SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C. 20549

                                           FORM 10-KSB

(Mark One)
X  - Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 31, 1999.

___- Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ___ to ___.

                               CONTROLLED ENVIRONMENT AQUACULTURE
                                        TECHNOLOGY, INC.

__________________________________________________________
(Exact name of registrant as specified in its charter)

Colorado                  0-25868              84-1293167 
__________________________________________________________
(State or other       (Commission                          I.R.S.Employer
jurisdiction           File Number)   Identification No.)
of incorporation)


Airport Industrial Park
3375 Koapake Street, Suite H402
Honolulu HI                                               96819
__________________________________________________________
(Address of Principal Office)                 (Zip Code)

(808) 836-3707
__________________________________________________________
Issuer's telephone number

Securities to be registered under Section 12(b) of the Act:
Title of Each Class - Not applicable
Name of Exchange on which registered - Not applicable

Securities to be registered under Section 12(g) of the Act:

                                   Common Stock, no par value
                                        (Title of class)

                            Class A Warrants to Purchase Common Stock
                                        (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No ____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. ___

State issuer's revenue for its most recent fiscal year: $372,529.

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days.  (See definition of affiliate in
Rule 12b-2):  $8,927,306 as of April 27, 1999.

NOTE:  If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates
on the basis of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five
years) Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes __No__

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.  3,905,450 (as of January 31, 1999).

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents should be clearly described
for identification purposes.

Transitional Small Business Disclosure
Format (Check one):
Yes ____  No   X<PAGE>
                                             PART I

Item 1.             Description of Business.

          GENERAL.  The Company was incorporated under the laws
of the State of Colorado on January 19, 1995, under the name of
Global Capital Access Corporation, for the purpose of being a capital
market access vehicle.

          The Company became a reporting company under the
Securities Exchange Act of 1934 on June 12, 1995, as a result of
filing a registration statement on Form 10-SB.  Since that date, the
Company has filed all required periodical reports and as of the date
hereof, is current in its reporting obligations under the Securities
Exchange Act of 1934.

          On June 21, 1996, the Company changed its name to
Controlled Environment Aquaculture Technology, Inc.  In January
1997, the Company also adopted the additional assumed name of
CEATECH USA, Inc.

          The Company conducted no business activities until the last
quarter of fiscal 1996.  At that time, the Company commenced
activities related to implementation of a new business plan involving
commercialization of state-of-the-art technologies for intensive,
sustainable growout production of shrimp.

          In late 1996, the Company hired various key management
personnel and incorporated three wholly owned subsidiaries,
CEATECH HHGI Breeding Corp., CEATECH Plantations, Inc. and
Hawaii High Health Seafood Corp. for the purpose of commencing
operations.  CEATECH HHGI Breeding Corp. is functioning as the
Aqua Breeding Center and broodstock repository responsible for
genetic development, hatching and maturation, as well as production
of "seed" (nauplii and post larvae) for Company growout operations
or potential sales to selected clients.  CEATECH Plantations, Inc. is
operating the Company's shrimp growout facilities, as well as
handling production and harvest of shrimp for processing and sales
and future recovery of shell waste for conversion to new products
(chitin and by-products).  Hawaii High Health Seafood Corp. is
engaged in the processing, packing, distribution, and marketing of the
Company's plantation raw shrimp and "value added" cooked and
prepared gourmet and dietary products.  

          On or about March 15, 1997, in a stock for stock exchange,
the Company acquired all of the issued and outstanding stock of
Sunkiss Shrimp Co., Ltd., a Hawaii corporation.  Following
completion of the transaction, Sunkiss became a wholly owned
subsidiary of the Company.

          The Company to date remains in a start-up or development
stage with minimal revenue and, at January 31, 1999, had a total of
40 employees.  Inherent in the construction and development stage in
the aquaculture industry are substantial, although mainly nonrecurring,
expenditures for compliance with environmental laws and technical
permitting encountered in meeting special water quality standards for
control of supply and discharge of water and effluent, based on
federal, state and local standards.  To date all required procedures and
requirements have been met and appropriate permits issued.  The
Company is not presently aware of existing or future problems due to
government regulations in this regard.

          CURRENT OPERATIONS.  It is now generally recognized
that shrimp farming is entering a new era in which producers must
adopt advanced technologies--domestic populations of high health and
genetically improved shrimp; disease diagnosis, prevention, and
treatment programs; advanced feeds and management methods; and
environmental control.  Many of these second-generation technologies
were developed at The Oceanic Institute in Hawaii, as part of the
U.S. Shrimp Farming Program sponsored by the U.S. Department of
Agriculture, and the Company evolved from the studies and research
carried on at The Oceanic Institute.

          Several of the Company's key technical, management, and
operating personnel played significant roles in, and supervised many
facets of, the work of The Oceanic Institute.  The technology used by
the Company will be an intensive, sustainable controlled environment
shrimp growout process which was developed based upon controlled
full-cycle growout studies conducted over several years by The
Oceanic Institute using prototype ponds.  The Company will continue
the same technology using half- and one-acre ponds.

          The Company's wholly owned subsidiary, Sunkiss Shrimp Co.
Ltd. at Kekaha, Kauai, Hawaii, has participated for several years in
the U.S. Shrimp Farming Program coordinated by The Oceanic
Institute.  Commercial harvests to date from the Company's newly
acquired subsidiary Sunkiss Shrimp Co., Ltd. have produced yield
results consistent with those previously experienced and projected in
prior research at The Oceanic Institute.  As a result, the Company
projects that, in Hawaii, it can produce approximately 40,000 lb. per
acre per year (46 weeks) with 3 crops (harvest).


          The Company's present concentration is on the
commercialization of a full range of improved stocks of Penaeus
Vannamei (Pacific White shrimp), the most important commercially
cultured shrimp species in the Americas for which the market is in
excess of $1 billion annually.

Scope of Available Market

          The U.S. aquaculture industry generated approximately $5.6
billion in GDP in 1992.  Aquaculture provided approximately 20% of
the global shrimp supply in 1992, according to the United Nations
Food and Agriculture Organization (FAO).  Ninety percent of this
cultured shrimp came from seven countries which have subsequently
shown production declines, due primarily to the aforementioned
disease problems.  From the 1992 benchmark, FAO projects that
global shrimp aquaculture production will need to increase 80% by
the year 2000 to match the increased demands due solely to
population increases.

Location of Ceatech Production Facilities 

          The Company believes that the Mana Plain area, near Kekaha,
Kauai, where its growout operations are located, is an excellent
location for shrimp aquaculture, due to its high solar radiation and
unique rain fall and watershed patterns.  In addition, much of this
land which was previously used for sugar cane plantations, is
currently fallow.  As a result, the Company presently anticipates that
for the foreseeable future, it will continue to lease State of Hawaii
owned land for any expansion or future growout facilities (see Item 2. 
Description of Property).

Funding              

          Financing for the expansion and alteration of the hatchery and
maturation facilities at the former Sunkiss Shrimp Co. facility at
Kekaha, Kauai, (now CEATECH HHGI Breeding Corp.) the
construction of 26 growout ponds for CEATECH Plantations, Inc.,
both wholly owned subsidiaries of the Company, and additional
working capital for operations were provided by or arranged for by:

          1.        Private Placement of $500,000 8.25% Series A
Cumulative Convertible Preferred Stock as of January 31, 1997.

          2.        Private Placement dated May 1, 1997 under exemptions
provided by Regulation D and Section 4(2) of the Securities Act and
Rule 506 thereunder for sales to "Accredited Investors" for a
maximum of 100 units at $50,000 per unit or $5,000,000 gross
proceeds.  A total of $3,766,250 was received by the Company, and
the Company issued 1,585,550 new shares.

          3.        In early April, 1998 the Company accepted a
construction loan commitment in the amount of $3,000,000 from the
Bank of America to complete the first phase construction of the
shrimp growout facilities .  The loan is guaranteed by the United
States Department of Agriculture.  The construction loan requires
interest only payments for 12 months at Bank of America's Reference
rate plus 2%.  The Loan Agreement was signed on September 9,
1998, and at January 31, 1999, $2,429,128 was disbursed to the
Company.  After completion of construction, a 7-year real estate loan
also guaranteed by the USDA will go into effect.  Management feels
that upon completion of this phase, the Company can continue its
growth through internally generated cash flow and profits, or
alternatively, additional debt financing or equity placements, as well
as private partnership or limited liability corporation tax structured
programs.

Item 2.             Description of Property

          The Company's headquarters are located in an office complex
at the Honolulu Airport, and consist of leased office space of
approximately 1,200 sq. ft., at an annual rent of $18,469.  All
administrative, local sales and personnel functions are presently
managed from this location.  The Company also leases 900 sq. ft. of
office space in Waimea, Kauai, at an annual rent of $6,000.  The
Waimea office coordinates accounting, purchasing and engineering for
the operations in Kauai.

          CEATECH HHGI Breeding Corp. now occupies the five-acre
former site of Sunkiss Shrimp Co. at Kekaha on the island of Kauai. 
The expansion and construction program is completed and the facility
became operational for the Company's SPF broodstock repository,
hatchery, maturation, and genetic breeding operations during July,
1998.


          The hatchery building consists of a 5,600 sq. ft. Sprung
Structure and is windproof to 110 mph.  The interior has a concrete
floor and has been equipped with six 17.5 ton epoxy-coated larval
rearing tanks, four 15 ft. diameter maturation tanks, two 14 ft.
spawning tanks, a 200 sq. ft. room for feed preparation, and a
mezzanine area for on-site management and communications.  This
hatchery is designed to permit production of not less than 6 million
post larvae per month, and includes infrastructure to increase post
larvae production to 12 million per month.

          The four existing lined, 1/4-acre ponds will allow the
production of 24,000 broodstock animals per annum.   This amount is
considered to be sufficient to fully support the Company's breeding
program for growout operations and additional sale of broodstock to
the outside.  Four broodstock holding tanks have been added to aid
handling operations connected with shipping activities.  An algae
building of 1,600 square foot cinderblock construction is fully
plumbed, and has a thermal-controlled interior.  This building is
sufficient to support all algae feed requirements of the hatchery, and
is designed to permit expansion commensurate with the hatchery.  The
equipment building, a 200 square foot Grainger building with a
concrete floor, houses the water filtration, UV sterilizer, and thermal-
control equipment used by hatchery operations.  

          A lined, covered 32,000 gallon reservoir tank holds sufficient
seawater for daily hatchery operations and a buffer volume in the
event of an emergency.  A 100 square foot pump house encloses the
seawater pump to offer protection from the elements.  A 1,000 gallon,
EPA-approved, diesel storage tank is in place to support the adjacent
50 kW generator, capable of providing power to pumps, lights, and
air for full hatchery operations in the event of an emergency.  A
second seawater well, capable of providing in excess of 300 gpm, is
now functional.  An additional 200 square foot office space has been
set up to support communications and clerical functions associated
with the breeding operation.

          CEATECH Plantations, Inc. operates all of the Company's
shrimp growout facilities and is responsible for the production and
harvesting of all shrimp for further processing, distribution, and sale. 
Future recovery of shell waste for conversion to new products (chitin
and by-products) is also under their control.

          Construction of 26 round ponds is nearing completion.  Six of
these ponds are one-half acre nursery ponds, with the balance as one-
acre, plastic lined circular ponds, containing special controlled bottom
drainage for cleaning and water circulation as well as harvest.

          The Company began harvesting shrimp from these ponds in
December, 1998.  The results of these harvests have reconfirmed the
Company's original projections on yield per pond.

          Ceatech Plantation's farm operation is located on
approximately 83 acres of leased land at the Kekaha Aquacultural
Park.  The lease with the State of Hawaii has a 45-year term that
expires on December 31, 2043.  Base rent is set at $150 per acre per
year for the first 15 years with the rent in excess of the base value up
to 3% of gross proceeds from sales.  The base rent only is subject to
increase after the 10th, 20th, and 30th year of the lease.

          The Company is allowed to recover all of its capital investment
prior to the payment of percentage royalty.
          
          On April 9, 1998, the Company was granted a revocable
permit and Immediate Construction Right of Entry to approximately
313 additional adjacent acres from the State of Hawaii, Department of
Land and Natural Resources.  Terms on the lease now being finalized
are to be consistent with those for the adjacent Kekaha Aquacultural
Park.  This property is expected to be used for additional growout
facilities.

          Hawaii High Health Seafood is a wholly owned subsidiary
responsible for the packaging and distribution of shrimp produced at
Ceatech Plantations.  Hawaii High Health Seafood currently rents, on
a short-term agreement, a 2,000 sq. ft. processing facility located in
the town of Hanapepa, Kauai.  As of January 31, 1999, it employed 4
people.  Management is evaluating other sites for possible
construction of a larger facility to meet projected future production. 
The State of Hawaii is considering issuing a bond to help facilitate the
construction.

Item 3.             Legal Proceedings

          The Company is not a party to any actual or pending legal
proceedings of any nature whatsoever and is not aware of any claims
threatened as potential that could lead to the same.  

Item 4.             Submission of Matters to a Vote of Security Holders
          
          As of January 31, 1999.  None.

Item 5.             Market for Common Equity and Related Stockholder
Matters

          The Company's common shares commenced public trading on
the Over the Counter, Bulletin Board in August 1997 after filing its
15c2-11 statement with the NASD.

          The range of high and low bid for each quarter since
commencement of trading are as follows:

<TABLE>
<CAPTION>
<S>                                <C>                 <C>                <C>                <C>
1997                       Aug/Sep/Oct
Low:                             2 1/2
High:                                5

1998                       Nov/Dec/Jan         Feb/Mar/Apr        May/Jun/Jul        Aug/Sep/Oct
Low:                             3 3/8               3 1/2              2 7/8              1 3/4
High:                            4 1/4               4 3/8              3 7/8              3 1/4

1999                       Nov/Dec/Jan
Low:                             2 1/8
High:                            4 1/2
</TABLE>


These quotations reflect inter-dealer prices without retail mark-up,
mark-down, or commission and may not represent actual transactions.

          At January 31, 1999, there were 3,905,450 common shares
outstanding held by 401 shareholders of record.

          There have been no cash dividends declared or paid on the
shares of common stock and management does not anticipate payment
of dividends in the foreseeable future.  Long-term bank loans
presently restrict payment of cash dividends, possibly as long as seven
years.

Item 6.             Management's Discussion and Analysis or Plan of
Operations

Overview

          The Company's balance sheet as of January 31, 1999, showed
substantial improvement as compared to its balance sheet as of
January 31, 1998.  As of January 31, 1999, the Company had total
assets of $5,498,142, as compared to $2,299,243 at January 31, 1998;
current assets of $1,193,427, as compared to $943,886 at January 31,
1998; and stockholders' equity of $2,535,934, as compared to
$2,237,027 at January 31, 1998.

          Revenues for the year ending January 31, 1999, were
$372,529 vs. $60,658 in the prior year.  While revenues were not
adequate to produce a net profit, the Company did make progress
toward achieving profitability, demonstrated by the profit from
operations, before overhead.

          The first several months of the past fiscal year were primarily
spent on preparing and processing all the necessary applications and
environmental studies which are required in order to obtain the
permits, permissions, and leases preparatory to the start of
engineering and construction of the shrimp growout facilities, and
specific design, engineering, and layout of the expansion and
construction of the Sunkiss Facility acquired on March 15, 1997.

          Operations for the continued development of SPF broodstock,
including some proprietary crosses now being finally challenged for
taura resistance, were conducted by Company technical personnel and
management.

          Construction was started during the middle of the fiscal year
on the "grow out" facilities for Ceatech Plantation.  As ponds were
completed, the Company "planted" the ponds with shrimp produced
by the hatchery facility.  The Company began harvesting shrimp
during December, 1998.  At January 31, 1999, the Company had 13
one-acre ponds and 6 one-half acre ponds in production.

          The proceeds of the Private Placement completed as of April
30, 1998, the $3,000,000 long-term loan guaranteed by the U.S.
Department of Agriculture, together with the cash flow and profits
from the operations outlined above should allow the Company
sufficient capital to complete the project and operate successfully. 
Management believes the Company should have sufficient cash
available to satisfy its projected needs for the next 12 months.

          At January 31, 1999, the Company had 40 employees.

CAUTIONARY STATEMENT REGARDING FORWARD-
LOOKING INFORMATION

          This report contains various forward-looking statements that
are based on the Company's beliefs as well as assumptions made by
and information currently available to the Company.  When used in
this report, the words "believe," "expect,"  "anticipate," "estimate"
and similar expressions are intended to identify forward-looking
statements.  Such statements may include statements regarding
completion of construction of facilities, commencement of operations,
operation and expansion of facilities, planned levels of shrimp
production, marketing matters, and the like, and are subject to certain
risks, uncertainties and assumptions which could cause actual results
to differ materially from projections or estimates contained herein. 
Factors which could cause actual results to differ materially include,
among others, unanticipated delays or difficulties in completion of
construction of facilities, lack of adequate financing, unexpected
problems in obtaining licenses or permits, environmental costs and
risks, competition and changes in market conditions, unanticipated
problems or difficulties in operation of facilities, lack of adequate
personnel, changes in project parameters as plans continue to be
refined, and the like.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated,
estimated or projected.  The Company cautions against placing undue
reliance on forward-looking statements all of which speak only as of
the date made.


Item 7.  FINANCIAL STATEMENTS.

          See following pages.<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
(a development stage company)
AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As of January 31, 1999, for the Years Ended January 31, 1999, and
1998 and for the Period From January 19, 1995 (Date of Inception)
Through January 31, 1999
<PAGE>
C O N T E N T S


Report of Independent Certified Public Accountants - 15

Consolidated Balance Sheet - 17
Consolidated Statements of Operations - 19
Consolidated Statement of Stockholders' Equity - 21
Consolidated Statements of Cash Flows - 27

Notes to Financial Statements - 29
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
(a development stage company)
AND SUBSIDIARIES

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
Controlled Environment Aquaculture Technology, Inc.

We have audited the accompanying consolidated balance sheet of
Controlled Environment Aquaculture Technology, Inc. (a development
stage company) and Subsidiaries as of January 31, 1999, and the
related consolidated statements of operations, stockholders' equity,
and cash flows for the years ended January 31, 1999 and 1998, and
for the period from January 19, 1995 (date of inception) through
January 31, 1999.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.  The
Company's financial statements as of and for the year ended January
31, 1996, and for the period from January 19, 1995 (date of
inception) through January 31, 1996, were audited by other auditors
whose report, dated February 8, 1996, expressed an unqualified
opinion on those statements.  The financial statements for the period
from January 19, 1995 (date of inception) through January 31, 1996
reflect total revenues and net loss of $-0- and $(9,555), respectively,
of the related totals.  The other auditors' report has been furnished to
us, and our opinion, insofar as it relates to the amounts included for
such prior period, is based solely on the report of such other auditors.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit and the report of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the aforementioned report of
other auditors, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Controlled Environment Aquaculture Technology, Inc. and
Subsidiaries as of January 31, 1999, and the consolidated results of
their operations and their cash flows for the years ended January 31,
1999 and 1998, and for the period from January 19, 1995 (date of
inception) through January 31, 1999, in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting principles,
which contemplate continuation of the company as a going concern;
however, the Company has experienced losses since inception, and
substantial doubt exists as to its continuation as a going concern. 
Continuation is dependent upon the success of future operations. 
Management's plans in regard to those matters are described in Note
2.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Carpenter Kuhen & Sprayberry
Oxnard, California
February 18, 1999<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC.
(a development stage company)
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
January 31, 1999
<TABLE>
<CAPTION>
<S>                                                                       <C>

ASSETS
CURRENT ASSETS:
 Cash                                                                  61,780
 Restricted cash                                                      374,831
 Accounts receivable (net of allowance
   for doubtful accounts of $0)                                        52,365

Inventory                                                             659,940

Prepaid expenses                                                       32,697

Deposits                                                               11,814

TOTAL CURRENT ASSETS                                                1,193,427

Property and Equipment, Net                                         4,206,815

OTHER ASSETS:
 Other assets                             43,500
 Notes receivable                         54,400                       97,900

TOTAL ASSETS:                                                       5,498,142

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                                                     229,643
 Accrued expenses                                                      70,499
 Deposits                                                              57,938
 Line of credit                                                       175,000
 Current portion of long-term debt                                     82,100

         Total current liabilities                                    615,180

LONG-TERM DEBT                                                      2,347,028

COMMITMENTS AND CONTINGENCIES                                               -

STOCKHOLDERS' EQUITY
 Common stock - no par value
 Authorized - 100,000,000 shares
 Issued and outstanding -
 3,905,450 shares                      4,758,794

 Additional paid-in capital                2,075
 Retained deficit                    (2,224,935)

         Total stockholders' equity                                 2,535,934

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                              5,498,142
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC. (a development stage company)
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended January 31, 1999 and 1998 and for the
Period From January 19, 1995 (Date of Inception) through
January 31, 1999
<TABLE>
<CAPTION>                                                                            Period from
                                                Year ended                      January 19, 1995
                                               January 31,                   (inception) through
                                            1999               1998             January 31, 1999
<S>                                          <C>                <C>                          <C>

SALES                                    372,529             60,658                      433,187

COST OF SALES                            349,955             87,654                      437,609
         Gross margin                     22,574           (26,996)                      (4,422)

GENERAL AND ADMINISTRATIVE EXPENSES:
                                       1,297,984            762,249                    2,135,128
Loss from operations:                (1,275,410)          (789,245)                  (2,139,550)

OTHER INCOME (EXPENSE):
  Interest income                         27,609              9,642                       37,251
  Other income                                 -              3,106                        3,106
  Interest expense                       (2,728)                  -                      (2,728)

                                          24,881             12,748                       37,629
  Loss before cumulative effect
  of a change in
  accounting principle               (1,250,529)          (776,497)                  (2,101,921)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
                                        (98,189)                  -                     (98,189)
         Net loss                    (1,348,718)          (776,497)                  (2,200,110)

BASIC AND DILUTED LOSS PER SHARE:
         Loss before cumulative
         effect of a change in
         accounting principle            (.35)                (.34)                       (.91)


         Cumulative effect of a
         change in accounting
         principle                       (.03)                 -                          (.04)

         Net loss                        (.38)                (.34)                       (.95)
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC. (a development stage company)
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the years ended January 31, 1999, 1998, 1997, and 1996
and for the period from January 19, 1995 (Date of Inception)
through January 31, 1995
(page 1 of 2)
<TABLE>
<CAPTION>
                                           Preferred Stock                          Common Stock
                                          Shares             Amount              Shares             Amount
<S>                                          <C>                <C>                 <C>                <C>
Issuance of stock for
 services January 19, 1995
 ($.005 per share)                             -                  -             347,500              1,738

Issuance of stock for
 cash during January, 1995
 ($.005 per share)                             -                  -           1,347,500              6,737

Rent provided at no charge                     -                  -                   -                  -

Loss for period ended
 January 31, 1995                              -                  -                   -                  -

Balance at January 31, 1995                    -                  -           1,695,000              8,475

Issuance of stock for cash,
 December 15, 1995,
 ($.005 per share)                             -                  -              18,000                 90

Issuance of stock for cash,
 January 12, 1996,
 ($.005 per share)                             -                  -               2,000                 10

Issuance of stock for cash,
 January 24, 1996,
 ($.005 per share)                             -                  -               2,000                 10

Rent provided at no charge                     -                  -                   -                  -

Loss for year ended
 January 31, 1996                              -                  -                   -                  -

Balance, January 31, 1996                      -                  -           1,717,000              8,585

Issuance of stock, September
 30, 1996 ($.01 per share)                     -                  -             200,000              1,000

Issuance of stock,
 November 1, 1996                              -                  -             300,000                  -

Stock contributed back to
 the Company, January
 31, 1997                                      -                  -           (332,000)                  -

Issuance of stock for cash,
 January 31, 1997,
 ($99.16 per share, net)                   5,000            495,800                   -                  -

Rent provided at no charge                     -                  -                   -                  -

Loss for the year ended
 January 31, 1997                              -                  -                   -                  -

Balance at 
 January 31, 1997                          5,000            495,800           1,885,000              9,585

Issuance of stock,
 April 8, 1997 purchase of
 Sunkiss ($5.00 per share)                     -                  -             100,000            500,000

Issuance of stock for services
 April 30, 1997 ($.01 per share)               -                  -              32,000                320

Issuance of stock for cash during
 the year ended January 31, 1998
 ($2.26 per share, net)                        -                  -             922,450          2,082,589

Issuance of stock for services,
 October 13, 1997
 ($.01 per share)                              -                  -              10,000                100

Cancellation of stock issued for
 services                                      -                  -            (10,000)               (50)

Loss for the year ended
 January 31, 1998                              -                  -                   -                  -

Balance, January 31, 1998                  5,000            495,800           2,939,450          2,592,544

Payment of preferred dividends
($4.125 per share)                             -                  -                   -                  -

Issuance of stock for cash during
the year ended January 31, 1999
($2.33) per share, net)                        -                  -             716,000          1,666,250

Conversion of preferred shares
($2.00 per share)                        (5,000)          (495,800)             250,000            500,000

Loss for the year ended
 January 31, 1999                              -                  -                   -                  -

Balance, January 31, 1999                      -                  -           3,905,450          4,758,794
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC. (a development stage company)
AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Years Ended January 31, 1999, 1998, 1997, and 1996, and for the
Period From January 19, 1995 (Date of Inception) through January 31, 1995
(page 2 of 2)
<TABLE>
<CAPTION>
                                                                            Accumulated
                                                         Additional             Deficit              Total
                                                            Paid-in         Development      Stockholders'
                                                            Capital               Stage             Equity
<S>                                                             <C>                 <C>                <C>
Issuance of stock for
 services January 19, 1995
 ($.005 per share)                                                -                   -              1,738

Issuance of stock for
 cash during January, 1995
 ($.005 per share)                                                -                   -              6,737

Rent provided at no charge                                       25                   -                 25

Loss for period ended
 January 31, 1995                                                 -             (2,283)            (2,283)

Balance at January 31, 1995                                      25             (2,283)              6,217

Issuance of stock for cash,
 December 15, 1995,
 ($.005 per share)                                                -                   -                 90

Issuance of stock for cash,
 January 12, 1996,
 ($.005 per share)                                                -                   -                 10

Issuance of stock for cash,
 January 24, 1996,
 ($.005 per share)                                                -                   -                 10

Rent provided at no charge                                      600                   -                600

Loss for year ended
 January 31, 1996                                                 -             (7,272)            (7,272)

Balance at January 31, 1996                                     625             (9,555)              (345)

Issuance of stock, September
 30, 1996 ($.01 per share)                                    1,000                   -              2,000

Issuance of stock,
 November 1, 1996                                                 -                   -                  -

Stock contributed back to
 the Company, January
 31, 1997                                                         -                   -                  -

Issuance of stock for cash,
 January 31, 1997,
 ($99.16 per share, net)                                          -                   -            495,800

Rent provided at no charge                                      450                   -                450

Loss for the year ended
 January 31, 1997                                                 -            (65,340)           (65,340)

Balance at 
 January 31, 1997                                             2,075            (74,895)            432,565

Issuance of stock,
 April 8, 1997 purchase of
 Sunkiss ($5.00 per share)                                        -                   -            500,000

Issuance of stock for services
 April 30, 1997 ($.01 per share)                                  -                   -                320

Issuance of stock for cash during
 the year ended January 31, 1998
 ($2.26 per share, net)                                           -                   -          2,082,589

Issuance of stock for services,
 October 13, 1997 ($.01 per share)                                -                   -                100

Cancellation of stock issued for
 services                                                         -                   -               (50)

Loss for the year ended
 January 31, 1998                                                 -           (776,497)          (776,497)

Balance, January 31, 1998                                     2,075           (851,392)          2,239,027

Payment of preferred dividends ($4.125
per share)                                                        -            (20,625)           (20,625)

Issuance of stock for cash during the year
 ended January 31, 1999
 ($2.33 per share, net)                                           -                   -          1,666,250

Conversion of preferred shares
 ($2.00 per share)                                                -             (4,200)                  -

Loss for the year ended
 January 31, 1999                                                 -         (1,348,718)        (1,348,718)

Balance, January 31, 1999                                     2,075         (2,224,935)          2,535,934
</TABLE>
The accompanying notes are an integral part of these financial statements.<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC. (a development stage company)
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended January 31, 1999 and 1998
and for the Period from January 19, 1995 (Date of Inception)
through January 31, 1999
<TABLE>
<CAPTION>
                                                                                               Period from
                                                         Year ended                       January 19, 1995
                                                         January 31                         (Inception) to
                                                      1999               1998             January 31, 1999
<S>                                                    <C>                <C>                          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                      (1,348,718)          (776,497)                  (2,200,110)


 Adjustments to reconcile net loss to
    net cash used in operating activities:
   Noncash items included in net income:
   Rent                                                  -                  -                        1,075
   Depreciation and amortization                   228,687             48,515                      277,202
   Stock issued for services                             -              2,870                        4,608
   Cumulative effect of a change in
    accounting principle                            98,189                  -                       98,189
   Net change in operating assets
    and liabilities                              (158,914)          (270,680)                    (398,736)

         Net cash used in operating
         activities                            (1,180,756)          (995,792)                  (2,217,772)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Payments for purchase of
  equipment                                    (3,178,334)          (766,170)                  (3,964,017)
 Payments for purchase of
  other assets                                    (43,500)                  -                     (43,500)
 Payments for organizational
  costs                                                  -           (87,000)                     (98,189)
 Increase in notes receivable                     (12,400)           (40,000)                     (52,400)

         Net cash used in investing
         activities                            (3,234,234)          (893,170)                  (4,158,106)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of long-term
  debt                                           2,429,128                  -                    2,429,128
 Net borrowings from
  line of credit                                   175,000                  -                      175,000
 Proceeds from issuance of
  common stock                                   1,666,250          1,920,088                    3,593,186
 Proceeds from issuance of
  preferred stock                                        -                  -                      495,800
 Decrease in notes payable                        (13,750)            (6,250)                     (20,000)
 Increase in notes payable                               -                  -                       80,000
 Payment of preferred stock
  dividend                                        (20,625)                  -                     (20,625)
 Collection of common stock
  subscription receivable                           80,000                  -                       80,000
 Net change in advances from
  stockholders                                           -           (70,278)                            -

         Net cash provided by financing
         activities                              4,316,003          1,843,560                    6,812,489

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                 (98,987)           (45,402)                      436,611

CASH AND CASH EQUIVALENTS, BEGINNING
 OF YEAR (PERIOD)                                  535,598            581,000                            -

CASH AND CASH EQUIVALENTS, END
 OF YEAR (PERIOD)                                  436,611            535,598                      436,611
</TABLE>
The accompanying notes are an integral part of the financial statements.

<PAGE>
CONTROLLED ENVIRONMENTAL AQUACULTURE
TECHNOLOGY, INC. (a development stage company)
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as of
January 31, 1999 and for the Period from January 19, 1995 (date of
inception) through January 31, 1999


(1)       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          This summary of accounting policies of Controlled
Environment Aquaculture Technology, Inc. is presented to assist in
understanding the Company's financial statements.  These accounting
policies conform to generally accepted accounting principles.

          Controlled Environment Aquaculture Technology, Inc. ("the
Company"), formerly known as Global Capital Access Corporation,
was incorporated under the laws of the State of Colorado on January
19, 1995.

a.        DEVELOPMENT STAGE COMPANY.  The Company is an
enterprise in the development stage as defined by Statement No. 7 of
the Financial Accounting Standards Board and has not engaged in any
significant business other than organizational efforts.  The Company
has made an aggressive commitment to commercialize state of the art,
second generation technologies for intensive, sustainable growout
production of shrimp, utilizing high health genetically improved
(HHGI) specific pathogen free (SPF) broodstock, technologies and
breeding techniques developed and verified at commercial scales in
the State of Hawaii.

b.        PRINCIPLES OF CONSOLIDATION.  The consolidated
financial statements include the accounts of Controlled Environment
Aquaculture Technology, Inc. and its wholly-owned subsidiaries,
Ceatech HHGI Breeding Corp., Ceatech Plantations, Inc., Sunkiss
Shrimp Co., Ltd., and Hawaii High Health Seafood Corp.  Significant
intercompany transactions and amounts have been eliminated in
consolidation.

c.        USE OF ESTIMATES.  The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

d.        CASH AND CASH EQUIVALENTS.  The Company
considers all investment instruments purchased with a maturity of
three months or less to be cash equivalents.

e.        CONCENTRATION OF CREDIT RISK - CASH.  The
Company maintains its cash balances in financial institutions located
in Honolulu, Hawaii.  The balances are insured by the Federal
Deposit Insurance Corporation up to $100,000.  At various times
throughout the year ended January 31, 1999, the Company has
maintained balances in excess of federally insured limits.  The
Company's uninsured balance totaled $194,773 at January 31, 1999.

f.        RESTRICTED CASH.  The Company has a line of credit and
a note payable which provide for restrictions on certain cash balances. 
The line of credit requires that the Company maintain a certificate of
deposit with the bank of not less than $250,000.

          The Bank of America construction note payable requires that
the Company maintain certain sums to provide for the costs of certain
construction items not financed by the construction loan.  The funds
are released as construction on these items are completed.

g.        ACCOUNTS RECEIVABLE.  The Company considers
accounts receivable to be fully collectible, accordingly, no allowance
for doubtful accounts is required.

h.        INVENTORY.  Inventory is stated at the lower of cost or
market.  Cost is determined using the first-in first-out method.  Costs
include proportionate costs of broodstock, plus the cost of
maintenance to maturity.

i.        PROPERTY, EQUIPMENT, DEPRECIATION AND
AMORTIZATION.  Property and equipment are recorded at cost. 
Depreciation and amortization of property and equipment are provided
using both the straight-line and declining-balance methods over the
following estimated useful lives:
<PAGE>
(1)
<TABLE>
<CAPTION>
                                                          Estimated
Asset Classification                                      Useful Life
<S>                                                              <C>
Ponds                                                    10-20 Years
Buildings                                                20-39 Years
Land improvements                                        15-39 Years
Agricultural equipment                                    7-10 Years
Vehicles                                                     5 Years
Office furniture and fixtures                              5-7 Years
</TABLE>

          Expenditures for maintenance and repairs are charged to
expense as incurred.

Property and equipment consists of:

<TABLE>
<CAPTION>
<S>                                                              <C>
Ponds                                                      1,695,258
Buildings                                                    905,645
Land improvements                                            616,371
Agricultural equipment                                       581,051
Vehicles                                                      60,311
Office furniture and fixtures                                 58,192

                                                           3,916,828

Less - Accumulated depreciation                            (228,687)

                                                           3,688,141
Construction in progress                                     518,674

                                                           4,206,815
</TABLE>

j.        INTEREST EXPENSE.  The Company follows the policy of
capitalizing interest as a component of the cost of property, plant and
equipment constructed for its own use.  During the year ended
January 31, 1999, total interest incurred was $38,353, of which
$35,525 was capitalized and $2,728 was charged to operations.  The
Company did not incur any interest expense during the year ended
January 31, 1998.

k.        INCOME TAXES.  The Company files a consolidated federal
income tax return.  The subsidiaries pay to or receive from the parent
company the amount of federal income taxes they would have paid or
received had the subsidiaries filed separate federal income tax returns.

          Deferred tax assets and liabilities are reflected at currently
enacted income tax rates applicable to the period in which the
deferred tax assets or liabilities are expected to be realized or settled. 
As changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.

l.        NET LOSS PER SHARE.  Net loss per share is based on the
weighted average number of common shares outstanding of 3,547,158
for 1999, 2,251,333 for 1998, and 2,315,856 for the period from
January 19, 1995 (inception) through January 31, 1999.  Because
there were no preferred dividends accrued in 1998, there is no effect
on the basic or diluted earnings per share calculation.  The basic and
diluted earnings per share calculations are the same because potential
dilutive securities would have had an antidilutive effect for all periods
presented.

          Securities that were not included in the 1998 earnings per
share calculation because they were antidilutive consist of the
convertible preferred stock and warrants discussed further in Note 5.


(2) GOING CONCERN

          The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going concern. 
The Company has sustained net losses since inception, and therefore
in accordance with generally accepted accounting principles, doubt
must be expressed regarding the Company's continuing viability.

          The Company plans to utilize and breed high health,
genetically improved and specific pathogen free shrimp stocks.  These
stocks will be used in a controlled environment, super intensive
aquaculture production facility.  The Company plans to build this
facility which will utilize state-of-the-art technology.  These breeding
stocks and technologies have been developed over the last ten years
by the U.S. Shrimp Farming Program under the direction of the
Oceanic Institute.  Sunkiss Shrimp Co, Ltd. (Sunkiss) has participated
in this program for the last four years.

          In accordance with the terms of an Agreement and Plan or
Reorganization dated January 14, 1997, on March 15, 1997, the
Company acquired all of the issued and outstanding stock of Sunkiss,
a Hawaii corporation, in a stock for stock exchange.  In the
transaction, the Company issued 100,000 shares of its common stock
to the former stockholders of Sunkiss, and agreed to issue up to
100,000 additional shares of its common stock ("earn-out" shares) to
the stockholders of Sunkiss upon completion of certain conditions. 
Upon completion of the transaction, Sunkiss became a wholly-owned
subsidiary of the Company.

          The conditions for issuance of the earn-out shares include (1)
obtaining a lease from the State of Hawaii on approximately 78 acres
of real property, (2) completion of construction of expanded hatchery
facilities and one-half acre growout ponds, (3) completion of stocking
of the first 36 one-acre growout ponds on the newly leased property,
and (4) completion of the first full harvest of the 36 ponds.  Condition
(1) has been satisfied; (2) became operational in June, 1998; (3) 9 of
the first 36 growout ponds were stocked during the year ended
January 31, 1999; and (4) management expects this to be
accomplished during the year ended January 31, 2000.

          Sunkiss operations have been consolidated into Ceatech HHGI
Breeding Corporation and primarily operate as a breeding hatchery
and maturation facility for high health genetically improved shrimp. 
The facility is located on approximately five acres located in Kekaha,
on the island of Kauai.  The expansion program which was completed
in June, 1998, will increase the production capability to raise
sufficient brood stock and seed (nauplii and post larvae) to supply all
stock for the growing operations of the Company, with sales of
surplus to selected independent shrimp farm growing operations.  The
Company has leased 83 acres from the State of Hawaii.  The
Company is also currently negotiating with the State of Hawaii (State)
for acquisition of leases on additional adjoining acreage for the
purpose of expanding future growout operations.  On April 9, 1998,
the Company was granted a revocable permit and Immediate
Construction Right of Entry to approximately 313 additional adjacent
acres from the State of Hawaii, Department of Land and Natural
Resources, for the construction of additional growout ponds.

During the year ended January 31, 1999, the Company accepted a
construction loan commitment in the amount of $3,000,000 from the
Bank of America to complete the construction of the production
facilities.   The loan is guaranteed by the United States Department of
Agriculture, under its Rural Development program.  The construction
loan is for a period of 12 months during which time interest only
payments are due monthly at the Bank of America's Reference Rate
plus 2%.  After construction is completed, a seven-year amortizing
real estate loan will be provided by the Bank of America, which will
also be guaranteed by the United States Department of Agriculture. 
Interest on the real estate loan for the first two years of the term will
be the Bank of America Reference Rate plus 2%.  Thereafter, the
bank may, at its option, offer the following interest rate options:  a)
Floating Rate (Reference Rate plus 1.75%); b) adjustable rate based
on a one-year Constant Maturities Treasury Index plus 2.75%; or c)
six month jumbo CD plus 2.5%.

(3) COMMITMENTS AND CONTINGENCIES

          a.  Kekaha Agricultural Park Lease.  Ceatech Plantations
leases 83 acres of land from the State of Hawaii.  The lease has a 45-
year term, which expires on December 31, 2043.  Base rent is set at
$12,289 per year for the first 15 years of the lease term.  Additional
rent due is any amount in excess of the base rent up to 3% of gross
proceeds from the sale of commodities produced on the land.  The
rent amounts are to be re-determined after the 15th, 25th and 35th
years of the lease.

          b.        Crown Land of Waimea Lease.  Sunkiss leases land
from the State of Hawaii.  The lease has a 35-year term, which
expires on July 31, 2029.  Rent is the greater of $800 per year or 3%
of gross receipts.  The rent amounts are to be re-determined after the
10th, 20th and 30th years of the lease.

          c.        Airport Industrial Park.  The Company leases office
space in Honolulu, under a non-cancelable operating lease.  Rent
expense under this lease was $3,076 during the year ended January
31, 1999.
<PAGE>
          Minimum future payments required under the leases are as
follows:
<TABLE>
<CAPTION>
                                                      Land              Office
                                                    Leases               Lease
<S>                                                    <C>                 <C>
Years ended January 31:
          2000                                      13,089              18,456
          2001                                      13,089              18,456
          2002                                      13,089              18,456
          2003                                      13,089              18,456
          2004 and thereafter                      515,160              15,380

                                                   567,516              89,204
</TABLE>

          On the land leases the Company is allowed to recover its
capital investment, prior to the payment of percentage royalty.

(4)       LINE OF CREDIT.  The Company has a $235,000 line of
credit, of which $175,000 was utilized at January 31, 1999, with
Central Pacific Bank, secured by $250,000 certificate of deposit, with
an interest rate of 1.5% over CD rate.  The amount is due May 5,
1999.

(5)       LONG-TERM DEBT.  The Company has a $3,000,000
construction line of credit, of which $2,429,128 was used at January
31, 1999, with Bank of America, secured by the buildings and
improvements, guaranteed by the United States Department of
Agriculture.  This amount is due on September 9, 1999.  The
Company has entered into a financing agreement with Bank of
America that permits the Company to repay the amount over a period
of seven years following the initial due date if the Company satisfies
certain conditions.

          Among other things, the Company is not permitted to declare
or pay dividends during the term of the loan, is not permitted to
acquire treasury stock or make cash transfers to shareholders, must
maintain a tangible net worth of $2 million and must maintain a ratio
of total senior liabilities to total net worth of not greater than 1.7 to 1. 
Interest on the credit line is 9.75%.  Upon conversion, interest is
payable at 2% over Bank of America Reference Rate for the first two
years.  Thereafter the bank may, at its option, offer the following
interest rate options:  a) Floating Rate (Reference Rate plus 1.75%);
b) adjustable rate based on a one-year Constant Maturities Treasury
Index plus 2.75%; or, c) six month jumbo CD plus 2.5%.  Because
the Company intends to refinance the repayment with the financing
agreement and has satisfied the conditions to date, the enter amount is
classified as long-term debt.  Future maturities on the long-term debt
are as follows:
<TABLE>
<CAPTION>
<S>                                                    <C>
Years ended January 31:
          2000                                      82,100
          2001                                     262,866
          2002                                     289,672
          2003                                     319,212
          2004 and thereafter                    1,475,278

                                                 2,429,128
</TABLE>

(6)       STOCKHOLDERS' EQUITY.  On November 1, 1996, the
Company issued 50,000 shares of common stock in consideration for
services performed and for future services.  Also, on November 1,
1996, the Company issued 250,000 shares of common stock in a trust
for the benefit of new and future key employees of the Company
being recruited.  On January 31, 1997, the shares were reissued and
transferred to such employees.  The fair value of the common stock
issued, the services received and the future services are not reliably
measurable.

          On January 31, 1997, a stockholder contributed back to the
Company 332,000 shares of Company's common stock for no
consideration.  The fair value of these shares is not reliably
measurable.  These shares are to be issued in connection with the
planned private placement offering.

          The Company also reserves the right to extend the expiration
date or reduce the exercise price of any or all classes of warrants
upon giving five days notice.  The warrants can only be exercised
when a current registration statement is on file.

          On January 31, 1997, the Company issued 5,000 shares of the
Series A 8.25% cumulative convertible preferred stock at a price of
$100 per share.  Proceeds from the sale of preferred stock were
$495,800, net of expenses.  The convertible preferred stock is
redeemable, in whole or in part, at the option of the Company, at a
redemption price of $110 per share, plus any accrued and unpaid
dividends.  The convertible preferred stock has a liquidation value of
$100 and is convertible at the option of the holder into common stock,
at a conversion price of $100 per share, subject to adjustment in
certain events.  Dividends on every share of preferred stock shall
accumulate, whether or not earned or declared, for a period of one
year from date of issuance.  Thereafter, dividends at an annual rate of
$8.25 per share are payable quarterly in arrears, when and as deemed
by the Board of Directors.  The payment of dividends on this Series
A shall be preferred and in priority over dividends upon the common
stock of the Company.  Holders of preferred stock have voting rights,
the same and identical as holders of common stock, and they are
entitled to elect one member of the Board of Directors.  The shares of
preferred stock are restricted under Rule 144.  The preferred stock
dividend of $41,250 was not accrued during the year ended January
31, 1998,  because the Company had a retained deficit.  Had this
been done, the effect on earnings per share would be immaterial.

          In October, 1998, the holders of the Series A 8.25%
cumulative convertible preferred stock converted all such shares to
common stock.  In exchange for the preferred shares, the Company
issued 250,000 common shares.

          As of January 31, 1999, the Company had 3,905,450 shares of
its common stock issued and outstanding, together with 2,810,149
Class A warrants to purchase one additional share of common stock at
$2.00.  The warrants are exercisable from August 1, 1995, until
December 31, 2001, and are not cancelable.  Certain shares of
common stock and warrants are restricted under Rule 144.

          Subsequent to January 31, 1999, 200,000 warrants were
exercised.  The Company received $400,000 in cash and issued
200,000 common shares.

(7)       RESTRICTIONS ON DIVIDENDS.  The terms of the note
payable to Bank of America restrict the declaration and payment of
dividends during the time the note is outstanding.  The note is
expected to be paid by September 2006.

(8)       GENERAL AND ADMINISTRATIVE EXPENSES.  General
and administrative expenses shown on the statement of operations
consist of the following:
<TABLE>
<CAPTION>
                                                                                     Period from
                                                Year ended                      January 19, 1995
                                                January 31                        (Inception) to
                                            1999               1998             January 31, 1999
<S>                                          <C>                <C>                          <C>
Wages                                    503,116            181,104                      684,220
Insurance                                131,624             52,577                      184,201
Legal and accounting                     129,866             74,084                      240,261
Travel                                   122,781             94,999                      217,780
Professional and
  consulting fees                        100,319            183,482                      283,801
Advertising                               84,863             16,600                      101,463
Depreciation and
  amortization expense                    54,030             48,286                      102,625
Rent                                      41,247             34,334                       76,656
Utilities                                 32,112             15,263                       47,375
Supplies                                  27,682             24,331                       52,013
Other                                     18,203             17,328                       35,531
Repairs and maintenance                   15,647                  -                       15,647
Equipment rental                          12,053                  -                       12,053
Postage and shipping                       9,652              2,845                       12,497
Employee moving expense                    7,109              9,721                       16,830
Licenses and fees                          3,721              1,220                        4,941
Dues and subscriptions                     3,049              6,075                        9,124
Bank charges                                 910                  -                        1,000
Directors' fees                                -                  -                        1,238
Organizational costs                           -                  -                       35,872

                                       1,297,984            762,249                    2,135,128
</TABLE>

(9)  PENSION PLAN.  The Company has a qualified profit sharing
plan with a 401(k) deferred compensation provision.  All employees
who are at least 21 years of age and have completed one year of
service or were full-time employees at the time of adoption are
eligible to participate.  Participating employees may contribute the
lesser of $10,000 or up to 15% of compensation per year.  The
Company may match a portion of the employee contributions on a
discretionary basis, determined on an annual basis.  During the years
ended January 31, 1999 and 1998, the Company did not make a
matching contribution.  Employees are immediately vested in their
contributions.

          Company contributions are vested based on the following
schedule:
<TABLE>
<CAPTION>
Years of                                   Vested
Service                                   Percent
<S>                                           <C>
Less than 2                                    0%
2                                             20%
3                                             40%
4                                             60%
5                                             80%
6                                            100%
</TABLE>


(10)  INCOME TAXES.  Total income tax expense differs from the
expected tax expense (computed by multiplying the United States
federal statutory rate of approximately 35 percent and a state rate of
6.4% for the years ended January 31, 1999 and 1998 to net income)
as a result of the following:

<TABLE>
<CAPTION>
                                             1999               1998
<S>                                           <C>                <C>
Computed "expected"
  tax benefit                             437,536            271,774
State tax benefit                          80,007             49,696
Other                                    (15,547)           (16,657)
Valuation allowance                     (501,996)          (304,813)

                                         $     --           $     --
</TABLE>

The primary components of temporary differences which give rise to
deferred taxes are as follows:
<PAGE>
<TABLE>
<CAPTION>
                                             1999               1998
<S>                                           <C>                <C>
Deferred tax asset:
 Other timing differences                  45,004             12,420
 Difference between tax
   and book basis of
   fixed assets                          (71,458)          (191,201)
 Net operating loss
   carryforward                           869,041            332,275
 Deferred tax valuation
   allowance                            (842,587)          (153,494)
                                          $    --            $    --
</TABLE>

          At January 31, 1999, an operating loss carryforward of
approximately $2,000,000 expiring in various years through 2014 is
available to offset future taxable income for financial reporting
purposes.

(11)      CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE.  In 1998, the Accounting Standard
Executive Committee of the American Institute of Certified Public
Accountants issued "Statement on Position 98-5 Reporting on the
Costs of Startup Activities."  This statement requires that costs of
startup activities, including organizational costs, be expensed as
incurred.  Any costs previously capitalized are required to be written
off in the current year.  The effect of this change was to increase the
net loss for the year ended January 31, 1999 by $98,189 ($.03 per
share).  Financial statements for the year ended January 31, 1998, and
for the period from January 19, 1995 (inception) to January 31, 1999,
have not been restated, and the cumulative effect is shown as a one-
time change to income in the 1999 statement of operations.

(12)  REGISTRATION OF SECURITIES.  The Company has
registered its common shares and units under Section 12(g) of the
1934 Exchange Act.

(13)  RELATED PARTY TRANSACTIONS.  A former Company
director and secretary is a partner in the law firm which is the
Company's general and securities counsel.  Since inception, the
Company has incurred $55,208 for legal services rendered.<PAGE>
(14)  STATEMENTS OF CASH FLOWS - SUPPLEMENTAL
DISCLOSURES.  The net change in operating assets and liabilities
shown on the statements of cash flows consists of the following:

<TABLE>
<CAPTION>
                                                                                     Period from
                                                Year ended                          Jan. 19, 1995
                                                January 31,                       (Inception) to
                                            1999               1998                 Jan. 31, 1999
<S>                                          <C>                <C>                          <C>

(Increase) Decrease:
  Accounts receivable                   (39,706)           (12,659)                     (52,365)
  Inventory                            (407,496)          (252,444)                    (659,940)
  Prepaid expenses                      (13,397)           (19,300)                     (32,697)
  Deposits                               (7,929)            (3,885)                     (11,814)
Increase (Decrease):
  Accounts payable                       222,138           (23,353)                      229,643
  Deposits                                57,938                  -                       57,938
  Other current liabilities               29,538             40,961                       70,499

                                       (158,914)          (270,680)                    (398,736)
Operating activities reflect:
  Interest paid                                -                  -                            -
  Income taxes paid                            -                  -                            -

Non-cash investing and financing transactions:

Purchase of property
  and equipment                                -             20,000                       20,000
Notes payable                                  -           (20,000)                     (20,000)
                                               -                  -                            -

Sale of common stock                           -             80,000                       80,000
Common stock subscription
  receivable                                   -           (80,000)                     (80,000)
                                               -                  -                            -

Issuance of common stock                       -             80,000                       80,000
Reduction of note payable                      -           (80,000)                     (80,000)
                                               -                  -                            -

Issuance of common stock                       -            500,000                      500,000
Purchase of Sunkiss
 subsidiary                                    -          (500,000)                    (500,000)
                                               -                  -                            -

Issuance of common stock                       -                  -                        2,000
Note receivable                                -                  -                      (2,000)
                                               -                  -                            -

Increase in APIC                               -                  -                        1,075
Rent expense contributed                       -                  -                      (1,075)
                                               -                  -                            -

Issuance of common stock                       -              2,870                        4,608
Services received                              -            (2,870)                      (4,608)
                                               -                  -                            -

Issuance of common stock                 500,000                  -                      500,000
Conversion of
  preferred stock                      (495,800)                  -                    (495,800)
Adjustment to
 retained earnings                       (4,200)                  -                      (4,200)
                                               -                  -                            -
</TABLE>

(12)     SUBSEQUENT EVENTS.  Subsequent to January 31, 1999, the
Company agreed to purchase two generators at a total cost of $114,000.

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTING
AND FINANCIAL DISCLOSURES


PART III

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT.

         The names, ages and positions of all directors and executive officers
serving the Company as of the end of its fiscal year were as follows:
<TABLE>
<CAPTION>
<S>                       <C>                <C>
Name                      Age               Positions Held

Ron Ilsley                 57         Chief Executive Officer and
                                      Chairman of the Board, Chief
                                      Financial Officer

Ernest K. Dias             60         President, Chief Operating
                                      Officer

Robert Greenspan           48         Secretary

Paul Bienfang
Ph.D                       50         Senior Vice President, Director
                                      of Environmental Compliance and Technology.

Gordon J. Mau
(effective 1/15/98)        51         Director

Charles Spira
(effective 1/15/98)        66         Director

</TABLE>

BIOGRAPHICAL INFORMATION

RONALD ILSLEY.  Chief Executive Office and Chairman of the Board; 
Chief Financial Officer.

         Mr. Ilsley has served as Vice President and Chief Financial Officer of
Chemoil Corporation, San Francisco, California, since 1994.  Chemoil
Corporation is recognized as the largest independent integrated supplier of
marine fuels in the United States.  Chemoil's annual sales are in excess of
$400 million.

         Mr. Ilsley served from 1985 - 1994 as Treasurer and Director of
Finance for Santa Fe International Corporation, Los Angeles, California, a
major multi-national company publicly traded on the New York Stock
Exchange.

         Mr. Ilsley has served as Senior Executive and Manager for domestic
and international investment banking groups which include the European
American Bank, New York, New York, and Wells Fargo Bank, N.A., San
Francisco, California.

         Mr. Ilsley received his Bachelor of Arts degree from California State
University Northridge and is a graduate of Pepperdine University Graduate
School of Business and Finance, Los Angeles, California.  He has served as a
faculty member and lecturer in the Graduate School of Banking and
International Finance at Golden Gate University, San Francisco, California.

ERNEST K. DIAS.  President, Chief Operating Officer and Director.

         Mr. Dias has served as Manager of Facilities Development and
Construction for The Oceanic Institute, Honolulu, Hawaii, since 1988.  As
Manager, Mr. Dias was responsible for the planning, implementation and
construction of satellites on the islands of Hawaii and Molokai for both The
Center for Applied Aquaculture at Makapuu Point, Oahu, and The Oceanic
Institute.  Mr. Dias directed the design and construction of the Maryut Fish
Farming Company hatchery and facilities in Alexandria, Egypt.  This
operation consists of a 6,000 acre facility and hatchery, construction of which
was financed by World Bank/U.S.A.I.D.  Mr. Dias represented The Oceanic
Institute in all negotiations with World Bank/U.S.A.I.D., the Egyptian
government and private sector participants.

         From 1960 to 1983, Mr. Dias held various key supervisory and
management positions with several major construction and engineering firms
which included:  Peter Kiewit & Sons, Guy F. Atkinson, Gordon Ball, Kassler
Corp., and Polich-Benedict.

         Mr. Dias received a Bachelor of Science in Engineering from San Jose
State University, San Jose, California.  Mr. Dias attended the Pepperdine
University Graduate School of Business, Los Angeles, California.


ROBERT M. GREENSPAN.

         Mr. Greenspan is an attorney licensed in the state of California and
various federal courts.  Mr. Greenspan's background is in business and
insurance law.  He has represented the interests of various businesses and
individuals over the past 25 years in the areas of insurance, construction, and
corporate matters.  He is a former member of the Board of Directors of
Western Community Drug Rehabilitation Foundation and the Strategic
Planning Committee of the City of Culver City's Direction 2000.

PAUL BIENFANG, Ph.D.  Senior Vice President, Environmental Compliance
and Technology.

         Dr. Bienfang has served as Vice President, Senior Scientist, and Co-
Chief Executive Officer for The Oceanic Institute where he has worked since
1973.  Dr. Bienfang was responsible for all phases of research, development,
and operations management at the Institute.

         He formerly served on the Executive Committee for the Tropical and
Subtropical Aquaculture Region Center and the Board of Directors of the
Western Association of Marine Laboratories.  He is currently a member of the
Governor's Hawaiian Aquaculture Council.  He is a recognized authority and
evaluator of scientific research for the United States government as well as
technical journals in oceanography, aquaculture, fisheries and marine
environment.

GORDON J. MAU

         Mr. Mau is a respected member of both the legal and financial
community in Hawaii where he serves as both a practicing attorney and one of
the directors of Hawaii National Bank and its parent, Hawaii National
Bancshare, Inc.  He also serves as an officer and/or director of Overseas
Investors, Inc., Henry H. Wong Foundation and the Waialae Country Club,
among other organizations.  Mr. Mau is a member of the State Bar of Hawaii,
Hawaii Board of Realtors, National Association of Realtors and the Hawaii
Chapter of CCIM.

CHARLES P. SPIRA.

         Mr. Spira is President of Pacific View Management, Inc. a firm which
is engaged in real estate development and national television syndications.  He
has also served on the long-range planning committee of the Board of
Directors of St. Joseph Medical Center Foundation and as Chief Financial
Officer of Newport Communications International, Inc.  Mr. Spira is a CPA
whose career included managing the Tax Department of Arthur Anderson &
Company, Los Angeles.  



MANAGEMENT/SUBSIDIARIES
<TABLE>
<CAPTION>
Name                               Age                        Title
<S>                                <C>                          <C>
James N. Sweeney                    44          President, CEATECH HHGI,
                                                CEATECH Plantations

Ronald M. Bailey                    44          Manager, Systems and  Services,
                                                all subsidiaries


William K. Richards, Jr.            50          Vice President, Market Research
                                                Director, Hawaii High Health Seafood
                                                Corporation

Robert A. Kanna                     37          Vice President and General Manager,
                                                Sunkiss Shrimp Co. Ltd., Vice
                                                President, CEATECH Plantations

Landis Ignacio                      43          President, Sunkiss Shrimp Co. Ltd.;
                                                Vice President and General Manager
                                                CEATECH Plantations, Inc.

Ricky N. Oyama                      36          Manager, CEATECH HHGI Breeding
                                                Corp.

David M. Godin                      32          Shrimp Growout Manager, CEATECH
                                                Plantations, Inc.

David Anthony Leong                 31          Vice President, Maturation and Hatchery
                                                Operations, CEATECH HHGI Breeding
                                                Corp.
</TABLE>

JAMES N. SWEENEY.  President, CEATECH HHGI Corp., CEATECH
Plantations, since February 1, 1997.

         Shrimp Program Manager, The Oceanic Institute, Honolulu.  Since
1983, Mr. Sweeney has managed and participated in all phases of shrimp
research, development, breeding and hatchery, maturation and growout.

         Mr. Sweeney is a graduate of the Fuginaga Penaeid Shrimp Institute,
Aio, Japan.

         He is an acknowledged authority in his field and has authored
numerous publications and co-authored the Manual of Intensive Shrimp
Production Technology.

RONALD M. BAILEY.  Manager, Systems and Services since January 1,
1997.  Honolulu, Hawaii.

         Since 1993, Mr. Bailey served as Procurement Manager and Director
of Personnel and Compliance at The Oceanic Institute, Honolulu, Hawaii. 
Prior to joining The Oceanic Institute, Mr. Bailey served in the United States
Navy holding the positions of Manager, Budget and Procurement; Pacific
Region; Administrative and Personnel Officer, Special Security Officer, Navy
Space Technology; Washington, D.C.; and Master Training Specialist, HQ
United States Pacific Fleet, Honolulu, Hawaii.

WILLIAM K. RICHARDS, JR.  Vice President, Market Research Director,
Hawaii High Health Seafood Corporation, since February 1, 1997.  Honolulu,
Hawaii.

         Manager of The Oceanic Institute, Honolulu, Hawaii, Keahulolu facility
at Kona, Hawaii.  The facility is the Institute's Aquaculture Education and
Training Center, as well as the site of its SPF shrimp holding and breeding
operations.  During his 18-year tenure at the Institute, Mr. Richards managed
and participated in various projects in all phases of marine shrimp research and
development.  He is a registered aquaculture lobbyist in the State of Hawaii. 
Additionally, from 1982 to 1984, Mr. Richards served as Manager of the State
of Hawaii funded marine shrimp research and development program.

         Mr. Richards was a participant in the Leeward Community College
Marine Technology Program and has authored numerous publications.


ROBERT A. KANNA.  Vice President and General Manager, Sunkiss Shrimp
Co. Ltd., Kekaha, Kauai, Hawaii, since March 15, 1997.  Vice President -
Production, CEATECH Plantations,  Hanapepe, Kauai.

         From 1984 to 1995, Mr. Kanna was involved in all facets of the shrimp
program at The Oceanic Institute, as a research assistant and supervisor of
intensive shrimp aquaculture technology.  Mr. Kanna has traveled extensively
in South America and South East Asia for The Oceanic Institute as an
observer, troubleshooter, and personnel trainer for the transfer of shrimp
technology.

         In 1995 he joined Sunkiss Farms Co. Ltd. where he initiated and
successfully operated the shrimp technology developed at The Oceanic Institute
as a total commercial venture, achieving growth and survival rates equaling the
best results and performances reported from previous research and controlled
commercial projects at The Oceanic Institute.

         Mr. Kanna has co-authored numerous important publications and
presentations.

         Mr. Kanna attended Oregon State University from 1978 to 1983 where
he received his Bachelor of Science degree in Fisheries.

LANDIS IGNACIO.  President, Sunkiss Shrimp Co. Ltd., Kekaha, Hawaii. 
Vice President and General Manager, CEATECH Plantations, Inc. since
March 15, 1997.  Kekaha, Hawaii.

         Mr. Ignacio founded Sunkiss Shrimp Co. Ltd. in 1991.  In 1979 he
became Senior Agriculture Coordinator, Irrigation Superintendent of Kekaha
Sugar Co.  He served as the Manager of Agricultural Operations of Amfac
Sugar Kauai (formerly Kekaha Sugar Co.) from 1983 until January, 1997. 
Mr. Ignacio was General Manager and Partner of Waimea Aquatics, an
Aquaculture Farm.

         Professional Societies:  Associate Director, West Kauai Soil and Water
Conservation.  Member, Waimea Professional and Business Association. 
Member, Hawaii/Kauai Cattleman Association.  Member, Hawaii Aquaculture
Association.  

         In 1978, Mr. Ignacio received a Bachelor of Science in Tropical Crop
Production from the University of Hawaii, Hilo, Hawaii, and completed
various management courses at San Jose State University, San Jose,
California.

RICKY N. OYAMA.  Manager CEATECH HHGI Breeding Corp. since
March 15, 1997.  Lawai, Kauai.

         From 1985 to February, 1997, Mr. Oyama was involved in all phases
of the Shrimp Program at The Oceanic Institute, Honolulu, Hawaii,
specializing in the high health, genetically improved breeding program,
maturation system design and development, including coordinating all
maturation experiments.  During 1993 and 1994 he was responsible for the
technology transfer, design and setup, receiving and acclimation of broodstock
and training of personnel from startup at high health projects in Panay in the
Philippines and Salinas, Ecuador.

         Mr. Oyama received his B.A. in Aquaculture from the University of
Hawaii at Manoa, Honolulu, Hawaii.  He has co-authored and published
several papers and articles on maturation, breeding, and broodstock of
specific, pathogen free, and high health, genetically improved shrimp (Penaeus
vannamei).

DAVID M. GODIN.  Shrimp Growout Manager, CEATECH Plantations, Inc.
since February 1, 1997.  Waimea, Kauai.

         From 1988 to January, 1997, Mr. Godin participated in all phases of
shrimp growout, serving as manager and research assistant in that area as well
as interim quarantine and selective breeding programs of The Oceanic
Institute, Honolulu, Hawaii.

         Mr. Godin graduated in May, 1987 with a Bachelor of Science Degree,
Major in Natural Resource Studies, Minor in Wildlife Biology from the
University of Massachusetts.

         Mr. Godin has published and co-authored various articles and
dissertations on fluorescent elastomer internal tagging, feeding and nursery and
growout performance of Pacific White Shrimp (Penaeus vannamei).

DAVID ANTHONY LEONG.  Vice President, Maturation and Hatchery
Operations, CEATECH HHGI Breeding Corp. since April 1, 1997.  Kekaha,
Hawaii.

         December, 1995 to March, 1997, Maturation Department Manager of
GMBS, Inc., Summerland Key, Florida.

         1989 to December 1995, The Oceanic Institute, Honolulu, Hawaii. 
Consultant for maturation and breeding projects, training specialist, disease
technician, overseas consultant and trainer in hatchery and maturation.  

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         To the best knowledge and belief of the Company, each of the
directors, officers or beneficial owners of more than 10% of the Company's
securities named herein has filed all reports required to be filed by Section
16(a) of the Securities Exchange Act of 1934.  None of such reports were filed
on a timely manner following the changes in control of the Company described
herein.  Reporting obligations for Initial Statement of Beneficial Ownership of
Securities, Statement of Changes in Beneficial Ownership, and the Annual
Statement of Changes in Beneficial Ownership were delinquent and are now
fully up to date.


Item 10.  EXECUTIVE COMPENSATION.

         The following table sets forth the compensation provided by the
Company to its officers or directors for services rendered in all capacities to
the Company during the fiscal year ended January 31, 1999.  No executive
officer received compensation in excess of $100,000 for services rendered in
all capacities to the Company during the fiscal year ended January 31, 1999.
<TABLE>
<CAPTION>
Name                               Position Held                 Compensation
<S>                                <C>                                    <C>
Ronald L. Ilsley             Chief Executive Officer                   79,333
                             Chief Financial Officer
                             Chairman of the Board

Ernest K. Dias               President, Chief Operating                99,000
                             Officer, and Director

Paul Bienfang                Senior Vice President
Ph.D.                        Director of Environmental                 84,000
                             Compliance and
                             Technology

Tom Furukawa                 Vice President, Marketing                 42,000

Robert Greenspan             Secretary                                 46,330
</TABLE>

EMPLOYMENT CONTRACTS.  The Company had no employment contracts
with any of its officers or directors during the fiscal year ended January 31,
1999.

DIRECTOR COMPENSATION.  The Company's directors do not receive any
cash compensation for service on the Board of Directors, but are reimbursed
for expenses actually incurred in connection with attending meetings of the
Board of Directors.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.

         The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of record
and beneficially by executive officers, directors, and persons who hold 5.0%
or more of the outstanding Common Stock of the Company.  Also included are
the shares held by all persons who were executive officers and directors as of
the end of the most recent fiscal year, as a group.

<TABLE>
<CAPTION>
Name and Address                      Amount and Nature of         Percent of
of Beneficial Owner                     Owned Beneficially        Class Owned
<S>                                          <C>                   <C>
J.A. Garcia and                          300,000                  7.68%
Ruth E. Garcia
Encino, CA  91436

Ernest K. Dias                           300,000                  7.68%
Honolulu, HI  98613<F1>

Hibiscus Investments, Inc.               280,000                  7.17%
San Diego, CA

Unity House
Honolulu, HI  96815                      250,000                  6.4%

Supreme Noble Holdings                   215,000                  5.51%
Honolulu, HI  96813

Santina Company Ltd.                     200,000                  5.12%
Hong Kong, PRC

Ronald L. Ilsley                         150,000                  3.84%
Honolulu, HI  98613<F1>

Gordon J. Mau                            149,300                  3.82%
1000 Bishop Street, #303
Honolulu, HI  96813<F1>


Charles P. Spira                          89,000                  2.28%
7 Waterfront Plaza
Honolulu, HI  98613<F1>

Paul Bienfang, Ph.D.                      62,000                  1.38%
Honolulu, HI  98613<F1>

Robert Greenspan
Culver City, CA  90230                    50,000                  1.28%

All Officers and
Directors as a Group
(6 in number)                            800,300                 20.49%
<FN>
<F1>
The person listed is an officer, a director, or both, of the Company.
</FN>
</TABLE>


         The foregoing table does not take into account 2,810,149 shares which
may be acquired upon exercise of outstanding Class A warrants which expire
December 31, 2001.  Such warrants may not be exercised unless a registration
statement for the shares underlying the warrants is filed and becomes effective,
and no such registration statement is currently effective.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In Late 1996, the Company hired various key management personnel and
incorporated three wholly owned subsidiaries, CEATECH HHGI Breeding
Corp., CEATECH Plantations, Inc. and Hawaii High Health Seafood Corp.
for the purpose of commencing operations.  CEATECH HHGI Breeding Corp.
functions as the Aqua Breeding Center and broodstock repository responsible
for genetic development, hatching and maturation, as well as production of
"seed" (nauplii and post larvae) for Company growout operations or potential
sales to selected clients.  CEATECH Plantations, Inc. operates the Company's
shrimp growout facilities, as well as production and harvest of shrimp for
processing and sales and future recovery of shell waste for conversion to new
products (chitin and by-products).  Hawaii High Health Seafood Corp. will
engage in the processing, packing, distribution, and marketing of the
Company's plantation raw shrimp and "value added" cooked and prepared
gourmet and dietary products.  

         On or about March 15, 1997, in a stock for stock exchange, the
Company acquired all of the issued and outstanding stock of Sunkiss Shrimp
Co., Ltd., a Hawaii corporation.  Following completion of the transaction,
Sunkiss became a wholly owned subsidiary of the Company.
         
         Financing for the expansion and alteration of the hatchery and
maturation facilities at the former Sunkiss Shrimp Co. facility at Kekaha,
Kauai, (now CEATECH HHGI Breeding Corp.) the construction of 52
growout ponds for CEATECH Plantations, Inc. both wholly owned
subsidiaries of the Company, and additional working capital for operations
were provided by or arranged for by:

         1.        Private placement of $500,000 8.25% Services A Cumulative
Convertible Preferred Stock as of January 31, 1997.

         2.        Private Placement dated May 1, 1997 under exception provided
by Regulation D and Section 4(2) of the Securities Act and Rule 506
thereunder to "Accredited Investors" for a maximum of 100 units at $50,000
per unit or $5,000,000 gross proceeds.  Approximately $2,150,000 of offering
proceeds from this offering had been received as of January 31, 1998 with an
additional $2,000,000 paid or committed by April 30, 1998.

         3.        In early April, 1998 the Company accepted a construction loan
commitment in the amount of $3,000,000 from the Bank of America to
complete the first phase construction of the shrimp growout facilities .  The
loan will be guaranteed by the United States Department of Agriculture.  The
initial construction loan will be interest only for 12 months at Bank of
America's Reference rate plus 2%.  After completion of construction a 7 year
real estate loan also guaranteed by the USDA will go into effect.  The
management feels that upon completion of this phase, the Company can
continue its growth through internally generated cash flow and profits, or
alternatively, additional debt financing or equity placements, as well as
private partnership or limited liability corporation tax structured programs.

Item 13.  EXHIBITS AND REPORTS ON FORM 10-KSB.

         a.        The Exhibits listed below are filed as part of this Annual
Report.

<TABLE>
<CAPTION>
Exhibit No.                   Document
<S>                                <C>

3.1                          Articles of Incorporation (incorporated by reference to
Form 10-KSB/A filed with the Securities and Exchange Commission on behalf
of the Company on May 13, 1997)

3.2                          Bylaws (incorporated by reference to Form 10-KSB/A
filed with the Securities and Exchange Commission on behalf of the Company
on May 13, 1997)

4.1                          Warrant Agent Agreement (incorporated by reference to
Form 10-KSB/A filed with the Securities and Exchange Commission on behalf
of the Company on May 13, 1997)

4.2                          Specimen Class A Warrant Certificate (incorporated by
reference to Form 10-KSB/A filed with the Securities and Exchange
Commission on behalf of the Company on May 13, 1997)

21                           List of Subsidiaries (incorporated by reference to Form
10-KSB/A filed with the Securities and Exchange Commission on behalf of the
Company on May 13, 1997)

27                           Financial Data Schedule
</TABLE>

         b.        There were no reports filed by the Company for the last
quarter of the fiscal year ending January 31, 1998.

Signatures

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated. 


CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY, INC.

By: /s/ ____________________________________
         Ronald L. Ilsley
         CEO, CFO and Director
Date: April 30, 1999

By: /s/ ____________________________________
         Ernest K. Dias
         President, Director
Date: April 30, 1999

By: /s/ ____________________________________
         Robert Greenspan, Secretary
Date:  April 30, 1999
<PAGE>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE