**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-KSB**

**X**Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934

**For the fiscal year ended January 31, 2003**

or

_ Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________

**Commission file number 0-25868**

**Ceatech USA, Inc.**

(Name of small business issuer in its charter)

|**Colorado**                                                   | **84-1293167**                   
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of
incorporation or organization) | (IRS Employer Identification No.)

|**1000 Bishop Street, Suite 303**

**Honolulu, HI** | ******96813**
|--------------------------------------------------- | -------------
|(Address of principal executive offices)            | (Zip Code)   

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

Securities registered under Section 12(b) of the Exchange Act:

**None**

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

**Common Stock, no par value**

(Title of class)

________________________________

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the issuer 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 issuer'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.__

The aggregate market value of common stock held by non-affiliates of the issuer as of April 8, 2003 was $506,932.
As of April 8, 2003, there were 17,426,272 shares of the issuer's common stock outstanding. The issuer's revenue
for the most recent fiscal year was $2,810,337.

Transitional small business disclosure format Yes __ No **X**

**DOCUMENTS INCORPORATED BY REFERENCE**

**None**

**PART I**

**Item 1. Description of Business.**

**General**

Ceatech USA, Inc. ("Ceatech" or "the Company"), formerly known as Controlled Environment
Aquaculture Technology, Inc. and Global Capital Access Corporation, was incorporated under the laws of the State
of Colorado on January 19, 1995. In August 1997, Ceatech's common stock began trading "over-the-counter" on
the NASD Bulletin Board.  The Company's trading symbol is "CEAH".

Ceatech is a shrimp aquaculture company that uses and is refining specialized, advanced biotechnological
methods for breeding and growing premium quality Pacific White Shrimp marketed primarily in Hawaii and the
west coast of the U.S. mainland under the name "Kauai ShrimpTM". The Company's vertically-integrated hatchery,
farm and processing facilities are located on the island of Kauai, Hawaii. Ceatech uses selective breeding and strict
environmental control techniques to produce high health, disease-free hatchery products primarily for stocking the
Company's growout facilities and occasionally for sale to other commercial hatcheries. Ceatech's farm growout
facilities are of advanced technological design and, when combined with the Company's scientifically developed
production protocols and innovative harvesting and processing methods, produce per acre yields of exceptionally
high quality which exceed normal shrimp aquaculture yields.

During the third quarter ended October 31, 2002, Ceatech began to recover from serious production
problems it had been experiencing in its hatchery which prevented restocking of all of its farm growout ponds in a
timely and orderly manner. The interruptions in the supply of good quality seed to the farm had a material adverse
impact on Ceatech's financial and operating performance during the fiscal year ended January 31, 2003. The
hatchery production problems appear to have been resolved and the hatchery is now able to provide more than
adequate seed of improved quality to the farming operation. By the end of December 2002 all of the Company's
existing forty growout ponds had been stocked with juvenile shrimp and in the first quarter of 2003 the farm
returned to a normal harvest schedule.

During the fiscal year ended January 31, 2003, the Company received $1,635,000 from the issuance of
convertible debenture loans and notes payable primarily from existing shareholders. The proceeds from the
debentures and notes were used for working capital and capital improvements including the completion of
construction of twenty one-acre growout ponds and two half-acre nursery ponds.

**Operations**

At its aquaculture farm operations located on the island of Kauai, the Company is applying and refining
advanced technologies for intensive, sustainable shrimp aquaculture farming which were developed as part of a
multimillion dollar aquaculture research program sponsored by the U.S. Department of Agriculture (USDA). These
technologies evolved from over fifteen years of research and practical experimentation conducted within the
aforementioned USDA program by, among others, several of the Company's key technical, managerial and
operations personnel.

Strict quality controls over the entire shrimp production process from breeding to distribution for sale are
an integral part of the Company's technologically advanced aquaculture methods. All of the farm stock is sourced
from Ceatech's own state of the art breeding and hatchery facilities at which selectively bred broodstock and seed
stock are produced and reared under tightly controlled conditions designed and maintained to prevent the
introduction of disease and to insure animal high health. The farm growout facilities are fully lined, circular ponds
designed with and linked to water supply and drainage facilities that enable continuous water exchange and waste
removal during growing cycles. Half-acre ponds are used as nursery units for the rearing of post larvae seed stock to
juvenile stage animals, and one-acre production ponds are used for growing the juvenile shrimp to market size. The
one-acre production ponds are also designed to enable rapid and complete onetime harvesting of a pond that
minimizes product damage and deterioration that may result from prolonged handling by traditional harvest
methods. The farm shrimp are fed exclusively with a commercial feed specifically developed and formulated to
provide good nutrition and promote rapid growth. Finally, the entire growout system includes extensive drainage
canals and large settling basins designed to minimize the environmental impact of waste discharge from the farm.

**Marketing**

The Company's farm product is currently marketed throughout the State of Hawaii and the west coast of
the U.S. mainland under arrangements with wholesale seafood distributors based in Honolulu, Hawaii and San
Francisco, California, respectively. Sales of fresh, chilled, whole shrimp are currently limited to the Hawaii market,
and sales of product in fresh, chilled, tail-only form are earmarked for the U.S. mainland, primarily Las Vegas, and
to specialty seafood stores and outlets in several major west coast cities. Frozen tails, the form in which the majority
of the Company's product is currently distributed, are sold both in Hawaii and on the west coast of the U.S.
mainland.  The Company and its primary distributors market the Company's farm product under the name *Kauai
Shrimp**TM*****.

The Company remains committed to creating and maintaining market differentiation and acceptance of its
shrimp as a premium product at a price higher than prices generally prevailing in the commodity market and works
closely with its distributors who are likewise committed to product promotions designed to obtain premium pricing.
The Company is currently in late-stage negotiations to expand the market for its shrimp in two significant areas:
retail outlets in the continental U.S. which sell only "eco-friendly" premium products, and Japanese and European
markets for frozen head-on product. At present, the Company can only process and fill small orders of fresh head-on product to supply the local market, but the Company expects that the ability to sell significant quantities of its
production in frozen head-on form will have a major impact on the Company's success.  Accordingly, the Company
is making arrangements to acquire additional sorting and freezing equipment for its processing facility that will
enable the Company to make sales of large quantities of frozen head-on product as production permits.

**Competition**

Competition for sale of the Company's farm shrimp is from a full range of capture and aquaculture
suppliers of shrimp worldwide. Despite the fact that global demand for shrimp generally exceeds supply, the
commodity price structure for shrimp is affected significantly by short-term changes in world supply and can be
affected by pricing tactics implemented by some of the world's largest producers. The Company's principal market
strategy is to isolate itself from the effects of general commodity price fluctuations by identifying and establishing a
market for its shrimp as a high health, premium product grown exclusively and uniquely in Kauai, Hawaii.
Nevertheless, sharp downfalls in global commodity prices still have a significant effect on the Company's premium
pricing efforts, especially in the smaller sizes of shrimp where "premium product" differentiation is more difficult.

**Employees**

As of January 31, 2003, the Company had 60 employees, of which 46 were full time. Currently, none of
the Company's employees are represented by a collective bargaining unit.

**Item 2. Description of Property.**

The Company's farm operation is located on approximately 142 acres of leased land at the Kekaha
Agricultural Park on the island of Kauai. The leases with the State of Hawaii have terms that expire in 2042 and
2043. In addition, the Company has been issued a Revocable Permit for 115 acres of land adjacent to its present
farm location on which further expansion of its farming operation is anticipated.

The Company also has a lease expiring in 2024 at the site of its 5,000 square foot processing facility in
Hanapepe, Kauai, totaling approximately one acre.

The Company has a lease expiring in December 2005 for 250 square feet of office space in downtown
Honolulu and a month to month lease for 900 square feet of office space in Waimea on the island of Kauai.

**Item 3. Legal Proceedings.**

As of January 31, 2003, there was no litigation pending in which Ceatech or any of its subsidiaries is a
party, or in which, to the best of management's knowledge, Ceatech or any of its subsidiaries may be joined as a
party.

**Item 4. Submission of Matters to a Vote of Security Holders.**

No matters were submitted to a vote of security holders during the fourth quarter ended January 31, 2003.

**PART II**

**Item 5. Market for Common Equity and Related Stockholder Matters.**

The Company's common stock is traded on the Over the Counter, NASD Bulletin Board under the symbol
"CEAH." The following table sets forth the high and low closing prices for the Company's common stock as
reported on the Bulletin Board for the periods indicated.

|                 | High | Low 
|---------------- | ---- | ----
|Fiscal Year 2002 |      |     
|First Quarter    | 0.90 | 0.55
|Second Quarter   | 0.75 | 0.55
|Third Quarter    | 0.65 | 0.19
|Fourth Quarter   | 0.26 | 0.15
|                 |      |     
|Fiscal Year 2001 |      |     
|First Quarter    | 1.25 | 0.88
|Second Quarter   | 1.25 | 0.91
|Third Quarter    | 1.15 | 0.55
|Fourth Quarter   | 1.00 | 0.55

The closing sale price of the Company's common stock as reported on the Over the Counter Bulletin Board
on April 8, 2003 was $0.17 per share. The prices shown above are bid prices, which represent prices between
broker/dealers and do not include retail mark-ups and mark-downs or any commission to the dealer. The prices may
not reflect actual transactions. At March 31, 2003, there were approximately 378 stockholders of record of the
Company's common stock.

There have been no cash dividends declared or paid on the shares of Ceatech's common stock and
management does not anticipate payment of dividends in the near future. In addition, the Company's Bank of
America loan presently restricts payment of cash dividends.

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

The following discussion contains certain statements that may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that refer to expectations,
projections or other characterization of future events or circumstances, and especially those which include variations
of the words "believes", "intends", "estimates", "anticipates", "expects", "plans", or similar words or variations
thereof, are likely to be forward-looking statements, and as such, are likely to concern matters involving risk,
uncertainty, unpredictability and other factors that could materially and adversely affect the outcome or results
indicated by or inferred from the statements themselves. Therefore, the reader is advised that the following
discussion should be considered in light of the discussion of risks and other factors contained in this Form 10-KSB
and in the Company's other filings with the Securities and Exchange Commission, and that no statements contained
in the following discussion or in this Form 10-KSB should be construed as a guarantee or assurance of future
performance or future results.

**Significant Accounting Policies and Estimates**

The accompanying consolidated financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America. In preparing these consolidated financial statements,
management is required to make certain estimates and assumptions that may affect the reported amounts of assets,
liabilities, revenue and expenses.  Estimates are particularly important in determining the value of the Company's
inventory of shrimp held for sale and in the maturation process. The useful lives and recoverability of long-lived
assets are also determined with the aid of estimates and assumptions. The judgments made by the Company are
based on historical experience and industry trends, among other things, but there can be no assurance that
operational or industry changes will not cause actual results to differ from the Company's estimates.

The carrying value of both frozen shrimp held for sale and shrimp in the maturation process is the lower of
the cost of producing the inventory or the fair market value of the inventory.  The fair market value of shrimp held
for sale is calculated using an expected sales prices for each size category based on recent sales history.  The fair
market value of shrimp in the maturation process is calculated as the total pounds of shrimp tails in the growout
ponds at the end of the period multiplied by the average sales price of shrimp tails during the period less processing
costs.

The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. This Statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. The Company conducted a test for the recoverability of assets as of
January 31, 2003 and, based on the analysis, determined that the Company's carrying value of its long-lived assets
need not be adjusted at the year ended January 31, 2003.  In conducting this test the cash flow from the assets was
estimated for a period of forty years, the assumed life of the shrimp ponds.  The calculation included periodic
expenditures for the replacement and repair of certain pond components such as pond liners and paddlewheels.  The
most critical assumption in the analysis is pond productivity - both as to quantities and sizes of shrimp.  In
estimating fair value of the pond assets the discounted cash flow value assumed construction to 100 ponds, which is
the farm size that the current hatchery has the capacity to supply and that the current processing plant, with some
minor improvements, has the capacity to process.  The cost of constructing the additional ponds was subtracted from
the total discounted cash flow value as an estimate of current asset value.

**Overview**

During the quarter ended October 31, 2002, Ceatech began to recover from serious production problems it
had been experiencing in its hatchery which prevented restocking of all of its farm growout ponds in a timely and
orderly manner. The interruptions in the supply of good quality seed to the farm had a material adverse impact on
Ceatech's financial and operating performance during the year ended January 31, 2003.  The hatchery production
problems have been resolved and the hatchery is now able to provide more than adequate seed of improved quality
to the farming operation.  By the end of December 2002 all of the Company's existing forty growout ponds had
been stocked with juvenile shrimp and in the first quarter of 2003 the farm returned to a normal harvest schedule.

All of the factors that affect the quantity and/or quality of postlarvae produced by a marine shrimp hatchery
such as Ceatech's are not known or completely understood. In the shrimp industry, any hatchery may occasionally
encounter production problems and if typical corrective measures prove ineffective, it is industry practice either to
temporarily discontinue hatchery operations altogether, or to expand production in order to overcome the sub-standard performance. Because of the ongoing requirement of supplying the Company's farm with seed and the
limited size of its hatchery, Ceatech could not address the production problems by employing either of these
solutions. Instead, the Company developed new and innovative solutions that have not only eliminated the need to
suspend production for lengthy periods of time but have also resulted in improved hatchery production performance.

To alleviate the problems in the growout facility which resulted from inadequate hatchery production, the
Company accelerated harvesting of the compromised growout ponds.  This allowed for stocking of the ponds with
better performing juveniles originating from the hatchery after successful corrective actions had been implemented.
However, as a result of the accelerated harvests and a temporary reduction in growth rates resulting from delayed
feed shipments because of the west coast dockworker lockout, the Company suspended harvests for almost thirteen
weeks during November, December and a portion of January 2003.  During this period, the Company continued to
restock the growout ponds with better performing juveniles.  As of January 31, 2003, the farm was operating at full
capacity.

As of January 31, 2003, the frozen inventory was approximately 61,000 pounds. The Company sold shrimp
to its regular customers out of its inventory during the period when harvesting of growout ponds was suspended.
During the month of March 2003, frozen inventory was further reduced to approximately 47,000 pounds as a result
of the sale of three quarters of the inventory of smaller sized shrimp to a local distributor at a substantial discount.
The inventory of small shrimp had built up as a result of diminished growout pond performance due to the use of
compromised hatchery seedstock.

During the year ended January 31, 2003, cash flow from operations was insufficient to cover the
Company's recurring costs and expenses.  This was a result of inefficiencies in farm operations due in large part to
the inability of the hatchery to provide enough seedstock to maintain full production in all of its forty growout
ponds.  Cash flow from operations is expected to improve as the farm returns to a normal harvest schedule.
However, Ceatech continues to believe that further expansion of the farm is required to achieve positive cash flow.

The Company has continued its efforts to obtain the rights to a portion of several thousand acres of State-owned land adjacent to and in the immediate vicinity of the farm formerly leased by a major sugar cane grower. The
Company has a short-term revocable permit for the use of 115 acres of this land located directly across the street
from the present farm site, which is the best available land for efficient expansion of the farm beyond the Kekaha
Agriculture Park. When the Company is able to commit to a long-term use of this property for its farm operations, it
is expected that the revocable permit will be converted into a long-term lease. The Company remains in discussions
with other potential users of portions of the vacated lands and with State of Hawaii representatives in regard to the
best means of structuring long-term leases for these lands and the best means of maintaining and reconfiguring the
infrastructure and vital utility services necessary to support future uses of these lands in the near and long- term.
Through its active participation in the planning process, Ceatech is reasonably confident that it will be able to secure
enough land to accommodate all expansion in the foreseeable future.

**Results of Operations**

**General**

Since its inception in January 1995, the Company has sustained cumulative net losses of approximately
$10.7 million. Such losses have been financed through a combination of funds provided by stockholders and funds
provided by a loan from Bank of America. Based on current shrimp production levels and near-term projected sales
revenue, the Company will be required to obtain additional financing in order to continue to fund losses until such
time as expanded production facilities are operational.

The accompanying consolidated financial statements have been prepared in conformity with generally
accepted accounting principles, which contemplate the realization of assets and the satisfaction of liabilities in the
normal course of business. 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. For the year ended January 31, 2003, the Company incurred a net loss of $3.2 million, and as of January
31, 2003, the Company had an accumulated deficit of $10.7 million. In addition, the Company used cash in
operations of $1.2 million and used cash for investing activities of $309,571 during the year ended January 31,
2003.

The consolidated financial statements do not reflect any adjustments to account for the recoverability of
assets and classification of liabilities which might be necessary should the Company be unable to continue as a
going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient
cash flow internally to meet its obligations on a timely basis, to comply with the terms of its existing loan
agreement, to obtain additional financing or refinancing as may be required, and ultimately to attain positive
operating cash flow. Although the Company has finished construction on the second phase of growout ponds, the
existing forty growout ponds may not be sufficient to enable the Company to generate positive cash flow.

During the quarter ended October 31, 2002, Ceatech began to recover from serious production problems it
had been experiencing in its hatchery which prevented restocking of all of it's farm growout ponds in a timely and
orderly manner. The interruptions in the supply of good quality seed to the farm had a material adverse impact on
Ceatech's financial and operating performance during the year ended January 31, 2003.  The hatchery production
problems have been resolved and the hatchery is now able to provide more than adequate seed of improved quality
to the farming operation.  By the end of December 2002 all of the Company's existing forty growout ponds had
been stocked with juvenile shrimp and in the first quarter of 2003 the farm returned to a normal harvest schedule.

Management intends to lease additional land and to construct more growout ponds. The Company expects
to finance such expansion and concurrent working capital requirements through the issuance of debt and/or equity.
However, there is no assurance that such debt and/or equity can be obtained on terms acceptable to the Company.
The inability to obtain additional debt financing or equity capital will have an adverse impact on the ability of the
Company to continue operations.

**Year End**



For purposes of the following discussion, the Company's 2002 fiscal year ended on January 31, 2003 and
the 2001 fiscal year ended on January 31, 2002.

******Product Sales**

The Company's revenue from shrimp sales for the 2002 fiscal year was approximately $2.8 million
compared to approximately $2.6 million for the 2001 fiscal year. During the 2002 fiscal year, the Company sold
approximately 520,000 pounds of farm shrimp, of which 455,000 pounds were in tail-only form and the remainder
head-on, as compared to 427,000 pounds of farm shrimp, of which 351,000 pounds were in tail-only form, in the
prior year. Revenue from the sale of farm shrimp during the fiscal year ended January 31, 2003 increased primarily
as a result of the sale of approximately 100,000 pounds of frozen tail inventory on hand at January 31, 2002. The
Company's revenue from the sale of hatchery products was $26,000 for fiscal year 2002 as compared to $76,000 for
fiscal 2001. In the near term, the Company has no plans to establish a separate business with its primary purpose
being the production and sale of hatchery products (i.e., broodstock and post larvae animals). The Company will sell
broodstock and post larvae animals to outside hatchery and farm operations that are not in direct competition with
the Company only when its hatchery stocks are far in excess of the amounts needed to service the Company's own
farm operations.

**Cost of Sales**

Cost of sales for the 2002 fiscal year was approximately $4.4 million compared to $2.6 million in fiscal
year 2001. During the year ended January 31, 2003, the Company generated increased losses at the gross margin
level as the result of decreased efficiency of farm production, the reduction to market value of the frozen tail shrimp
inventory, and an increase in depreciation expense related to the prior fiscal year increase in property, plant and
equipment.  Farm production efficiency was hampered by the quality of seedstock provided by the hatchery.
Although forty ponds were available for production, not all of those ponds were in production for the entire year; in
addition, when in production, ponds were often stocked with a lower density of juvenile shrimp. The lower of cost
or market reduction of inventory occurred in connection with the Company's efforts to market certain smaller-sized
frozen shrimp at a substantial discount in order to generate cash.

**General and Administrative Expenses**

General and administrative expenses were $1.2 million for fiscal year 2002 and $1.1 million for fiscal year
2001. The increase in general and administrative expenses was primarily the result of increased insurance and
advertising expense.

**Interest Expense**

During the fiscal years ended January 31, 2003 and January 31, 2002, the Company incurred total interest
costs of approximately $510,000 and $645,000, respectively.  The decrease in interest incurred resulted from lower
interest rates.  In fiscal year ended January 31, 2002, $110,000 was capitalized to the Company's self-constructed
real property improvements, and $535,000 was recognized as interest expense.  The beneficial conversion features
of the convertible debentures have been recognized as discounts to these debentures, and these discounts are
accreted using the interest method. This accretion resulted in $173,000 of interest expense for the year ended
January 31, 2003 versus $81,000 for the year ended January 31, 2002.

**Liquidity and Capital Resources**

Since inception in January 1995, the Company has financed its operations and capital requirements
primarily through a combination of equity and debt. The Company requires additional capital to expand its growout
facilities and for working capital purposes. The Company currently believes its ability to generate sufficient funds
internally for working capital purposes is limited by the lack of such facilities.

********In March 2003, the Company made a private offering of up to $3.5 million in shares of common stock of
the Company to "accredited investors", as the term is defined in Rule 501 of Regulation D of the Securities Act of
1933, in two tranches as follows: (i) $1 million in shares of common stock at $0.10 per share which was fully
subscribed and funded on April 8, 2003, and (ii) $2.5 million in shares of common stock at $0.15 per share which
must be fully subscribed by no later than May 15, 2003. As of April 8, 2003, the Company had received proceeds of
$1 million in connection with this private offering. Subscriptions for the remaining $2.5 million in shares of this
private offering have been recieved as of April 8, 2003, however, funding for such shares is subject to the Company
securing a firm commitment from an outside third party to provide the Company with sufficient financing to
construct no fewer than twenty one-acre growout ponds and related infrastructure facilities and equipment necessary
to put such growout ponds into production or $2.5 million in construction financing for such purposes. Failure to
achieve such financing will have an adverse impact on the ability of the Company to continue its operations.

In August 2002, the Company received $200,000 from existing stockholders; effective as of that same date,
the Company issued 5% Convertible Subordinated Debentures to those stockholders. In addition, effective October
2002, the Company issued $100,000 of 5% Convertible Subordinated Debentures in place of $100,000 of
previously non-interest bearing stockholder loans and advances. In the quarter ended January 31, 2003, the
Company received an additional $700,000 from existing stockholders and $300,000 from a new investor to
purchase 5% Convertible Subordinated Debentures. Interest on these debentures will be accrued at the rate of 5%
per annum and deferred and payable only upon redemption or conversion into shares of the Company's common
stock. Principal and interest on these debentures is due on or before a date twenty-four months after issuance of the
debentures.  The maximum number of shares the Company may be required to issue upon conversion would be
approximately 4,800,000 shares at a price of $0.30 per share.  These debentures are subordinated to the loan payable
to the Bank of America.

During the year ended January 31, 2003 the company also issued notes payable to an existing stockholder
in exchange for $110,000. The notes bear interest at 5% per annum and mature 2 years after issuance.

In April 2001, the Company received commitments for additional capital in the form of subscription
agreements with existing stockholders to purchase up to $3.9 million in principal amount of Dual Rate Convertible
Debentures to be issued by the Company. The subscribers deposited funds required to purchase the full $3.9 million
in principal amount of the debentures in escrow. In February 2002, the Company made its final draws for $225,000
against the funds deposited in escrow. Through March 1, 2002, interest on these debentures was accrued at the rate
of 11.5% per annum.  After March 1, 2002, the annual interest rate on outstanding debentures was reduced to 3.0%.
All interest earned from the date of issuance of each of these debentures through March 1, 2004 is deferred and will
be payable only upon redemption or through conversion into shares of the Company's common stock. Interest
earned on outstanding debentures after March 1, 2004, will be payable quarterly by the Company, in arrears, and
may not be deferred or converted into shares of common stock. The holders of these debentures have the right to
elect to convert the full principal amount of their debentures together with all accrued interest from the date of
issuance through March 1, 2004, into shares of the Company's common stock. The maximum number of shares the
Company may be required to issue upon conversion would be approximately 6,300,000 shares at an average price of
approximately $0.67 per share. These debentures are subordinated to the loan payable to the Bank of America.
Subject to this subordination restriction, these debentures are redeemable at the option of the Company, at any time
before conversion, at a price equal to the total of 100% of their face amount plus all accrued and unpaid interest up
to the date of conversion. If not previously converted or redeemed, the Company will be required to redeem all
outstanding debentures on March 1, 2007.

During the quarter ended January 31, 2002, the Company received approval from the Department of
Agriculture of the State of Hawaii for a loan of $2.5 million to be used primarily for the construction of twenty
growout ponds and four nursery ponds and related infrastructure and equipment on State land adjacent to the
existing Kekaha Agriculture Park farm site which will be acquired under a lease arrangement currently under
negotiation. The Company also received a loan commitment for $2.3 million from Central Pacific Bank conditioned
upon finalization of the aforementioned State loan and upon obtaining a 90% loan guarantee from the United States
Department of Agriculture. Of this $2.3 million loan, $1.3 million was intended to fund the construction of eight
additional one-acre growout ponds and related infrastructure on the two remaining parcels of land in the Kekaha
Agriculture Park not yet under lease to the Company, and $1.0 million was intended to provide working capital. The
commitments for both the State of Hawaii Department of Agriculture and the Central Pacific Bank loans expired
due to covenant issues related to the Company's Bank of America loan. In June 2002, the Bank of America
provided the Company a preliminary list of loan agreement and/or USDA guarantee requirements which, based
upon their review, indicated that the Company was in noncompliance with such requirements. As a consequence,
the Company acknowledges that it is in noncompliance with certain terms of the loan agreement and, in accordance
with generally accepted accounting principles, has classified the entire amount outstanding on that date as current.
The Company is attempting to change or clarify the terms of the agreements with Bank of America and the United
States Department of Agriculture to assure compliance with the loan terms and to render moot any existing issues of
noncompliance.****

**Certain Factors That Might Affect Future Results**

The Company's operating results and financial condition have varied in the past and may vary significantly
in the future due to changes or variations in a number of factors beyond the Company's ability to control or
anticipate. Hence, the descriptions and accounts of the Company and its business as set forth herein include
forward-looking statements that involve matters of considerable risk and uncertainty. The following factors, among
others, could cause actual results to differ materially from those contained in the forward-looking statements made
in this report and presented elsewhere by management from time to time. Such factors, among others, may have a
material adverse effect upon the Company's business, results of operations and financial condition.

The uncertainty of being able to acquire land to accommodate additional expansion of the Company's farm
operations poses risks for the business, which will vary according to the Company's need for and scope of
expansion. The existing forty production ponds are located entirely within the State owned Kekaha Agricultural
Park. The Company leases this land from the State of Hawaii Department of Agriculture for a term of forty-five
years. For future expansion, the best available land is the abundant acreage adjacent to the Agricultural Park
previously devoted to sugar cane but now abandoned and largely unused. Leasehold, infrastructure and utility costs
and the requirements for obtaining land use approval and permits will be significant factors in determining the
ultimate feasibility of expanding into these lands. The risk of competition for acquisition of these lands is mitigated
by the lack of other economically viable long-term uses, but inability to obtain portions of these lands could have a
material adverse effect on the Company's financial condition.

The Company's senior personnel include persons widely acknowledged as authorities in the field of shrimp
aquaculture and high health shrimp breeding and production systems and the most experienced and knowledgeable
authority on all aspects of the agricultural lands of Kekaha, Kauai where the Company's principal operations are
located. Although the Company performs cross training among its technical staff and maintains various operational
protocol documents, the specialized nature of the Company's marine biotechnical operations suggests that loss of
key personnel could have a material adverse affect on the Company.

The geology, location and climate of Hawaii present certain risks of natural disasters such as hurricanes,
volcanic eruptions, flooding, and tsunamis. For example, in 1992 Hurricane Iniki caused substantial damage on the
island of Kauai. Though the Company was not operating during Hurricane Iniki, prototype ponds that were in
existence at the time sustained little damage during the storm. The majority of the Company's infrastructure consists
of low profile basins that present little vertical relief, and could be expected to survive exposure to hurricane winds,
although no assurance can be made that such infrastructure would survive. The Company's hatchery building is
designed to survive winds of up to 140 mph and provisions have been made to direct storm waters from adjacent
lands into existing drainage ditches. Nevertheless, if natural disasters such as hurricanes or severe storms occur on
Kauai, the Company's operations and financial condition may be adversely affected.



The farming operation may be affected by variability in weather both intra-annually (i.e., seasonality) or
inter-annually. Either type of variability that would incur lower temperatures would tend to be associated with lower
growth rates and/or pond productivity. Similarly, either form of temporal climatic variability that would significantly
increase rainfall and/or the potential for significant storm activity could negatively affect farm performance.

The business of the Company is subject to substantial local, state and federal regulations, including, but not
limited to, occupational health and safety standards, food product health and safety regulations, archaeological
preservation laws, and environmental regulations. The Company believes that it has acquired all necessary permits
and licenses for its animals, seawater wells, pumps, ponds, and buildings constructed to date. In 1999, the Company
was granted a permit to discharge effluent to the ocean.  This permit is valid through April 2004 and allows a
discharge volume equivalent to that from 100 ponds. The processing/freezing facility in Hanapepe, Kauai required
approval of a facility design permit from the Department of Health. There is no assurance that additional
environmental or food safety compliance issues will not arise in the future that could have a material effect on the
Company's operations.

All of the potential vectors of shrimp pathogens are not completely known. Contamination from infected
broodstock and/or adjacent shrimp farms are understood to be the principal causes of infection.  The Company has
aggressively applied a disease prophylaxis strategy to prevent infection at its farm. When beginning operations, the
Company first established its hatchery operation with state of the art animals known to be free of diseases
associated with shrimp aquaculture, and committed to use exclusively its high health seed in all its farming
operations. The location selected is an arid, isolated portion of Kauai, an island where no other shrimp farms exist,
and seawater is drawn from deep seawater wells rather than directly from the ocean to preclude the incidental
introduction of pathogens. The Company established rigorous quarantine and biosecurity procedures, a continuous
pathological surveillance program, and health management protocols, and controls the transfer of materials, animals,
vehicles and pedestrian traffic on its hatchery. To date, these and other disease prophylaxis strategies have been
successful. Although such measures are considered the most effective means to ensure animal health, there is no
absolute assurance against an incidence in the future.

Because the importation of infected broodstock is a key source of infection, several countries where shrimp
farming is practiced have increased restrictions, adopted special animal quality assurance requirements, and in some
cases temporarily banned importation of live animals. Management believes that, in general, such actions work in
favor of the Company's marketing of its high health hatchery products because the Company's products have
consistently passed tests based on the most rigorous standards of health quality. However, a substantial proliferation
in the number of shrimp farming countries instituting overall bans on the importation of live animals or changes in
the regulations governing air shipment of live animals could negatively affect the foreign sale of the Company's
products.

All of the potential factors that may affect the quantity and/or quality of postlarvae produced by marine
shrimp hatcheries are not completely known. In the shrimp industry, continuously operating hatcheries occasionally
encounter production problems for reasons that are not fully understood. When/if the wide variety of corrective
measures prove ineffective, it is industry practice to either temporarily discontinue hatcheries operations and dry
out, or to expand larval production facilities in order to overcome sub-standard performance. Interruptions in the
supply of good quality seed to the farm could have a material adverse impact on the Company.

Commercially available feeds of appropriate nutritional composition and acceptable price need to be
shipped from U.S. mainland suppliers to the farm. The unavailability of feed, large price increases, or interruptions
in transport service would negatively affect the Company's operations. In addition, the capability to import
appropriate feeds at acceptable prices is a risk that the Company has attempted to address through the establishment
of relations with multiple feed vendors. Nonetheless, the cessation of business of any one of the specialized feed
suppliers used by the Company, or substantial, industry-wide changes in the economics of the feed industry, or the
occurrence of labor strikes, which interrupt the shipping of feed, could negatively impact the Company's operations.

The Company's basic marketing strategy for its consumable product is to obtain a premium price by
differentiating its shrimp from commodity-grade product in terms of its superior taste, texture, cleanliness and
freedom from chemical additives. The Company should be able to obtain a higher price by demonstrating to its
customers the high quality and purity of the product and the care taken by the Company to assure its high quality.
The Company should also be able to obtain a higher price by marketing its product in the fresh form, as there is no
other fresh chilled product available in the market.  In spite of these marketing efforts, if the world shrimp market is
flooded with low priced commodity grade product, it is likely that the demand for the Company's product and the
amount of premium the Company's product can command will fall temporarily. This is especially true for smaller
sizes of shrimp, which are difficult to market as "premium shrimp". The Company's larger shrimp are less
susceptible to price elasticity. Management believes that the Company can further expand the base of customers
willing to pay a higher price for its shrimp by marketing its shrimp as the only fresh premium product available. The
Company continues to work to improve its ability to consistently produce increased quantities of uniformly sized
premium product to meet the demands of large scale users. The maintenance of quality allows the Company to
mitigate the uncertainties of the global commodity price fluctuations. However, the Company will continue to be
subject to the uncertainties of global commodity price fluctuations which can adversely affect the Company.

**Item 7. Financial Statements.**

The Company's Financial Statements, together with the independent accountants reports, appear at pages
17 through 30 of this Form 10-KSB.

**Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.**

None.

******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 January
31, 2003 were as follows:

|John Chen         | 44 | Director                                         
|----------------- | -- | -------------------------------------------------
|Ernest K. Dias    | 65 | President, Chief Operating Officer and Director  
|Edward T. Foley   | 51 | Executive Vice President, Chief Financial Officer
|Gordon J. Mau     | 56 | Chairman, Board of Directors                     
|Anthony Rutledge  | 56 | Director                                         
|Shinichiro Watari | 55 | Director                                         

Mr. Chen has been a member of the Board of Directors since 1998. Mr. Chen serves as President and
Owner of Plum Creek Golf & Country Club and Plum Creek Villages, a 500 acre residential community
surrounding the golf course in Castle Rock, Colorado, where he is also a member of various local economic
development organizations.  Mr. Chen also serves as President and Owner of Carlton Oaks Golf & Country Club
located in Santee, California.

Mr. Dias has been President, Chief Operating Officer and a Director of the Company since 1997.  From
1988 to 1997, he was Manager of Facilities Development and Construction for The Oceanic Institute in Honolulu,
Hawaii.  Mr. Dias holds a Bachelor of Science degree in Engineering from San Jose State University.

Mr. Foley has been Executive Vice President and Chief Financial Officer since March 2000.  Mr. Foley
has extensive senior-level financial, accounting and administrative experience.  After serving with accounting firms
Coopers & Lybrand and KPMG, he held executive positions with Dole Food Company, Castle & Cooke, Inc., and
C. Brewer Homes, Inc.  Mr. Foley holds a Bachelor of Science degree in Accountancy from the University of
Illinois and is a CPA.

Mr. Mau has been Chairman of the Board of Directors since October 1999 and a member of the Board
since 1998.  Mr. Mau is a practicing attorney in Hawaii specializing in real estate and serves as an officer and/or
director of various organizations including Friends of Hawaii Charities, Inc., Overseas Investors, Inc., Henry H.
Wong Foundation and the Waialae Country Club, among others. Mr. Mau is a graduate of Lafayette College (B.A.
Economics) and New York Law School (J.D.).

Mr. Rutledge has been a Member of the Board of Directors since 2000, and he also serves as President and
Chief Executive Officer of Unity House, Inc., a major shareholder in the Company.  Mr. Rutledge has over 30 years
experience in labor union management, real estate investments and trust fund administration.  He served as the
Financial Secretary-Treasurer of the Hotel Employees and Restaurant Employees Union in Hawaii from 1986 to
2000, and served as a member of the Board of various Hawaii-based organizations.



Mr. Watari has been a Member of the Board of Directors since 2000, and he is Chairman of Hibiscus
Investments, Inc., a major shareholder in the Company.  Mr. Watari is also President and Chief Executive Officer of
Cornes and Co., Ltd. (Japan and Hong Kong), Chairman of Quicksilver Connections Ltd. (Australia) and Chairman
of Pacific World Holdings Ltd. (Hong Kong).  Mr. Watari holds both a Bachelor of Arts and Master of Architecture
degrees from Washington University in St. Louis, Missouri. He also attended the Program for Management
Development at Harvard Business School.

The term of office of each of the directors named above will continue until the next Annual Meeting of
Shareholders or until a successor has been elected and qualified.

**Section 16(a) Beneficial Ownership Reporting Compliance**



Each of the directors, officers or beneficial owners of more than 10% of the Company's securities named
herein are required to comply with the reporting requirements set forth in Section 16(a) of the Securities Exchange
Act of 1934. The Company has not received any reports required to be filed under Section 16 during or with respect
to the year ended January 31, 2003.



**Item 10. Executive Compensation.**

During the fiscal year ended January 31, 2003, the following named executive officers received
compensation in excess of $100,000 for services rendered to the Company:

|Name and                                          | Year Ended  | Annual Compensation
|------------------------------------------------- | ----------- | -------------------
|Principal Position                                | January 31, | Salary             
|Ernest K. Dias                                    | 2003        | $117,500           
|President, Chief Operating Officer                | 2002        | 100,000            
|Edward T. Foley                                   | 2003        | 118,500            
|Executive Vice President, Chief Financial Officer | 2002        | 112,500            

In September 2000, the Company's shareholders approved the Stock Compensation Program ("Program").
A total of 1,000,000 shares of the Company's common stock has been reserved for the Program. As of January 31,
2003 no options have been granted, and no restricted shares have been issued under the Program nor has any officer
or director received any other form of noncash compensation.

The Company had no employment contracts with any of its officers or directors during the fiscal year
ended January 31, 2003. In addition, 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 information as of April 8, 2003, with respect to the beneficial ownership
of the Company's common stock by: (i) each stockholder known by the Company to be the beneficial owner of
more than 5% of the Company's common stock; (ii) each director; (iii) named executive officers; and (iv) all current
executive officers and directors as a group.

|Name and Address               | Amount and Nature    | Percent of
|------------------------------ | -------------------- | ----------
|of Beneficial Owner            | Beneficial Ownership | Class     
|                               |                      |           
|Shinichiro Watari (1)(2)(3)(4) | 8,429,459            | 28.70%    
|9010 Miramar Road              |                      |           
|San Diego, CA 92126            |                      |           
|                               |                      |           
|John Chen (1)(3)               | 5,901,832            | 20.09%    
|1000 Bishop St., Suite 303     |                      |           
|Honolulu, HI 96813             |                      |           
|                               |                      |           
|Unity House, Inc. (3)(4)       | 5,267,690            | 17.93%    
|444 Hobron Lane                |                      |           
|Honolulu, HI 96815             |                      |           
|                               |                      |           
|Anthony Rutledge (1)           | -                    | -         
|444 Hobron Lane                |                      |           
|Honolulu, HI 96815             |                      |           
|                               |                      |           
|Gordon J. Mau (1)(3)(4)        | 3,335,439            | 11.36%    
|1000 Bishop St., Suite 303     |                      |           
|Honolulu, HI 96813             |                      |           
|                               |                      |           
|Ronald W. K. Yee (1)(3)        | 1,798,971            | 6.12%     
|1000 Bishop St., Suite 303     |                      |           
|Honolulu, HI 96813             |                      |           
|                               |                      |           
|Ernest K. Dias (1)             | 300,000              | 1.02%     
|540 Lagoon Dr., Suite 3 & 4    |                      |           
|Honolulu, HI 96819             |                      |           
|                               |                      |           
|Edward T. Foley (1)            | --                   | --        
|1000 Bishop St., Suite 303     |                      |           
|Honolulu, HI 96813             |                      |           
|                               |                      |           
|Directors and named            |                      |           
|executive officers as a        |                      |           
|group (seven persons)          | 19,765,701           | 67.29%    

1) The person listed is an officer, a director, or both, of the Company.

2) Company has issued two 7.75% convertible subordinated debentures totaling $1,000,000 to Hibiscus
Investments, Inc., the beneficial ownership and control of which is attributable to Mr. Watari. Each such
debenture entitles the holder to convert the principle amount thereof, together with accrued but unpaid
interest thereon, into fully paid shares of the Company's common ctock. The shares acquired by conversion
as aforesaid would be "restricted securities" as that term is defined in Rule 144 under the Securities Act of
1933, and accordingly, may not be sold or transferred by the holders thereof in the absence of an effective
registration statement or an opinion of counsel satisfactory to the Company that a proposed transfer does
not violate applicable securities laws. As of April 8, 2003, the number of shares which may be acquired by
Mr. Watari through conversion of these debentures is 1,188,760.

3) The table includes a total of 6,340,239 shares of the Company's common stock, which may be acquired
by certain listed beneficial owners upon conversion of the principal amount of Dual Rate Convertible
Debentures issued to them by the Company which are eligible to be converted as of the Record Date,
together with accrued but unpaid interest thereon. Common stock acquired by conversion as aforesaid
would be "restricted securities" as that term is defined in Rule 144 under the Securities Act of 1933, and
accordingly, may not be sold or transferred by the holders thereof in the absence of an effective registration
statement or an opinion of counsel satisfactory to the Company that a proposed transfer does not violate
applicable securities laws. As of April 8, 2003, the number of shares of common stock which may be
acquired by each of the noted beneficial owners through conversion of the Dual Rate Convertible
Debentures as aforesaid is as follows: (i) Mr. Watari - 1,460,113; (ii) Mr. Chen - 1,725,127; (iii) Unity
House, Inc. - 2,015,811; (iv) Mr. Mau - 512,282; (v) Mr. Yee - 626,907.

4) The table includes a total of 3,060,069 shares of the Company's common stock, which may be acquired
by certain listed beneficial owners upon conversion of the principal amount of 5% Convertible Debentures
issued to them by the Company which are eligible to be converted as of the Record Date, together with
accrued but unpaid interest thereon. Common stock acquired by conversion as aforesaid would be
"restricted securities" as that term is defined in Rule 144 under the Securities Act of 1933, and accordingly,
may not be sold or transferred by the holders thereof in the absence of an effective registration statement or
an opinion of counsel satisfactory to the Company that a proposed transfer does not violate applicable
securities laws. As of April 8, 2003, the number of shares of common stock which may be acquired by
each of the noted beneficial owners through conversion of the Dual Rate Convertible Debentures as
aforesaid is as follows: (i) Mr. Watari - 1,187,306; (ii) Unity House, Inc. - 1,188,379; (iii) Mr. Mau -
684,384.

**Item 12. Certain Relationships and Related Transactions.**

********In March 2003, the Company made a private offering of up to $3.5 million in shares of common stock of
the Company to "accredited investors", as the term is defined in Rule 501 of Regulation D of the Securities Act of
1933, in two tranches as follows: (i) $1 million in shares of common stock at $0.10 per share which was fully
subscribed and funded on April 8, 2003, and (ii) $2.5 million in shares of common stock at $0.15 per share which
must be fully subscribed by no later than May 15, 2003.  As of April 8, 2003, the Company had received proceeds
of $1 million in connection with this private offering.

In August 2002, the Company received $200,000 from existing stockholders; effective as of that same date,
the Company issued 5% Convertible Subordinated Debentures to the stockholders.  In addition, effective October
2002, the Company issued $100,000 of 5% Convertible Subordinated Debentures in place of $100,000 of
previously non-interest bearing stockholder loans and advances.  In the quarter ended January 31, 2003, the
Company received an additional $700,000 from existing stockholders and $300,000 from a new investor to
purchase 5% Convertible Subordinated Debentures.  Interest on these debentures will be accrued at the rate of 5%
per annum and deferred and payable only upon redemption or conversion into shares of the Company's common
stock.  Principal and interest on these debentures is due on or before a date twenty-four months after issuance of the
debentures.  The maximum number of shares the Company may be required to issue upon conversion would be
approximately 4,800,000 shares at a price of $0.30 per share.  These debentures are subordinated to the loan payable
to the Bank of America.

During the year ended January 31, 2003 the company also issued notes payable to Mr. Chen, an existing
stockholder and director, in exchange for $110,000.  The notes bear interest at 5% per annum and mature 2 years
after issuance.

In April 2001, the Company received commitments for additional capital in the form of subscription
agreements with existing stockholders to purchase up to $3.9 million in principal amount of Dual Rate Convertible
Debentures to be issued by the Company. The subscribers deposited funds required to purchase the full $3.9 million
in principal amount of the debentures in escrow. In February 2002, the Company made its final draws for $225,000
against the funds deposited in escrow. Through March 1, 2002 interest on these debentures was accrued at the rate
of 11.5% per annum.  After March 1, 2002, the annual interest rate on outstanding debentures was reduced to 3.0%.
All interest earned from the date of issuance of these debentures through March 1, 2004, is deferred and will be
payable only upon redemption or through conversion into shares of the Company's common stock. Interest earned
on outstanding debentures after March 1, 2004, will be payable quarterly by the Company, in arrears, and may not
be deferred or converted into shares of common stock. The holders of these debentures have the right to elect to
convert the full principal amount of their debentures together with all accrued interest from the date of issuance
through March 1, 2004, into shares of the Company's common stock. The maximum number of shares the Company
may be required to issue upon conversion would be approximately 6,300,000 shares at an average price of
approximately $0.67 per share. These debentures are subordinated to the loan payable to the Bank of America.
Subject to this subordination restriction, these debentures are redeemable at the option of the Company, at any time
before conversion, at a price equal to the total of 100% of their face amount plus all accrued and unpaid interest up
to the date of conversion. If not previously converted or redeemed, the Company will be required to redeem all
outstanding debentures on March 1, 2007.****

**Item 13. Exhibits and Reports on Form 8-K.**

a.  Reports on Form 8-K.



No reports on Form 8-K were filed during the quarter ended January 31, 2002.

b.  Exhibits.



Exhibit No.                                                     Document Description

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 of the Registrant (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)

10.1  Convertible Debenture Subscription Agreement, dated March 22, 2000, between the Registrant and
Hibiscus Investments, Inc. (incorporated by reference to Form 10-KSB/A filed with the Securities and
Exchange Commission on behalf of the Company on May 17, 2000)

10.2  Negative Pledge Agreement, dated march 29, 2000, between the Registrant and Hibiscus
Investments, Inc. (incorporated by reference to Form 10-KSB/A filed with the Securities and Exchange
Commission on behalf of the Company on May 17, 2000)

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)

**Item 14. Controls and Procedures**

Within the ninety days prior to the date of this report, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including the Company's President and Chief
Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the President and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated subsidiaries) required to be included in the
Company's periodic Securities and Exchange Commission filings.

There have been no changes in internal controls or in other factors that could significantly affect internal
controls subsequent to the most recent evaluation described above.

**Signatures**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the issuer has duly
caused this report to be signed on its behalf by the undersigned thereto duly authorized.

Ceatech USA, Inc.

(Issuer)

|Date: April 30, 2003 | By: /s/ ERNEST K. DIAS 
|-------------------- | -----------------------
|                     | Ernest K. Dias         
|                     | President,             
|                     | Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1934, the following persons on behalf of the
registrant and in the capacities and on the dates indicated have signed this report below.

|Signature                     | Title                      | Date          
|----------------------------- | -------------------------- | --------------
|                              |                            |               
|By:/s/ JOHN CHEN              | Director                   | April 30, 2003
|John Chen                     |                            |               
|                              |                            |               
|By:/s/ ERNEST K. DIAS         | President, Chief Operating | April 30, 2003
|Ernest K. Dias                | Officer                    |               
|(principal executive officer) |                            |               
|                              |                            |               
|By: /s/ EDWARD T. FOLEY       | Executive Vice President,  | April 30, 2003
|Edward T. Foley               | Chief Financial Officer    |               
|(principal financial and      |                            |               
|accounting officer)           |                            |               
|                              |                            |               
|By:/s/ GORDON J. MAU          | Chairman of the Board      | April 30, 2003
|Gordon J. Mau                 |                            |               
|                              |                            |               
|By:/s/ ANTHONY RUTLEDGE       | Director                   | April 30, 2003
|Anthony Rutledge              |                            |               
|                              |                            |               
|By:/s/ SHINICHIRO WATARI      | Director                   | April 30, 2003
|Shinichiro Watari             |                            |               

**REPORT OF INDEPENDENT ACCOUNTANTS**

To the Board of Directors and Stockholders

Ceatech USA, Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations,
stockholders' equity (deficiency) and cash flows present fairly, in all material respects, the financial position of
Ceatech USA, Inc. and its subsidiaries at January 31, 2003, and the results of their operations and their cash flows
for the years ended January 31, 2003 and 2002 in conformity with accounting principles generally accepted in the
United States of America. 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 audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from
operations, has negative working capital and has negative stockholders' equity.  These matters raise substantial
doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

PricewaterhouseCoopers, LLP

Honolulu, Hawaii

April 18, 2003

**Ceatech USA, Inc. and Subsidiaries**

**Consolidated Balance Sheet**

|                                                               | **January 31,**
|-------------------------------------------------------------- | ---------------
|                                                               | **2003**       
|**Assets**                                                     |                
|Current assets                                                 |                
|Cash and cash equivalents                                      | $       46,064 
|Accounts receivable - net                                      | 87,048         
|Inventory                                                      | 1,458,315      
|Other                                                          | 13,629         
|Total current assets                                           | 1,605,056      
|Property, plant and equipment - net                            | 7,240,279      
|Total assets                                                   | $  8,845,335   
|                                                               |                
|**Liabilities and Stockholders' Deficiency**                   |                
|Current liabilities                                            |                
|Accounts payable                                               | $     975,633  
|Current portion of long-term debt                              | 2,226,380      
|Other                                                          | 127,557        
|Total current liabilities                                      | 3,329,570      
|                                                               |                
|Long-term debt                                                 | 25,827         
|Notes payable to stockholder                                   | 110,000        
|Convertible debentures, net of beneficial conversion feature   | 4,980,066      
|Accrued interest on convertible debentures                     | 544,341        
|Commitments and contingencies                                  | --             
|Stockholders' deficiency                                       |                
|Preferred sotck at no par value: 10,000,000 shares authorized, |                
|no shares issued and outstanding                               | --             
|Common stock at no par value: 100,000,000 shares authorized,   |                
|7,426,272 issued and outstanding                               | 8,835,866      
|Additional paid-in capital                                     | 1,682,422      
|Retained deficit                                               | (10,662,757)   
|Total stockholders' deficiency                                 | (144,469)      
|Total liabilities and stockholders' deficiency                 | $   8,845,335  

The accompanying notes are an integral part of these consolidated financial statements.****

**Ceatech USA, Inc. and Subsidiaries**

**Consolidated Statements of Operations**

|                                        | **Year ended January 31,**
|--------------------------------------- | --------------------------
|                                        | **2003**                  
|                                        |                           
|Sales                                   | $  2,810,337              
|Cost of sales                           | 4,378,800                 
|Gross margin (loss)                     | (1,568,463)               
|                                        |                           
|General and administrative expenses     | 1,169,024                 
|Loss from operations                    | (2,737,487)               
|Interest expense                        | (510,293)                 
|Interest income                         | 122                       
|Other income                            | 13,725                    
|                                        |                           
|Net loss                                | $(3,233,933)              
|                                        |                           
|Basic and diluted loss per common share | $         (0.44)          

The accompanying notes are an integral part of these consolidated financial statements.****

****

**Ceatech USA, Inc. and Subsidiaries**

**Consolidated Statements of Cash Flows**

|                                                                           | **Year ended January 31,**
|-------------------------------------------------------------------------- | --------------------------
|                                                                           | **2003**                  
|Operating activities                                                       |                           
|Net loss                                                                   | $(3,233,933)              
|Adjustments to reconcile net loss to net cash used in operating activities |                           
|Depreciation                                                               | 620,836                   
|Other                                                                      | 173,445                   
|Net changes in operating assets and liabilities                            |                           
|Accounts receivable                                                        | 224,106                   
|Inventory                                                                  | 666,877                   
|Other assets                                                               | 33,304                    
|Accounts payable                                                           | 137,818                   
|Other liabilities                                                          | 196,866                   
|Net cash used in operating activities                                      | (1,180,681)               
|                                                                           |                           
|Investing activities                                                       |                           
|Capital expenditures                                                       | (309,571)                 
|Net cash used in investing activities                                      | (309,571)                 
|                                                                           |                           
|Financing activities                                                       |                           
|Proceeds from issuance of convertible debentures                           | 1,525,000                 
|Proceeds from issuance of common stock                                     | --                        
|Proceeds from stockholder notes payable                                    | 110,000                   
|Use of restricted cash for revolving line of credit                        | --                        
|Principal payment on revolving line of credit                              | --                        
|Proceeds from issuance of debt                                             | --                        
|Principal payments on long-term debt                                       | (321,043)                 
|Net cash provided by financing activities                                  | 1,313,957                 
|                                                                           |                           
|Change in cash and cash equivalents                                        | (176,295)                 
|Cash and cash equivalents at beginning of period                           | 222,359                   
|Cash and cash equivalents at end of period                                 | $      46,064             
|                                                                           |                           
|Supplemental cash flow information                                         |                           
|Interest paid, net of amounts capitalized                                  | $    104,574              
|Income taxes paid                                                          | --                        

The accompanying notes are an integral part of these consolidated financial statements.****

**Ceatech USA, Inc. and Subsidiaries**

**Consolidated Statements of Stockholders' Equity (Deficiency**)

|                                  |              |            |             |               | Total        
|--------------------------------- | ------------ | ---------- | ----------- | ------------- | -------------
|                                  |              |            | Additional  |               | Stockholders'
|                                  | Common Stock | Paid-In    | Accumulated | Equity       
|                                  | Shares       | Amount     | Capital     | Deficit       | (Deficiency) 
|Balance, January 31, 2001         | 6,089,272    | $7,498,866 | $208,325    | $(5,783,544)  | $1,923,647   
|Issuance of common stock          | 1,337,000    | 1,337,000  | --          | --            | 1,337,000    
|Convertible debentures beneficial |              |            |             |               |              
|conversion feature                | --           | --         | 1,387,528   | --            | 1,387,528    
|Net loss                          | --           | --         | --          | (1,645,280)   | (1,645,280)  
|Balance, January 31, 2002         | 7,426,272    | 8,835,866  | 1,595,853   | (7,428,824)   | 3,002,895    
|Convertible debentures beneficial |              |            |             |               |              
|conversion feature                | --           | --         | 86,569      | --            | 86,569       
|Net loss                          | --           | --         | --          | (3,233,933)   | (3,233,933)  
|Balance, January 31, 2003         | 7,426,272    | $8,835,866 | $1,682,422  | $(10,662,757) | $  (144,469) 

The accompanying notes are an integral part of these consolidated financial statements.

******Ceatech USA, Inc. and Subsidiaries**

**Notes to Consolidated Financial Statements**

**1.  ORGANIZATION**

Ceatech USA, Inc. ("Ceatech" or "the Company") was incorporated under the laws of the State of
Colorado on January 19, 1995.

Ceatech is a shrimp aquaculture company that uses specialized, advanced biotechnological methods for
breeding and growing premium quality Pacific White Shrimp marketed primarily in Hawaii and the U.S. mainland
under the name "Kauai Shrimp". The Company's vertically-integrated hatchery, farm and processing facilities are
located on the island of Kauai, Hawaii. Ceatech uses selective breeding and strict environmental control techniques
to produce high-health, disease-free hatchery products primarily for stocking the Company's growout facilities and
occasionally for sale to other commercial hatcheries. Ceatech's farm growout facilities are of advanced
technological design and, together with the Company's highly evolved production protocols and innovative
harvesting and processing methods, produce exceptionally high per acre yields of distinctively high quality table
shrimp.

**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. Ceatech has
sustained net losses since inception and presently does not have sufficient committed outside sources of capital to
fund such losses. Therefore, doubt must be expressed regarding Ceatech's continuing viability. For the year ended
January 31, 2003, Ceatech incurred a net loss of $3,233,933, and at January 31, 2003, Ceatech had an accumulated
deficit of $10,662,757 and negative working capital of $1,724,514, which, along with the insufficiency of
committed outside capital to fund any future losses and violation of debt covenants on the Company's long-term
debt, raises substantial doubt about its ability to continue as a going concern. In addition, during the year ended
January  31, 2003, Ceatech used cash in operations of $1,180,681 and used cash for capital expenditures of
$309,571 and, therefore, had to rely on outside sources of cash to fund operations and capital expenditures.

The consolidated financial statements do not reflect any adjustments to account for the recoverability of
assets and classification of liabilities which might be necessary should Ceatech be unable to continue as a going
concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash
flow internally to meet its obligations on a timely basis, to comply with the terms of its existing loan agreements, to
obtain additional financing or refinancing as may be required, and ultimately to attain positive operating cash flow.
Although Ceatech has finished construction on the second phase of growout ponds, the existing forty growout
ponds may not be sufficient to enable the Company to generate positive cash flow.

During the quarter ended October 31, 2002, Ceatech began to recover from serious production problems it
had been experiencing in its hatchery which prevented restocking of all of its farm growout ponds in a timely and
orderly manner. The interruptions in the supply of good quality seed to the farm had a material adverse impact on
Ceatech's financial and operating performance during the year ended January 31, 2003.  The hatchery production
problems have been resolved and the hatchery is now able to provide more than adequate seed of improved quality
to the farming operation.  By the end of December 2002 all of the Company's existing forty growout ponds had
been stocked with juvenile shrimp and in the first quarter of 2003 the farm returned to a normal harvest schedule.

The Company also intends to lease additional land and to construct more growout ponds. Such expansion
would be financed through the issuance of debt or equity. However, there is no assurance that such debt or equity
can be obtained on terms acceptable to the Company. The inability to obtain additional debt financing or equity
capital will have an adverse impact on the ability of the Company to continue operations.

**3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

This summary of accounting policies of the Company is presented to assist in understanding the
Company's financial statements. These accounting policies conform to generally accepted accounting principles.



a)  Consolidation Policy

The consolidated financial statements include the accounts of Ceatech USA, Inc. and its wholly owned
subsidiaries, Ceatech HHGI Breeding Corp., Ceatech Plantations, Inc., Sunkiss Shrimp Co., Ltd., Ceatech
Investment Partners, LLC and Hawaii High Health Seafood Corp. Significant intercompany transactions
and amounts have been eliminated in consolidation.

b)  Revenue Recognition

Revenue from the sale of the Company's farm shrimp and hatchery products is recognized upon shipment
of the product, at which time title passes to the customer.

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)  Fair Value of Financial Instruments

The carrying value of certain of the Company's financial instruments, including cash, accounts receivable
and accounts payable approximates fair value due to the relatively short maturity of such instruments. The
current value of the Company's borrowings under its short-term notes payable and long-term debt
instruments approximate fair value based on discounting the projected cash flows using market rates
available for similar maturities. None of the Company's financial instruments are held for trading purposes.

e)  Concentration of Credit Risk - Cash

The Company maintains its cash balances in financial institutions located in Hawaii. The Federal Deposit
Insurance Corporation insures the balances up to $100,000. At various times throughout the year ended
January 31, 2003, the Company maintained balances in excess of federally insured limits.

f)  Major Customers

The Company had two major customers that accounted for approximately 83% of sales for the year ended
January 31, 2003, and approximately 77% of accounts receivable as of January 31, 2003. During the year
ended January 31, 2002, two customers accounted for approximately 81% of sales.

g)  Cash and Cash Equivalents

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

h)  Accounts Receivable

The allowance for doubtful accounts is established through a provision for bad debts charged to expense.
Receivables are charged off against the allowance when management believes that the collectibility of the
account is unlikely. Recoveries of amounts previously charged off are credited to revenues. The allowance
for doubtful accounts as of January 31, 2003 was $80,483.

i)  Inventory

Inventory is stated at the lower of cost or market. Cost is determined using the first-in first-out method.
Shrimp in maturation process and shrimp held for sale include the cost of maintenance to maturity.
Inventory at January 31, 2003 was composed of the following:

|Shrimp in maturation process | $972,261  
|---------------------------- | ----------
|Shrimp held for sale         | 275,145   
|Broodstock shrimp            | 109,006   
|Feed                         | 75,285    
|Supplies                     | 26,618    
|                             | $1,458,315

j)  Interest

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, 2003, the Company did not
capitalize any interest. Total interest incurred for the year ended January 31, 2003 amounted to $510,293.
Total interest incurred amounted to $644,843 for the year ended January 31, 2002, including $110,231
capitalized to property and equipment.

k)  Income Taxes

The Company files a consolidated federal income tax return.  During the years ended January 31, 2003 and
2002, the Company paid no income taxes.

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) Property, Plant and Equipment

Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to
expense as incurred. Depreciation of property, plant and equipment is provided using the straight-line
method over their estimated useful lives.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. If the asset is deemed impaired and the fair value is less than
the carrying amount of the asset, a loss is recognized for the difference.  Management's conclusion as to
the recoverability of long-lived assets is based, in part, on estimates of future cash flows expected to be
generated or realized from the assets.  Changes in estimates, based on changes in market conditions and
various other factors, may impact management's conclusion.

Property, plant and equipment at January 31, 2003 consisted of the following:

|Asset Classification             | Amounts     | Estimated Lives
|-------------------------------- | ----------- | ---------------
|Land improvements                | $2,989,801  | 15-39 years    
|Ponds                            | 2,788,445   | 7-10 years     
|Buildings                        | 1,810,179   | 20-39 years    
|Equipment                        | 1,683,616   | 5-10 years     
|                                 | 9,272,041   |                
|Less  - Accumulated Depreciation | (2,031,762) |                
|                                 | $7,240,279  |                



Depreciation expense amounted to $620,836 for the year ended January 31, 2003 and $525,800 for the
year ended January 31, 2002.

m)  Loss Per Share

Loss per share calculations are in accordance with SFAS No. 128, "Earnings Per Share." "Basic" earnings
(loss) per share is calculated by dividing net income (loss) by the weighted average number of common
shares outstanding for the year. "Diluted" earnings (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding plus the dilutive effect of
outstanding convertible debentures. Dilutive securities of approximately 8,060,180 and 3,795,266 related
to convertible debentures are not included in the calculation of diluted earnings (loss) per share in the years
ended January 31, 2003 and January 31, 2002, respectively, because they are antidilutive. Net loss per
share is computed as follows:

|                           | Year Ended January 31,
|-------------------------- | ----------------------
|                           | 2003                  
|Net loss                   | $(3,233,933)          
|Weighted average           |                       
|common shares              | 7,426,272             
|Basic and diluted net loss |                       
|per common share           | $ (0.44)              

n)  Advertising

The Company expenses advertising costs as they are incurred. Advertising expenses for the years ended
January 31, 2003 and 2002 were $71,833 and $32,816, respectively.

**4.  LONG-TERM DEBT**

Long-term debt consisted of the following amounts at January 31, 2003:

|Bank of America loan payable at year-end interest rate of 5.375% | $2,170,717 
|---------------------------------------------------------------- | -----------
|Other                                                            | 81,490     
|                                                                 | $2,252,207 
|Less current portion                                             | (2,226,380)
|                                                                 | $25,827    

The Company has a loan payable to Bank of America, collateralized by the ponds, buildings, improvements
and leasehold interest in certain properties, guaranteed by the United States Department of Agriculture (USDA),
due in monthly payments of $44,689 with interest payable at prime plus 2%. The maturity date is April 2007.
Among other restrictions, 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 stockholders, 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.

In July 2002, the Bank of America provided the Company a list of loan agreement and/or USDA guarantee
requirements which, based upon their review, indicated that the Company was in noncompliance with such
requirements. As a consequence, the Company acknowledges that it is in noncompliance with certain terms of the
loan agreement as of January 31, 2003 and, in accordance with generally accepted accounting principles, has
classified the entire amount outstanding on that date as current. The Company is attempting to change or clarify the
terms of the agreements with Bank of America and the USDA to assure compliance with the loan terms and to
render moot any existing issues of noncompliance.

In October 2002, the Bank of America informally agreed to a moratorium on payment of principal and
interest.

Future maturities for the long-term debt are as follows:

|Years ending January 31, |           
|------------------------ | ----------
|2004                     | $2,226,380
|2005                     | 22,537    
|2006                     | 3,290     
|                         | $2,252,207

During the year ended January 31, 2003 the company also issued notes payable to an existing stockholder
in exchange for $110,000.  The notes bear interest at 5% per annum and mature 2 years after issuance.

**5.  CONVERTIBLE DEBENTURES**

Convertible subordinated debentures consisted of the following amounts as of January 31, 2003:

|Dual rate convertible subordinated debentures, net of |           
|----------------------------------------------------- | ----------
|conversion feature of $1,160,691                      | $2,739,309
|Hibiscus Investments, Inc. debentures                 | 1,000,000 
|5% convertible subordinated debentures, net of        |           
|conversion feature of $59,243                         | 1,240,757 
|                                                      | $4,980,066

In August 2002, the Company received $200,000 from existing stockholders; effective as of that same date,
the Company issued 5% Convertible Subordinated Debentures to the stockholders.  In addition, effective October
2002, the Company issued $100,000 of 5% Convertible Subordinated Debentures in place of $100,000 of
previously non-interest bearing stockholder loans and advances.  In the quarter ended January 31, 2003, the
Company received an additional $700,000 from existing stockholders and $300,000 from a new investor to
purchase 5% Convertible Subordinated Debentures.  Interest on these debentures will be accrued at the rate of 5%
per annum and deferred and payable only upon redemption or conversion into shares of the Company's common
stock.  Principal and interest on these debentures is due on or before a date twenty-four months after issuance of the
debentures.  The maximum number of shares the Company may be required to issue upon conversion would be
approximately 4,800,000 shares at a price of $0.30 per share.  These debentures are subordinated to the loan payable
to the Bank of America.

The Company has determined that the 5% Convertible Subordinated Debentures have a beneficial
conversion feature of $73,334, which has been recognized as a discount to these debentures and as additional paid-in capital.  The beneficial conversion feature represents the intrinsic value, the excess of the Company's stock price
over the conversion price, as of the date the debenture was issued.  The discount is accreted using the interest
method and such accretion amounted to $14,091 for the year ended January 31, 2003.

In April 2001, the Company received commitments for additional capital in the form of subscription
agreements with existing stockholders to purchase up to $3.9 million in principal amount of Dual Rate Convertible
Debentures to be issued by the Company. The subscribers deposited funds required to purchase the full $3.9 million
in principal amount of the debentures in escrow. In February 2002, the Company made its final draws for $225,000
against the funds deposited in escrow. Through March 1, 2002 interest on these debentures was accrued at the rate
of 11.5% per annum.  After March 1, 2002, the annual interest rate on outstanding debentures was reduced to 3.0%.
All interest earned from the date of issuance of each of these debenture through March 1, 2004, is deferred and will
be payable only upon redemption or through conversion into shares of the Company's common stock. Interest
earned on outstanding debentures after March 1, 2004, will be payable quarterly by the Company, in arrears, and
may not be deferred or converted into shares of common stock. The holders of these debentures have the right to
elect to convert the full principal amount of their debentures together with all accrued interest from the date of
issuance through March 1, 2004, into shares of the Company's common stock. The maximum number of shares the
Company may be required to issue upon conversion would be approximately 6,300,000 shares at an average price of
approximately $0.67 per share. These debentures are subordinated to the loan payable to the Bank of America.
Subject to this subordination restriction, these debentures are redeemable at the option of the Company, at any time
before conversion, at a price equal to the total of 100% of their face amount plus all accrued and unpaid interest up
to the date of conversion. If not previously converted or redeemed, the Company will be required to redeem all
outstanding debentures on March 1, 2007.

The Company has determined that these outstanding debentures had a beneficial conversion feature of
$1,400,764. This beneficial conversion feature has been recognized as a discount to the Dual Rate Convertible
Debentures and as additional paid-in capital. The discount is accreted using the interest method. Such accretion
amounted to $159,354 for the year ended January 31, 2003 and $240,073 from the dates of issuance through
January 31, 2003.

******6.  LEASES**

The Company leases from the State of Hawaii several parcels of land within the Kekaha Agricultural Park
on which the nursery and growout ponds are located. These lease terms expire in 2042 and 2043.  Total base rent
for these parcels is $20,912 per year.  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 Company also has a 35-year lease with the State
of Hawaii for the property on which the hatchery facilities are located. This lease expires on July 31, 2029. Rent is
the greater of $800 per year or 3% of gross receipts. The processing plant is located on property in Hanapepe, which
the Company leases from the State of Hawaii for a base annual rent of $4,400, plus the excess of 3% of retail sales
above the base rent.  The rent amounts on all of these leases are to be re-determined periodically (every 7 to 15
years) throughout the lease terms.  The company also leases an office in Honolulu and an office and corporate house
in Waimea under annual and month-to-month lease agreements.  Rent expense under these leases was $71,939
during the year ended January 31, 2003 and $72,934 during the year ended January 31, 2002.

Minimum future payments required under the leases are as follows:

|Years Ending January 31, | Land Leases
|------------------------ | -----------
|2004                     | $   26,112 
|2005                     | 26,112     
|2006                     | 26,112     
|2007                     | 26,112     
|2008 and thereafter      | 856,901    
|                         | $961,349   

**7.  STOCKHOLDERS' EQUITY (DEFICIENCY**)

The Company has authorized 100 million shares of no par value common stock. Each share entitles the
holder to one vote. There are no dividend or liquidation preferences, participation rights, call prices or rates, sinking
fund requirements, or unusual voting rights associated with these shares. As of January 31, 2003, the Company had
7,426,272 shares of common stock outstanding.

The Company has authorized 10 million shares of preferred stock. Under the terms of the Articles of
Incorporation, the Board of Directors may issue preferred stock for any proper corporate purpose. In approving any
issuance, the Board has the broad authority to determine rights, privileges, and preferences of the preferred stock,
which may be issued as more than one class or series.  The rights, privileges, and preferences may include voting,
dividend, conversion, redemption, participation, and liquidation rights. As of January 31, 2003 no preferred stock is
issued or outstanding.

****In March 2003, the Company made a private offering of up to $3.5 million in shares of common stock of
the Company to "accredited investors", as the term is defined in Rule 501 of Regulation D of the Securities Act of
1933, in two tranches as follows: (i) $1 million in shares of common stock at $0.10 per share which was fully
subscribed and funded on April 8, 2003, and (ii) $2.5 million in shares of common stock at $0.15 per share which
must be fully subscribed by no later than May 15, 2003.  As of April 8, 2003, the Company had received proceeds
of $1 million in connection with this private offering.

As of January 31, 2003, approximately 12.3 million shares of common stock were reserved for issuance
under the convertible debentures.

**8.  PROFIT SHARING 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 up to 15% of compensation
per year limited to an annual maximum amount as set periodically by the Internal Revenue Service. 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, 2003 and 2002, the Company did not make a matching contribution. Employees are
100% vested in their own contributions.

**9.  INCOME TAXES**

The Company accounts for income taxes under the provision of SFAS No. 109. Under SFAS No. 109,
deferred income tax assets or liabilities are computed based on the temporary difference between the financial
statement and income tax bases of assets and liabilities using the current marginal income tax rate. Deferred income
tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to
period. Deferred tax assets may be recognized for temporary differences that will result in deductible amounts in
future periods and for loss carryforwards. Deferred tax liabilities may be recognized for temporary differences that
will result in taxable amounts in future periods. A valuation allowance is recognized if, based on the available
evidence, it is more likely that not that some portion or all of the deferred tax asset will not be realized.  Due to the
ongoing nature of the losses and the potential inability of the Company ever to realize a benefit, a valuation
allowance has been established for 100% of the deferred tax asset. If the Company achieves profitability at a future
date, some or all of the deferred tax asset may be realized.



Total income tax benefit differs from the expected tax benefit as a result of the following:

|                          | Year ended       |        | Year ended       |       
|------------------------- | ---------------- | ------ | ---------------- | ------
|                          | January 31, 2003 |        | January 31, 2002 |       
|Computed expected benefit | $ 1,131,877      | 35.0%  | $ 575,848        | 35.0% 
|State tax benefit         | 206,972          | 6.4%   | 105,298          | 6.4%  
|Other                     | 111,253          | 0.0%   | 97,651           | 0.0%  
|Valuation allowance       | (1,450,102)      | -41.4% | (778,797)        | -41.4%
|                          | $            --  |        | $           --   |       

The primary differences at January 31, 2003, which give rise to deferred taxes are as follows:

|Deferred tax asset:                                   |                  
|----------------------------------------------------- | -----------------
|Net operating loss carryforward                       | $ 4,723,385      
|Other timing differences                              | 101,290          
|State tax effect                                      | (235,532)        
|Difference between tax and book basis of fixed assets | (471,531)        
|Deferred tax valuation allowance                      | (4,117,612)      
|                                                      | $              --

At January 31, 2003, a net operating loss carryforward of approximately $11.4 million expiring in various
years through 2022 is available to offset future taxable income for financial reporting purposes.



I, Ernest K. Dias, certify that:

1. I have reviewed this annual report on Form 10-KSB of Ceatech USA, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: April 30, 2003

By: /s/ ERNEST K. DIAS

Ernest K. Dias

President

Chief Operating Officer

I, Edward T. Foley, certify that:

1. I have reviewed this annual report on Form 10-KSB of Ceatech USA, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: April 30, 2003

By: /s/ EDWARD T. FOLEY

Edward T. Foley

Executive Vice President

Chief Financial Officer