UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2001
MARICULTURE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-31521 65-0677315
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
P.O. Box 968
Lake Stevens, Washington 98258
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 397-0409
N/A
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(Former name or former address, if changes since last report)
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Phone:(561) 832-5696
Facsimile:(561) 659-5371
The purpose of this current report on Form 8-K is to change the
Registrant's Certifying Accountant.
ITEM 4(a). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 23, 2001 Moss Adams LLP notified the Company that they were
resigning as the Company's independent auditors. The stated reasons were that
the firm's workload was such that the firm could no longer meet the time
deadlines imposed by the Company and the Commission.
Audited statements prepared by Moss Adams LLP contained a going concern
qualification but such financial statements did not contain any adjustment for
uncertainties stated therein.
During the Registrant's most recent fiscal year and during any
subsequent interim period preceding the date of resignation, the Company has had
no disagreements with Moss Adams LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
No accountant's report on the financial statements for the past year
contained an adverse opinion or a disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles.
On February 23, 2001 the Company provided Moss Adams LLP with a copy of
this disclosure and requested that it furnish a letter to the Company, addressed
to the SEC, stating that it agreed with the statements made herein or the
reasons why it disagreed. On February 23, 2001, the Company received a letter
from Moss Adams LLP that it agreed with the statements contained herein.
Item 4(b). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On February 23, 2001, the Company engaged the firm of Grant Thornton
LLP of 701 Pike Street, Seattle, WA 98101-2310 as the Company's independent
auditors. Such appointment was accepted by James D. Young, Managing Partner.
Prior to such engagement, the Company had not consulted Grant Thornton LLP on
any prior matters, including any matters relative to the application of
accounting principles or any subject of disagreement with Moss Adams LLP.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Item 1. Index to Exhibits
Exhibit No. Description
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3.(i).1 [1] Articles of Incorporation of Mariculture Systems, Inc. filed July 8, 1996.
3.(ii).1 [1] Bylaws of Mariculture Systems, Inc.
4.1 [1] Promissory Note in the amount of $18,000 bearing 10% interest in favor of
William Evans dated April 1996.
4.2 [1] Form of Private Placement Offering of 1,200,000 common shares at $0.01 per share.
4.3 [1] Promissory Note in the amount of $10,000 bearing 10% interest in favor of William
Evans dated January 1997.
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4.4 [1] Promissory Note in the amount of $22,000 bearing 10% interest in favor of William
Evans dated April 1997.
4.5 [1] Form of Private Placement Offering of 985,000 common shares at $1.00 per share.
4.6 [1] Promissory Note in the amount of $14,400 bearing 12% interest in favor of Elaine
Meilahn dated March 2000.
4.7 [1] Promissory Note in the amount of $21,970 bearing 12% interest in favor of David
Meilahn dated March 2000.
4.8 [1] Promissory Note in the amount of $10,600 bearing 12% interest in favor of Elaine
Meilahn dated August 2000.
4.9 [2] Promissory Note in the amount of $5,000 bearing 12% interest in favor of
Elaine Meilahn dated December 1, 2000.
10.1 [1] Share Exchange Agreement dated August 1996.
10.2 [1] Agreement with Corporate Imaging dated July 1997.
10.3 [1] Agreement with Stephen Jaeb dated August 1997.
10.4 [1] Agreement with Reinforced Tank Products, Inc. dated April 1998.
10.5 [1] License Agreement with David Meilahn dated December 1998.
10.6 [1] Agreement with Sanford Tager dated September 1999.
10.7 [1] Employment Agreement with Rich Luce dated September 2000.
10.8 [2] Consulting Agreement with Websters' Inc. Dated December 1, 2000.
16.1 * Letter on change of certifying accountant pursuant to Regulation SK, Section
304(a)(3)2.
16.2 * Letter from Moss Adams LLP
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[1] Incorporated herein by reference to the Company's Registration
Statement on Form 10SB filed September 13, 2000.
[2] Incorporated herein by reference to the Company's amended Registration
Statement on Form 10SB filed December 21, 2000.
(* Filed herewith)
(b) No other reports on Form 8-K have been filed by the Company to date.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MARICULTURE SYSTEMS, INC.
(Registrant)
Date: February 23, 2001 BY: /s/ David E. Meilahn
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David E. Meilahn, President, Secretary,
Treasurer, Chairman
BY: /s/ Richard Luce
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Richard Luce, Vice President
BY: /s/ Robert Janeczko
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Robert Janeczko, Director
BY: /s/ Don Jonas
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Don Jonas, Director
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