<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual report under section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required] for the fiscal year ended December 31, 1995.
Commission file number: 0-10039
SEAHAWK CAPITAL CORPORATION
(Name changed as of May 14, 1996 to DynamicWeb Enterprises, Inc.)
(Name of small business issuer in its Charter)
New Jersey 22-2267658
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
1033 Route 46 East
Suite A-102
Clifton, New Jersey 07013
(Address of Principal Executive Offices)
1010 Kings Highway South, Suite 1-D
Cherry Hill, New Jersey 08034
(Former Address of Principal Executive Offices)
Registrant's Telephone Number: (201) 777-7666
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
None None
Securities to be registered under Section 12(g) of the Act: Common Stock,
no par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes: X No:
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form, 10-KSB or any
amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year: $193.00
The aggregate market value of the voting stock of the registrant held by non-
affiliates as of May 15, 1996 was approximately $19,500,000 based on the average
high and low bid prices for such common stock as reported on the O-T-C Bulletin
Board.
Number of shares of Common Stock outstanding as of May 15, 1996: 6,498,511
Documents Incorporated by Reference - None
Transitional Small Business Disclosure Format (Check One): Yes No X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
CURRENT BUSINESS DEVELOPMENT MATTERS
On February 29, 1996, the Company declared a stock dividend whereby
the shares of common stock in its wholly-owned subsidiary Eurohawk
Corporation ("Eurohawk") were distributed to the Company's common
shareholders. Eurohawk, which has no operations of its own, owns
all the outstanding shares of Seahawk Foods International, Inc.
("Seahawk Foods", which, in turn, owns all the outstanding shares
of SRC Foods Limited ("SRCF"). The Company's only remaining
operations, which are not significant, are in SRCF.
On March 5, 1996, the Company effectuated a 100 for one reserve
stock split. Also, as more fully discussed under Business
Development and Description of Business below, on March 26, 1996,
the Company purchased all of the common stock of DynamicWeb
Transaction Systems, Inc. ("DYN") in exchange for 6,155,000 shares
of the Company's post-split common stock, and on May 14, 1996
changed the name of the Company to DynamicWeb Enterprises, Inc.
Subsequent to the Eurohawk dividend and at the time of the DYN
transaction, the Company had minimal assets and liabilities. The
ongoing business of the Company is now that of DYN. Consequently,
the Company's past operations have no significance in the future of
the Company.
BUSINESS DEVELOPMENT AND DESCRIPTION OF BUSINESS
For the period from February 1992 to July 1994, the Company
operated as a Business Development Company ("BDC") under the
Investment Company Act of 1940 (the "Act"). In July 1994, the
Company notified the Securities and Exchange Commission that it
withdrew its election to be subject to the Act. The Company has
changed the nature of its business to cease to be a BDC. Such
change was authorized by the vote of a majority of its outstanding
voting securities at the Company's annual meeting of stockholders
held on July 15, 1994.
During 1993, the Company elected to concentrate its resources on
the activities of SRC Food Group Limited ("SRCF"), a company based
in the United Kingdom. The Company owns a 100% interest in SRCF
through its wholly-owned subsidiaries Eurohawk and Seahawk Foods.
SRCF controls 80.26% of Scotcoast Limited ("Scotcoast"), an
operating business that was primarily engaged in production and
marketing of frozen potato products through a proprietary
processing facility in Glasgow, Scotland. Due to continued losses
from Scotcoast's operations, the Company and SRCF elected not to
provide further support to Scotcoast and Scotcoast was liquidated.
The Company recorded the loss on its investment in Scotcoast in
1994.
<PAGE>
As discussed in Note 2 to the financial statements (Item 7 of this
Report), effective December 31, 1994, the Company disposed of its
73.4% interest in Seahawk Overseas Exploration Corporation
("Overseas") to John C. Fitton, a former director of the Company in
exchange for shares of the Company's common stock held by him. The
Company's interest in Overseas has been treated as a discontinued
operation in the accompanying consolidated statements of
operations.
Other than the Company's ongoing interest in Eurohawk and its
subsidiaries and its interest in Overseas disposed of in 1994, the
Company's other investments had been written off in 1993.
In the last half of 1994, former management sought an acquisition
of assets or a merger with another operating entity in exchange for
Company securities in an effort to sustain the Company as a viable
entity. However, the Company's former management was unable to
locate a suitable transaction for this purpose. As discussed below,
in May 1995 the Company issued and sold common stock and common
stock purchase warrants representing a controlling interest in the
Company for $150,000 in cash; all members of its former management
other than Robert S. Friedenberg, simultaneously resigned as
officers and directors of the Company. The Company's business
strategy was to negotiate the acquisition of one or more new
business operations through an acquisition of stock or assets of
another entity. In view of the Company's limited financial
resources, this strategy anticipated the Company would issue
additional securities and/or promissory notes as the consideration
for an acquisition, which would further dilute the interests of
existing stockholders, at that time.
On May 8, 1995, the Company sold 15,000,000 previously unissued
shares of its common stock to Jonathan B. Lassers for $150,000 in
cash. As part of the transaction, Mr. Lassers also acquired
transferable warrants to purchase up to an additional 70,000,000
shares of the Company's common stock exercisable until December 31,
1997 at $0.01 a share. As a result of the purchase, Mr. Lassers
then owned approximately 55% of the total outstanding common stock.
If all of his warrants were exercised, his beneficial ownership
would increase to approximately 87.4%. As a result of this purchase
a change in control of the Company was effected. Substantially all
members of the Company's prior management resigned as directors and
officers.
At December 31, 1995, the Company had a stockholders' deficiency of
$76,641. Also, the Company has incurred net losses in most of the
past 10 years. As of December 31, 1995, the Company's only
operations were related to SRCF, which was not significant in
amount, and its 50% interest in PEICO, Limited, which had been
written off in 1994. The Company continued to explore opportunities
for the recovery of its losses from Scotcoast, as well as pursuing
<PAGE>
the potential of exploiting the food processing technology within
PEICO.
Because of net losses over the past several years, the Company's
cash flows from operating activities have been negative. Until such
time as additional operating businesses are acquired and operate
profitably, the Company's operations have been financed through the
proceeds from the sale of common stock in May 1995, the proceeds
from the sale of Extruco in August 1995 (which was 33-1/3% owned by
SRCF) and through advances by the Company's then President and
principal shareholder.
As more fully discussed in Items 6 and 7 of this Report, on
February 29, 1996, the Company declared a stock dividend whereby
the shares of common stock in its wholly-owned subsidiary Eurohawk
Corporation ("Eurohawk") were distributed to the Company's common
shareholders at that time. Eurohawk, which has no operations of its
own, owned all the outstanding shares of Seahawk Foods. Also, on
March 26, 1996, the Company purchased all of the common stock of
DynamicWeb Transaction Systems, Inc. in exchange for 6,155,000
shares of the Company's post-split common stock. On May 14, 1996
the Company's name was changed to DynamicWeb Enterprises, Inc.
("DYN"). DYN is engaged in the development of integrated
application software for information exchange and electronic
commerce over the Internet; DYN has developed a family of products
designed to ease the transition from traditional methods of
transacting business to electronic commerce over the Worldwide Web;
DYN's proprietary (patent pending) software, trademarked DynamicWeb
Search Engine (TM) is designed to efficiently sift through large
amounts of information stored in traditional off-line, non-Internet
files and to make such information suitable for delivery to the
mass market consumer via the Internet; DYN's software allows
individuals and organizations to execute a wide array of
transactions across the Internet, such as buying and selling
merchandise and services; DYN is a development stage company, and
has minimal assets at this time, but is actively marketing its
software and believes it is positioned to make an impact on the
Internet electronic commerce market.
Subsequent to the Eurohawk dividend and at the time of the DYN
transaction, the Company had minimal assets and liabilities. The
ongoing business will be that of DYN. At this time, it is not
expected that the Company will achieve profitability in the year
ended December 31, 1996. Further, there is no assurance that the
Company will achieve profitability thereafter.
The Company was incorporated in New Jersey in 1979 and was formerly
named Seahawk Oil International, Inc. Effective May 8, 1995,
Seahawk's principal office was located at 1010 Kings Highway South,
Suite 1-D, Cherry Hill, New Jersey 08034-5074, telephone 609-428-
3845. Its former address was 18552 MacArthur Boulevard, Suite 395,
Irvine, California 92175. Effective March 26, 1996, the Company's
<PAGE>
principal office is located at 1033 Route 46 East, Suite A-102,
Clifton, New Jersey 07013, telephone 201-777-7666.
EMPLOYEES
The Company has had no employees since early in 1994. The Company's
former President served without compensation. Its administrative
and financial needs, including its Chief Financial Officer, were
met by two persons on a part-time consulting basis. From 1993 to
May 8, 1995, the Company's President and Chief Executive Officer
was Dale D. Simbro. From 1979 to May 8, 1995, Mr. Simbro was also
a director of the Company. Mr. Simbro devoted less than 50% of his
time to the affairs of the Company. Seahawk Foods and SRCF had no
employees during 1995. As of March 26, 1996, the Company through
DYN had eight employees.
ITEM 2. DESCRIPTION OF PROPERTY
Since May 1995, the Company utilized office space in Cherry Hill,
New Jersey where one of its part-time officers is located. Such
office space is provided on a month to month basis. Previously the
Company leased office space in Irvine, California. Since March 26,
1996 DYN leases office space from a non-affiliate in Clifton, New
Jersey at $1,425 per month under a one-year lease.
The Company owns no property nor does it have any long-term leases.
ITEM 3. LEGAL PROCEEDING
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the fourth quarter.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Since April 1992, the Company's common stock has traded in the
over-the-counter market and is quoted on the NASD Electronic
Bulletin Board under the symbol "SEAK". In May of 1996 the symbol
was changed to "DWEB".
During 1995, three broker-dealers made a market in the Company's
common stock: Paragon Capital Corp.; Pennsylvania Merchants Group;
and Sherwood Securities Corp.
The following table sets forth, for the calendar quarters
indicated, the high and low bid and asked prices per share for the
<PAGE>
Company's common stock as reported by the National Quotation
Bureau, Inc. Quotations by the National Quotation Bureau, Inc.
Represent interdealer prices without adjustment for retail markups,
markdowns, or commission, and do not necessarily reflect actual
transactions.
<TABLE>
<CAPTION>
Bid Asked
High Low High Low
<S> <C> <C> <C> <C>
1995:
First quarter $0.01 $0.01 $0.03 $0.03
Second quarter 0.01 0.01 0.03 0.03
Third quarter 0.01 0.01 0.03 0.03
Fourth quarter 0.01 0.01 0.03 0.03
1994:
First quarter $0.01 $0.01 $0.03 $0.03
Second quarter 0.01 0.01 0.03 0.03
Third quarter 0.01 0.01 0.03 0.03
Fourth quarter 0.01 0.01 0.03 0.03
</TABLE>
At December 31, 1995, there were 27,281,302 (pre-split) shares of
the Company's common stock outstanding held by approximately 3,259
persons. On March 5, 1996 the Company effectuated a 100 for one
reverse stock split. The quotes in the table above as well as the
outstanding shares as of December 31, 1995 did not reflect this
reverse stock split. The cover page and all other places where
shares are disclosed reflect such split. As of the filing of this
report, the last quote on the Company's stock was $4.75 per share
bid and $4.87 asked per share as of May 29, 1996.
The Company did not declare or pay cash or stock dividends on the
Common Stock during 1994 or 1995. Due to the current and
anticipated cash requirements, the Board of Directors does not
anticipate the payment of cash dividends in the foreseeable future.
See Items 1, 6 and 7 of this Report relating to the Eurohawk stock
dividend declared on February 29, 1996.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The following Management's Discussion and Analysis is that of the
management of the Company prior to March 26, 1996. Any discussion
relating to periods prior to May 8, 1995, is based on their
knowledge of the operations during the periods discussed. The
following discussion and analysis should be read in conjunction to
the Financial Statements included in Item 7 of this Report. Also,
as discussed in this Item and Items 1 and 7 of this Report, the
Company has acquired DYN and its ongoing operations will be that of
DYN. Consequently, the Company's past operations have no
significance in the future of the Company.
<PAGE>
Results of Operations
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31,
1994
The Company had consolidated revenues of $193 in 1995 compared to
revenues of $478,358 in 1994. This decrease of $478,165 is due
primarily to the revenues generated by Scotcoast which are included
only in 1994. Commissions and fees decreased $119,038 mainly due to
the services provided by SRCF during 1994. SRCF had no commissions
or fees in 1995.
Total expenses for 1995 of $283,393 were $646,934 less than 1994.
This decrease is due to (1) the decline in cost of sales of
$262,452; (2) the decline in general and administrative expenses of
$69,558 resulting from the above discussed decrease in sales
revenue of Scotcoast; and (3) the $309,808 charge in 1994 relating
to the loss on Scotcoast and PEICO Limited and the write-down of
Extruco, Limited to amounts realized in 1995 from its disposal.
These declines were offset by an increase in Seahawk's general and
administrative expense of approximately $50,000 for expenses
relative to the change in control and the preparation of a sales
presentation to market the Company in the food processing industry.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31,
1993
The Company's consolidated revenues of $478,474 during 1994 were
$259,881, 35% less than the in 1993. The decline was almost
entirely related to the Company's discontinuance of support of
Scotcoast in the second quarter of 1994. Scotcoast's sales were
$346,474 in 1994 (first quarter) vs. $714,122 (approximately three
quarters in 1993). As more fully discussed in Item 1 of this
Report, SRCF discontinued its support of Scotcoast due to the
continuing losses of Scotcoast. Scotcoast is presently in
liquidation. The Company's interest and other income decreased from
$16,567 to $12,846 (22%) mainly due to the reduced level of
investable funds.
Total expenses for 1994 were $930,327 compared to $1,341,546 in
1993. The decrease of $411,219 (31%) is due primarily to a $401,580
decrease in Scotcoast's cost of sales, $182,452 in Scotcoast's
general and administrative expenses and $279,873 relating to
Seahawk Foods discontinuing their efforts to expand its food
distribution activities. This was offset by the $302,856 increase
in loss on investments which was due to the write off of the
Company's interests in Scotcoast and PEICO and the write-down of
its investment in Extruco as discussed in Items 1 and 8 of this
Report and a $111,558 increase in SRCF's general and administrative
expenses due to the inclusion of a full year in 1994 vs. one month
in 1993.
<PAGE>
INCOME TAXES
As a result of the change in control of the Company on May 5,1995
and the further change of control in March 1996, as discussed in
Items 1 and 7 of this Report, substantially all of the Company's
net operating losses are no longer available.
INFLATION
Inflation and changing prices has not had a material impact on the
Company's operations during 1994 or 1995.
OUTLOOK FOR 1996
As indicated in Item 1 of this Report, on March 26, 1996, the
Company declared a stock dividend whereby the shares of common
stock in its wholly-owned subsidiary Eurohawk Corporation
("Eurohawk") were distributed to the Company's common shareholders.
Eurohawk, which has no operations of its own, owns all the
outstanding shares of Seahawk Foods. As a result, the operations
relative to Eurohawk and its subsidiaries, principally SRCF in the
United Kingdom are no longer part of the Company. Also, on March
26, 1996, the Company purchased all of the common stock of
DynamicWeb Transaction Systems, Inc. The Company's name was
changed to DynamicWeb Enterprises, Inc. ("DYN"). The Company's
ongoing business will be that of DYN. DYN is a development stage
enterprise. It is not expected that the Company will achieve
profitability in the year ended December 31, 1996. Further, there
is no assurance that the Company will achieve profitability
thereafter.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company has a stockholders' deficiency of
$76,641. Also, the Company has incurred net losses in most of the
past 10 years. The Company's only operations are related to SRCF,
which are not significant in amount and its 50% interest in PEICO
Limited which was written off in 1994, As indicated above, these
operations are part of Eurohawk Corporation, whose common stock was
declared as a dividend to the Company's common stockholders.
Consequently, these operations are no longer part of the Company.
Also, as a result of the acquisition of DYN (which acquisition
results in a change in control of the Company and is treated as a
"reverse acquisition" for accounting purposes) the Company's
liquidity and capital resources are related to DYN. On April 3,
1996 DYN sold 343,511 shares of its common stock in a private
placement for $447,750 net to the Company.
COMMITMENTS
There were no material commitments for capital expenditures at
December 31, 1995.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
Page
<S> <C>
Independent Auditors' Report 11
Consolidated Balance Sheets as of
December 31, 1995 and 1994 12
Consolidated Statements of Operations and Deficit
for the Years ended December 31, 1995 and 1994 13
Consolidated Statements of Cash Flows for the Years
December 31, 1995 and 1994 14
Notes to Consolidated Financial Statements 15-23
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Seahawk Capital Corporation
Cherry Hill, New Jersey
We have audited the accompanying consolidated balance sheet of
Seahawk Capital Corporation as of December 31, 1995 and 1994, and
the related consolidated statement of operations, shareholders'
equity and cash flow for the years then ended. The financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement
based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Seahawk Capital Corporation at December 31,
1995 and 1994 and the consolidated results of their operations and
their cash flows for the years then ended, in conformity with
generally accepted accounting principles.
As further discussed in Notes 1 and 7, subsequent to December 31,
1995, the Company purchased all of the common stock of DynamicWeb
Transaction Systems, Inc. ("DYN"). For accounting purposes, the
acquisition was treated as recapitalization of DYN with DYN as the
acquiror ("reverse acquisition"). Ongoing operations will be that
of DYN and, consequently, the past results of the Company have no
significance as to future operations of the Company. Absence this
transaction, the Company could not have continued as a going
concern.
/S/ R. ANDREW GATELY & CO.
R. ANDREW GATELY & CO.
Orange County, California
April 28, 1996
<PAGE>
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
As of December 31, 1995 and 1994
<TABLE>
1995 1994
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,525 $ 17,250
Receivables 9,737 3,451
--------- ---------
Total current assets 14,262 20,701
Other assets 54,990
--------- ---------
$ 14,262 $ 75,691
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - Accounts payable
and accrued liabilities $ 90,903 $ 20,636
--------- ---------
Commitments and contingencies
Stockholders' equity (deficiency):
Common stock, no par value,
100,000,000 shares authorized;
Issued: 1995 - 28,137,082 shares;
1994 - 13,137,082 shares (including,
in both periods, 855,780 shares
held in treasury 12,851,325 12,701,325
Translation adjustment 428 (1,076)
Deficit (12,928,394) (12,645,194)
--------- ----------
Total stockholders' equity (deficiency) (76,641) 55,055
---------- ----------
$ 14,262 $ 75,691
========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
SEAHAWK CAPITAL CORPORATION
Consolidated Statements of Operations and Deficit
For the Years Ended December 31, 1995 and 1994
<TABLE>
1995 1994
---- ----
<S> <C> <C>
REVENUES:
Sales to customers $ 346,474
Commissions and fees 119,038
Interest and other $ 193 12,846
---------- ----------
193 478,358
---------- ----------
COSTS AND EXPENSES:
Cost of sales to customers 262,452
General and administrative expenses 283,393 352,951
Loss on investments 309,808
Depreciation 2,691
Other 2,425
---------- ----------
283,393 930,327
---------- ----------
LOSS FROM CONTINUING OPERATIONS (283,200) (451,969)
DISCONTINUED OPERATIONS ( 80,316)
---------- ----------
NET LOSS (283,200) (532,285)
DEFICIT:
At beginning of the year (12,645,194) (12,112,909)
---------- ----------
At end of the year $(12,928,394) $(12,645,194)
========== ==========
PER COMMON SHARE AND COMMON EQUIVALENT SHARE
Loss from continuing operations $ (0.01) $ (0.03)
Net loss (0.01) (0.04)
WEIGHTED AVERAGE SHARES OUTSTANDING 22,021,028 13,137,082
========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
SEAHAWK CAPITAL CORPORATION
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1995 and 1994
<TABLE>
1995 1994
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net Loss $(283,200) $(532,285)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 2,691
Loss on investments 149,935
Other 8,906
Changes in assets and liabilities:
Accounts receivable (6,448) 121,692
Inventory ( 34,255)
Accounts payable and accrued expenses 71,153 80,520
Joint venture advances (155,272)
Minority interest in losses of subsidiaries ( 66,758)
------- -------
Net cash used in operating activities (218,495) (424,826)
------- -------
INVESTMENT ACTIVITIES:
Proceeds on sale of investment in subsidiary 54,000
Cash transferred on transfer of Overseas ( 27,602)
------- -------
Net cash provided by (used in) investment
activities 54,000 (27,602)
------- -------
FINANCING ACTIVITIES:
Sale of common stock 150,000
Minority investment subsidiary 5,000
------- -------
Net cash provided by financing activities 150,000 5,000
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
1,770 ( 1,929)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS ( 12,725) (449,357)
CASH AND CASH EQUIVALENTS:
At beginning of year 17,250 466,607
------- -------
At end of year $ 4,525 $ 17,250
======= =======
NON CASH INVESTING ACTIVITY:
Transfer of net assets of subsidiary:
Net assets of subsidiary transferred
including $27,602 cash $ 25,025
Fair value of Seahawk common stock reacquired ( 25,025)
=======
See accompanying notes to financial statements
<PAGE>
SEAHAWK CAPITAL CORPORATION
Notes to Consolidated Financial Statements
For The Years Ended December 31, 1995 and 1994
1. BASIS OF FINANCIAL PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
CURRENT BUSINESS MATTERS - On February 29, 1996, the Company
declared a stock dividend whereby the shares of common stock
in its wholly-owned subsidiary Eurohawk Corporation
("Eurohawk") were distributed to the Company's common
shareholders. Eurohawk, which has no operations of its own,
owns all the outstanding shares of Seahawk Foods
International, Inc. ("Seahawk Foods"), which, in turn, owns
all the outstanding shares of SRC Foods Limited ("SRCF"). The
Company's only remaining operations, which are not
significant, were in SRCF.
Also, as more fully discussed in Note 7 to the financial
statements included in Item 6 of this Report, on March 5,
1996, the Company entered into an agreement to purchase all of
the common stock of DynamicWeb Transaction Systems, Inc.
("DYN"). Seahawk completed its purchase of DYN on March 26,
1996. Seahawk issued 7,168,631 (post split) shares of its
common stock in exchange for all of the outstanding common
stock of DYN. For accounting purposes, the acquisition of DYN
has been treated as a recapitalization of DYN with DYN as the
acquiror ("reverse acquisition").
Subsequent to the Eurohawk dividend and at the time of the DYN
transaction, the Company had minimal assets and liabilities.
Ongoing operations will be that of DYN and, consequently, the
past results of the Company have no significance as to future
operations of the Company.
DESCRIPTION OF BUSINESS - Since 1993, the Company has
concentrated its resources on the activities of SRCF, a
company based in the United Kingdom. The Company owns a 100%
interest in SRCF through its wholly-owned subsidiaries
Eurohawk and Seahawk Foods. SRCF controlled 80.26% of
Scotcoast Limited ("Scotcoast"), an operating business
primarily engaged in production and marketing of frozen potato
products through a proprietary processing facility in Glasgow,
Scotland. As more fully discussed in Note 4, due to continued
losses from Scotcoast operations, the Company and SRCF elected
not to provide further support to Scotcoast. Scotcoast is in
the process of being liquidated. The investment in Scotcoast
was written off in the second quarter of 1994. SRCF also had
an equity investment in PEICO Limited which was formed to
utilize certain rights and processes of SRCF. As discussed in
Note 4, because this company has not to date been able to
obtain financing needed to begin operations, this investment
<PAGE>
has also been written off in 1994. SRCF's similar 33.3%
investment in Extruco Limited was disposed of in August
1995.
As discussed in Note 2, effective December 31, 1994, the
Company disposed of its 73.4% interest in Seahawk Overseas
Exploration Corporation ("Overseas"). The Board of Directors
of the Company determined that the Company's retention of
Overseas shares was inconsistent with future planned
operations of the Company. The Company's interest in Overseas
has been treated as a discontinued operation in the
accompanying consolidated statements of operations.
Other than the Company's ongoing interest in Eurohawk and its
subsidiaries and its interest in Overseas disposed of in 1994,
the Company's other investments were written off in 1993.
In the last half of 1994, former management sought an
acquisition of assets or a merger with another operating
entity in exchange for Company securities in an effort to
sustain the Company as a viable entity. However, the Company's
former management was unable to locate a suitable transaction
for this purpose. As discussed below, in May 1995 the Company
issued and sold common stock and common stock purchase
warrants representing a controlling interest in the Company
for $150,000 in cash; all members of its former management
other than Robert S. Friedenberg, simultaneously resigned as
officers and directors of the Company. The Company's current
business strategy is to negotiate the acquisition of one or
more new business operations through an acquisition of stock
or assets of another entity. In view of the Company's limited
financial resources, this strategy anticipates the Company
will issue additional securities and/or promissory notes as
the consideration for an acquisition, which may be further
dilutive to the interests of existing stockholders.
On May 8, 1995, the Company sold 15,000,000 previously
unissued shares of its common stock to Jonathan B. Lassers for
$150,000 in cash. As part of the transaction, Mr. Lassers also
acquired transferable warrants to purchase up to an additional
70,000,000 shares of the Company's common stock exercisable
until December 31, 1997 at $0.01 a share. As a result of the
purchase, Mr. Lassers owns approximately 55% of the total
outstanding common stock. If all the warrants are exercised,
his beneficial ownership would increase to approximately
87.4%. As a result of this purchase a change in control of the
Company was effected. Substantially all members of the
Company's prior management have resigned as directors and
officers.
At December 31, 1995, the Company has a stockholders'
deficiency of $76,641. Also, the Company has incurred net
<PAGE>
losses in most of the past 10 years. Presently, the
Company's only operations are related to SRCF, which are
not significant in amount, and its 50% interest in PEICO,
Limited, which had been written off in 1994. The Company
continues to explore opportunities for the recovery of
its losses from Scotcoast, as well as pursuing the
potential of exploiting the food processing technology
within PEICO.
Because of net losses over the past several years, the
Company's cash flows from operating activities have been
negative. Until such time as additional operating businesses
are acquired and operate profitably, the Company's operations
have been financed through the proceeds from the sale of
common stock in May 1995, the proceeds from the sale of
Extruco in August 1995 (which was 33-1/3% owned by SRCF) and
through advances by the Company's President and principal
shareholder. Further support, as required, may be through the
exercise of warrants outstanding. The Company is actively
exploring various financing options and acquisitions. See Note
7 as to various subsequent happenings.
Absence the transaction discussed in Note 7, the Company could
not have continued as a going concern.
BASIS OF PRESENTATION - The consolidated financial statements
include the accounts of Seahawk Capital Corporation and its
subsidiaries. All intercompany accounts and transactions have
been eliminated.
CASH AND CASH EQUIVALENTS - The Company considers all highly
liquid debt instruments with original maturities of less than
90 days to be cash equivalents.
FOREIGN CURRENCY TRANSLATION - The functional currency of the
Company's non-U.S. subsidiaries is the local currency of the
subsidiary. Adjustments resulting from the translation of
financial statements are reflected as a separate component of
stockholders' equity. Transaction gains and losses are
reported in current operations. Changes in the accumulated
transaction adjustment was $1,504 and $(1,076) in 1995 and
1994, respectively.
LOSS PER SHARE - Loss per common share is computed by dividing
the income or loss by the weighted average number of common
shares outstanding. No common equivalent shares were used in
the calculations since their effect would be antidilutive.
<PAGE>
2. DISCONTINUED OPERATIONS
Effective December 31, 1994, the Company transferred its
approximately 73% interest in Seahawk Overseas Exploration
Corporation ("Overseas") to John C. Fitton (a Director of the
Company who resigned in May 1995) in exchange for 855,780
shares of the Company's common stock.
At December 31, 1994, the Company's equity in the net assets
of Overseas was approximately $25,000. This amount
approximated the market value of the shares at that date
(based on $.03 a share, the mean between the bid and ask
prices of $.02 and $.04). Accordingly, common stock was reduced by
this amount for the shares reacquired.
The results of Overseas have been reported separately as a
component of discontinued operation in the accompanying
consolidated statements of operations. Prior years
consolidated financial statements have been restated to
present Overseas as a discontinued operation.
Summarized 1994 results of Overseas are as follows:
</TABLE>
<TABLE>
<S> <C>
Revenues, principally
commissions and fees $ 35,077
-------
Expenses:
General and administrative 81,662
Expired property interests 33,730
-------
115,392
-------
Loss $(80,315)
======
</TABLE>
3. COMMON STOCK, STOCK OPTIONS AND WARRANTS
At the Company's 1994 annual meeting, the Company's
shareholders authorized an amendment to the Company's
certificate of incorporation increasing the number of its
authorized shares of Common Stock from 50 million to 100
million shares.
On May 8, 1995, the Company sold 15,000,000 previously
unissued shares of its common stock to Jonathan B. Lassers for
$150,000 in cash. As part of the transaction, Mr. Lassers also
acquired transferable warrants to purchase up to an additional
70,000,000 shares of the Company's common stock exercisable
until December 31, 1997 at $0.01 a share. As a result of the
purchase, Mr. Lassers owns approximately 55% of the total
outstanding common stock. If all the warrants are exercised,
his beneficial ownership would increase to approximately
87.4%. Because of this purchase, a change in control of the
<PAGE>
Company was effected. Substantially all members of the
Company's prior management have resigned as directors and
officers.
See Note 2 as to the reacquisition of 855,780 shares of the
Company's stock in 1994. These shares are held as treasury
shares.
Under the Company's Incentive Stock Option Plan (the "Plan")
approved by the Company's shareholders in June 1992, 2,000,000
shares of the Company's common stock are reserved for granting
options to certain key officers and employees who own less
than 10% of the outstanding common stock of the Company.
Outstanding options for 425,000 shares exercisable at $0.10 a
share were forfeited in May 1995. There are no remaining
options outstanding.
Following is a summary of the changes in Common Stock for the
years ended December 31, 1995 and 1994:
<TABLE>
Shares Amount
------ ------
<S> <C> <C>
At January 1, 1994 13,137,082 $ 12,726,450
Shares reacquired in disposition of
subsidiary (held in treasury) ( 855,780) ( 25,125)
---------- ----------
At December 31, 1994 12,281,302 12,701,325
Shares purchased during 1994 15,000,000 150,000
---------- ----------
At December 31, 1995 27,281,302 $ 12,851,325
========== ==========
</TABLE>
4. FOREIGN OPERATIONS
In March 1993, Seahawk Foods Seahawk Foods, Inc. ("Seahawk
Foods") negotiated an agreement under which it assumed
operational control of Scotcoast Limited, a frozen potato
product processing facility in Glasgow, Scotland. Seahawk
Foods and its British and Scottish partners have obtained the
rights to a proprietary processing method to make "twice
Baked" potatoes and potato skins for the consumer, catering
and restaurant markets throughout the United Kingdom and the
European Community. The facility, which was acquired from
receivership, had been placed in receivership due to lack of
funds necessary to meet operating requirements.
In December 1993, Seahawk Foods negotiated an agreement with
Systems Research Consultants ("SR Consultants"), under which
the interest of both companies in Scotcoast Limited and in a
joint venture were contributed into a newly formed subsidiary,
SRC Food Group Limited ("SRCF"). Seahawk Foods paid an
additional sum of $303,000 and acquired a 70% interest in
SRCF. SR Consultants contributed its 11.8% interest in
<PAGE>
Scotcoast to SRCF in addition to SF Consultants'
interests in other food processing technology rights to
acquire the balance of 30%.
Seahawk and SRCF and its partners planned to use Scotcoast's
facility and production equipment as a base to expand
operations from Scotland to other European countries. Under
the agreement, Scotcoast Limited has the right to occupy its
present premises in Glasgow, Scotland, and to lease the
facility's equipment from its former parent company for a term
of five years. Due to continued losses from Scotcoast
operations, the Company and SRCF elected not to provide
further support to Scotcoast. Scotcoast is in the process of
being liquidated. The investment in Scotcoast was written off
in the second quarter of 1994. The loss on investments for
1994 in the accompanying statement of consolidated operations
includes the following:
<TABLE>
<S> <C>
Net assets of Scotcoast $ 113,973
Loan made in 1994 to Scotcoast 8,927
SRCF guarantee of Scotcoast loans 149,040
-------
$ 271,940
=======
</TABLE>
SRCF also had an equity investment in Extruco, Limited and
PEICO Limited which companies were to utilize certain rights
and processes of SRCF. Due to a disagreement with Extruco,
Limited's shareholders, SRCF's 33.3% interest was disposed of
in August 1995 at a loss of approximately $5,000. Because
PEICO, Limited has not to date been able to obtain the
financing needed to begin operations, this investment was
written off. The loss on investments for 1994 in the
accompanying statement of consolidated operations includes
$37,868 applicable to the loss on Extruco and the write-off of
PEICO.
Foreign operations included in the accompanying consolidated
financial statements are as follows:
<TABLE>
1995 1994
<S> <C> <C>
Revenues $ 193 $473,924
Expenses 88,492 875,359
Loss from continuing operations (88,299) (401,335)
Total assets 9,783 58,803
</TABLE>
See Note 7 as to the stock dividend declared subsequent to
December 31, 1995 involving these foreign operations.
<PAGE>
5. RELATED PARTY TRANSACTIONS
The Company is obligated to pay severance compensation to a
former officer and current director of $1,500 a month until
February 1996, of which, $10,500 was included in accounts
payable and accrued liabilities at December 31, 1995. See Note
7 as to the subsequent settlement of this obligation.
At December 31, 1995, accounts payable and accrued liabilities
included $26,985 payable to Jonathan B. Lassers, President of
the Company, for amounts advanced by him to the Company for
payment of certain expenses of the Company.
6. INCOME TAXES
There was no provision for current income taxes (domestic or
foreign) in 1995 or 1994. Due to the uncertainty of the
Company's ability to utilize loss carry forwards in future
years, there was no provision for deferred income taxes in
1995 or 1994.
The only significant item comprising the Company's net
deferred taxes as of December 31, 1995 and 1994 was the
Company's operating loss carry forwards. Since there is no
assurance such losses will be utilized, a valuation reserve
for the full amounts has been provided. At the time of the
sale of the company's common stock on May 5, 1995, these
losses approximated $12.5 million. Due to the change in
control of the Company at that date, under current income tax
regulations, substantially all the net operating carry
forwards were eliminated.
7. SUBSEQUENT EVENTS
On February 29, 1996, the Company declared a stock dividend
whereby the shares of common stock in its wholly-owned
subsidiary Eurohawk Corporation ("Eurohawk") were distributed
to the Company's common shareholders. Eurohawk, which has no
operations of its own, owns all the outstanding shares of
Seahawk Foods.
On March 5, 1996, the Company entered into an agreement to
purchase all of the common stock of DynamicWeb Transaction
Systems, Inc. The acquisition is expected to be consummated on
March 26, 1996. On this date, the Company's name was changed
to DynamicWeb Transaction Systems, Inc. ("DYN"). DYN is
engaged in the development of integrated application software
for information exchange and electronic commerce over the
Internet; DYN has developed a family of products designed to
ease the transition from traditional methods of transacting
business to electronic commerce over the Worldwide Web;
DYN's proprietary (patent pending) software, trademarked
DynamicWeb Search Engine (TM) is designed to efficiently
sift through large amounts of information stored in
traditional off-line, non-Internet files and to make such
information suitable for delivery to the mass market
consumer via the Internet; DYN's software allows
individuals and organizations to execute a wide array of
transactions across the Internet, such as buying and
selling merchandise and services; DYN is a development
stage company, and has minimal assets at this time, but
is actively marketing its software and believes it is
positioned to make an impact on the Internet electronic
commerce market.
As a condition of this acquisition agreement, the following
actions were taken by the Board of Directors at a special
meeting on February 29, 1996:
(1) Authorized a 1-for-100 reverse stock split. After the
split, the authorized capital of the Corporation shall be
1,000,000 share, no par value. Such stock split was
effective on March 26, 1996.
(2) Authorized the increase in the authorized post split
capitalization of the Company to 50,000,000 shares of
common stock, no par value.
(3) Accepted the offer of Jonathan B. Lassers to cancel the
warrant held by him to purchase 70,000,000 (pre split)
shares of the Company's common stock in exchange for
11,000,000 (pre split) shares of common stock.
(4) Authorized the issuance of 1,500,000 (pre split) shares
of the Company's common stock to Robert S. Friedenberg in
exchange for outstanding obligations of the Company to
him, principally relating to his severance pay agreement
(see Note 5).
(5) Authorized the issuance of 3,355,370 (pre split) shares
of the Company's common stock for services rendered with
respect to the acquisition.
Substantially all the liabilities of the Company existing at
December 31, 1995 and incurred subsequently were transferred
to Eurohawk prior to the stock dividend. At the date of the
acquisition of DYN, the Company had minimal assets and
liabilities.
Seahawk completed its purchase of DYN on March 26, 1996.
Seahawk issued 7,168,631 (later amended to 6,155,000) (post
split) shares of its common stock in exchange for all of the
<PAGE>
outstanding common stock of DYN. For accounting purposes,
the acquisition of DYN has been treated as a
recapitalization of DYN with DYN as the acquiror
("reverse acquisition"). Ongoing operations will be that
of DYN and, consequently, the past results of the Company
have no significance as to future operations of the
Company.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9. DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
DIRECTORS AND EXECUTIVE OFFICERS
The Company's directors and executive officers prior to March 26,
1996 are as follows:
<TABLE>
Name Age Position
----- --- -------
<S> <C> <C>
Jonathan B. Lassers(*) 30 Director,
President and Chief
Executive Officer
Annemarie L. Arias (*) 57 Director, Secretary
and Treasurer
</TABLE>
(*) - Elected as Directors and Officers as of May 8, 1995.
Jonathan B. Lassers, a private investor acquired a controlling
interest in Seahawk Capital Corporation in May 1995 and was elected
President and Chief Executive Officer at that time. Mr Lassers is
occupied primarily with the interests of Seahawk Capital
Corporation. Since 1987 he has worked on start ups and
restructuring with companies in the health care, real estate and
food service industries.
Annemarie L. Arias is a qualified paralegal and has worked within
the legal profession on an international basis for more than five
years. Currently, she devotes part of her time as Secretary and
Treasurer of Seahawk Capital Corporation.
Messrs. Edward Daly and Robert S. Friedenberg resigned as directors
on February 7, 1996 and February 29, 1996, respectively.
All directors serve for a term of one year and until their
successors are duly elected. Officers serve at the discretion of
the Board of Directors.
<PAGE>
The Board of Directors held three meetings during the year ended
December 31, 1995. No director attended fewer than 75% of the
aggregate of all meetings of the Board of Directors. Actions by the
Board of Directors other than at such meetings were held by
unanimous written consent. There are currently no committees of the
Board of Directors. There are no family relationships between any
of the Company's current directors and executive officers, except
that Annemarie L. Arias is Jonathan Lasser's aunt.
The Company's directors and executive Officers after March 26, 1996
are as follows:
<TABLE>
Name Age Position
---- --- ---------
<S> <C> <C>
Steven Vanechanos, Jr. 42 Director,
President and
Chief Executive
Officer
Steven Vanechanos, Sr. 66 Director,
Secretary and
Treasurer
</TABLE>
Steven Vanechanos, Jr., became President and Director of the
Company on March 26, 1996. He has been President of Dynamic Web
Transaction Systems, Inc. since its inception in 1995. He founded
and was President of Megascore, Inc. since 1981. He has a Bachelor
of Science in Finance and Economics from Fairleigh Dickinson
University, Rutherford Campus.
Steven Vanechanos, Sr., became Secretary, Treasurer and Director of
the Company on March 26, 1996. He is also Vice President &
Treasurer of Megascore, Inc. since 1981 and DynamicWeb Transaction
Systems, Inc. since 1995. He attended Newark College of
Engineering in Newark for two years. Continued his education with
certifications from PSI programming institute in New York City and
courses in principles of accounting at ABA Institute, Hudson County
Chapter.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY EXECUTIVE COMPENSATION
There were no executive officers of the Company or any of its
subsidiaries whose salary and bonus exceeded $100,000 for the
fiscal years ended December 31, 1995 or anticipated in 1996.
STOCK OPTIONS
There were no executive officers of the Company or any of its
subsidiaries who received or exercised stock options, stock
appreciation rights or other stock awards from the Company during
the last fiscal year ended December 31, 1995.
<PAGE>
No options were granted or were exercised during the year ended
December 31, 1995 or subsequently. Other than the Company's
Incentive Stock Option Plan, the Company does not have any other
compensation plans involving stock appreciation rights or long-term
incentive plans or deferred pension or profit-sharing plans.
COMPENSATION OF DIRECTORS AND EMPLOYMENT AGREEMENTS
None.
The Company has no employment agreements with any of its executive
officers.
STOCK OPTION PLAN
The Company had provided a long-term incentive tied to performance
of its common stock through its 1992 Stock Option Plan (the
"Plan"). All option granted by the Company under this Plan held by
executive officers and directors of the Company were returned to
the Company and canceled as of May 8, 1995. No options were
outstanding at December 31, 1995.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as to shares of the
Company's common stock owned by (i) each person known by management
to beneficially own more than 5% of the Company's outstanding
common stock, (ii) each of the Company's directors, and (iii) all
executive officers and directors of the Company as a group as of
March 26, 1996:
<TABLE>
Shares Beneficially
Owned(2)
---------------
Name or Group(1) Amount %
---------------- ------ ---
<S> <C> <C>
Directors:
Jonathan B. Lassers (3) 26,000,000 60.3%
1010 Kings Highway South
Suite 1-D
Cherry Hill, NJ 08034-5074
Robert S. Friedenberg (4) 2,848,491 6.6
30 Southpoint Drive
Sugarloaf Key, FL 33044
All directors and executive
officers as a group [3 in
number](5) 28,848,491 66.9
Other:
Stephen M. Robinson (6)
72 Tuckerton Road
Medford, NJ 08055 3,355,370 7.8
</TABLE>
(1) To the best knowledge of the Company's management the persons named
in the table have sole voting and investment power with respect to
all shares shown to be beneficially owned by them, subject to the
information contained in the footnotes to this table.
(2) Common stock includes shares beneficially owned. Shares issuable
upon exercise of Class A common stock purchase warrants ("Class A
Warrants") are not included since they were canceled effective
February 29, 1996. Percentages in the table are based on 43.136.672
shares outstanding. All shares amounts are prior to the 100 for 1
stock split effective March 26, 1996.
(3) Common stock includes the 11,000,000 shares issued to Mr. Lassers on
February 29, 1996 in exchange for the cancellation of the Class A
Warrants to purchase 70,000,000 shares of the Company's common
stock.
(4) Common stock includes 2,773,491 shares directly owned by Mr.
Friedenberg plus 75,000 shares owned by a family corporation in
which Mr. Friedenberg has a 20% equity interest. The shares directly
owned includes the 1,500,000 shares issued to Mr. Friedenberg on
February 29, 1996 in settlement of outstanding obligations of the
Company to him. Mr. Friedenberg resigned as a director effective
February 29, 1996.
(5) Includes shares described in Notes 3 and 4 above.
(6) Common stock represents the shares issued to Mr. Robinson on
February 29, 1996 for services rendered with respect to the
acquisition.
After March 26, 1996 the following table sets forth information as
to shares of the Company's common stock owned by (i) each person
<PAGE>
known by management to beneficially own more than 5% of the
Company's outstanding common stock, (ii) each of the Company's
directors, and (iii) all executive officers and directors of the
Company as a group as of May 15, 1996:
<TABLE>
Shares Beneficially Owned(2)
----------------------------
Name or Group Amount %
---------------- ------ ---
<CAPTION>
Directors/Officers:
<S> <C> <C>
Steven Vanechanos, Jr. 1,882,553 29.3%
92 Clarken Drive
West Orange, New Jersey 07052
Steven Vanechanos, Sr. 1,872,260 29.1%
96 Union Avenue
Rutherford, New Jersey 07070
<CAPTION>
Shareholders:
<S> <C> <C>
Berkshire International Finance, Inc. 735,000 11.4%
551 Fifth Avenue, Suite 605
New York, NY 10017
Arista High Technologies Growth Fund, Ltd. 343,511 5.3%
P.O.Box 20043
Phase 3 British American Center
Georgetown Grand Cayman
Cayman Islands, British West Indies
Michael Vanechanos 327,577 5.1%
129 S. Telegraph Hill Road
Holmdel, NJ 07703
All directors and executive
officers as a group [2 in
number] 3,754,813 58.5%
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As more fully discussed in Item 1 of this Report and Note 2 to the
financial statements (Item 7 of this Report), the Company disposed
in 1994 of its 73.4% interest in Seahawk Overseas Development
Corporation to John C. Fitton, a former director of the Company, in
exchange for shares of the Company's common stock held by him.
Reference is made to Item 1 of this Report for a discussion of the
purchase of a controlling interest in the Company by Jonathan B.
Lassers in May 1995. Following that transaction, Mr. Lassers was
elected an executive officer and director of the Company, until
March 26, 1996.
Reference is made also to Note 7 to the financial statements (Item
7 of this Report) with respect to shares issued to Jonathan B.
Lassers and Robert S. Friedenberg.
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Documents filed as part of this Report.
1. Financial Statements - see Index to Financial Statements
included in Item 8 of this Report.
2. Financial Statement Schedules - All schedules are omitted
since the required information is not present in amounts
sufficient to require submission of the schedule, or because
the information required is included in the consolidated
Financial Statements and notes thereto.
(b) Exhibits.
* Indicates exhibits filed herewith. All other exhibits are
incorporated by reference to prior filings.
<TABLE>
Exhibit
Number Description
<S> <C>
3.1.1 Certificate of Incorporation of the Registrant as
filed with the Secretary of State of New Jersey on
August 7, 1979 (incorporated by reference to Exhibit
3.1.1 filed with Registrant's Report on Form 10-K for
the Year ended December 31, 1991).
3.1.2 Certificate of Amendment to Registrant's Certificate
of Incorporation, as filed with the Secretary of State
of New Jersey on May 19, 1980 (incorporated by
reference to Exhibit 3.1.2 filed with Registrant's
Report on Form 10-K for the Year ended December 31,
1991).
3.1.3 Certificate of Amendment to Registrant's Certificate
of Incorporation, as filed with the Secretary of State
of New Jersey on April 1981 (incorporated by reference
to Exhibit 3.1.3 filed with Registrant's Report on
Form 10-K for the Year ended December 31, 1991).
3.1.4 Certificate of Amendment to Registrant's Certificate
of Incorporation, as filed with the Secretary of State
of New Jersey on April 24, 1986 (incorporated by
reference to Exhibit 3.1.4 filed with Registrant's
Report on Form 10-K for the
Year ended December 31, 1991).
<PAGE>
Exhibit
Number Description
3.1.5 Certificate of Amendment to Registrant's Certificate
of Incorporation, as filed with the Secretary of State
of New Jersey on July 15, 1988 (incorporated by
reference to Exhibit 3.1.5 filed with Registrant's
Report on Form 10-K for the Year ended December 31,
1991).
3.1.6 Certificate of Amendment to Registrant's Certificate
of Incorporation, as filed with the Secretary of State
of New Jersey on November 28, 1989 (incorporated by
reference to Exhibit 3.1.6 filed with Registrant's
Report on Form 10-K for the Year ended December 31,
1991).
3.2.1 ByLaws of the Registrant adopted August 7, 1979
(incorporated by reference to Exhibit 3.2.1 filed with
Registrant's Report on Form 10-K for the Year ended
December 31, 1991).
3.2.2 Amendments adopted March 8, 1982 to ByLaws of the
Registrant (incorporated by reference to Exhibit 3.2.2
filed with Registrant's Report on Form 10-K for the
Year ended December 31, 1991).
* 3.2.3 Certificate of Amendment to Registrant's Certificate
of Incorporation, as filed with the Secretary of State
of New Jersey on May 14, 1996 changing the name of the
Company to DynamicWeb Enterprises, Inc.
* 10.14 Stock Purchase Agreement dated March 5, 1996 between
the Registrant and the shareholders of DynamicWeb
Transaction Systems, Inc.
* 10.14(A) Amendment to 10.14 dated May 14, 1996.
* 11.0 Statement regarding computation of per share earnings.
* 21.1 Subsidiaries of the Registrant.
* 27.0 Financial Data Schedule
</TABLE>
(c) Reports on Form 8-K.
The Company did not file any reports on Form 8-K for the quarter
ended December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: June 3, 1996
SEAHAWK CAPITAL CORPORATION
(Registrant)
BY:/s/Jonathan B. Lassers
________________________
Jonathan B. Lassers,
President, Principal
Executive Officer and
Principal Financial Officer
BY:/s/Annemarie L. Arias
________________________
Annemarie L. Arias,
Secretary-Treasurer
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
/s/Jonathan B. Lassers June 3, 1996
_______________________________
Jonathan B. Lassers Director
Principal Executive Officer
Principal Financial Officer
/s/Annemarie L. Arias June 3, 1996
_______________________________
Annemarie L. Arias Director
Principal Accounting Officer
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: June 3, 1996
SEAHAWK CAPITAL CORPORATION
(Registrant)
BY:/s/Steven Vanechanos, Jr.
_____________________________
Steven Vanechanos, Jr.
President, Principal
Executive Officer and
Principal Financial Officer
BY:/s/Steven Vanechanos, Sr.
_____________________________
Steven Vanechanos, Sr.
Secretary-Treasurer
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
/s/Steven Vanechanos, Jr. June 3, 1996
_______________________________
Steven Vanechanos, Jr. Director
Principal Executive Officer
Principal Financial Officer
/s/Steven Vanechanos, Sr. June 3, 1996
_______________________________
Steven Vanechanos, Sr. Director
Principal Accounting Officer
Secretary of State
CN-308
Trenton, NJ 08625
CERTIFICATE OF AMENDMENT TO THE CERTIFICATION OF INCORPORATION
OF SEAHAWK CAPITAL CORPORATION
(FOR USE BY DOMESTIC CORPORATIONS ONLY-FILE IN DUPLICATE)
Federal Employer Identification No. 22-2267656
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporation, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is: SEAHAWK CAPITAL CORPORATION
2. The following amendment to the Certificate of Incorporation was approved by
the directors and thereafter duly adopted by the shareholders of the corporation
on the 26th day of March, 1996:
Resolved, that Article 1 of the Certificate of Incorporation be amended to read
as follows:
1. The name of the corporation is: DynamicWeb Enterprises, Inc.
Resolved, that Article 3 of the Certificate of Incorporation be amended to read
as follows:
3. The corporation is authorized to issue 50,000,000 shares of one class of
common stock, with $.0001 par value.
3. The number of shares outstanding at the time of the adoption of the
amendment was 431,369.
The total number of shares entitled to vote thereon as a class, set forth below
the designation and number of outstanding shares entitled to vote thereon of
each such class or series. (Omit if not applicable).
4. The number of shares voting for and against such amendment is as follows:
<PAGE>
(If the shares of any class or series are entitled to vote as a class, set
forth the number of shares of each such class and series voting for and against
the amendment respectively).
Number of Shares Voting Number of Shares Voting
For Amendment Against Amendment
235,000 shares 0
Dated this 26th day of March, 1996.
DYNAMICWEB ENTERPRISES, INC.
(Corporate Name)
By: Steven L. Vanechanos, Jr.
____________________________
(Signature)
Steven L. Vanechanos, Jr., President
(Type Name and Title)
dynamic\certinc.amd
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, being made this 5th day of March, 1996 same by and
between SEAHAWK CAPITAL CORPORATION, a New Jersey corporation, whose main
address 1010 Kings Highway South, Suite 1D, Cherry Hill, New Jersey 08034
(hereinafter referred to as "SEAK"); and DYNAMIC WEB TRANSACTION SYSTEMS, INC.,
a Delaware corporation whose main address is 1033 Route 46 East, Suite A-102,
Clifton, New Jersey 07013 (hereinafter referred to as "DYN"); and the
Shareholders of Dynamic Web Transaction Systems, Inc. as listed on Exhibit
"A" attached hereto (hereinafter referred to as "DYN Shareholders").
1. Recitals.
DYN Shareholders are the owners of all of the issued and outstanding shares
of the capital stock of DYN ("the DYN Shares "). SEAK wishes to purchase from
DYN Shareholders, and DYN Shareholders wish to sell to SEAK, the DYN Shares upon
the terms and conditions hereinafter set forth. Accordingly, in consideration
of the mutual covenants contained herein and intending to be legally bound
hereby, the parties hereto agree as hereinafter set forth.
2. Sale and Purchase of Stock.
DYN Shareholders hereby agree to sell, assign, transfer and deliver and do
hereby sell, assign, transfer and deliver to SEAK, and SEAK agrees to purchase,
acquire and accept from DYN Shareholders, and does hereby purchase, acquire
and accept from DYN Shareholders, upon the terms and conditions set forth in
this Agreement, complete, absolute and unencumbered right, title and interest
in and to the DYN Shares.
3. Consideration.
The entire consideration to be paid to DYN Shareholders in exchange for the
sale, transfer, assignment and delivery of the DYN Shares as set forth in
Section 2 above is Seven Million One Hundred Sixty Eight Thousand Six Hundred
Thirty One (7,168,631), post-split (as such term is hereinafter defined),
common shares of the authorized but unissued capital stock of SEAK ("Purchase
Price").
4. Payment for Shares.
At Closing as hereafter defined, SEAK shall deliver to DYN Shareholders,
for investment purposes only, in accordance with written instructions from
such shareholders, Seven Million One Hundred Sixty Eight Thousand Six Hundred
Thirty One (7,168,631), post-split, common shares of the authorized but
unissued capital stock of SEAK.
5. Representations and Warranties of SEAK.
SEAK represents and warrants to DYN as follows:
5.1 Organization and Qualification. SEAK is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey
and has the requisite corporate power to carry on its business as it is now
being conducted. SEAK is not qualified as a foreign corporation to do business
in any other state, and the character of its properties owned or leased or the
nature of its activities makes such qualification unnecessary.
5.2 Capitalization. The authorized capital stock of SEAK consists of
100,000,000 million Shares (pre-split) (no par value per share). As of the
execution of this Agreement and in accordance with the 1 for 100 reverse stock
split effected pursuant to this Agreement, there will be approximately 431,369
Shares validly issued, fully paid and nonassessable and the authorized capital
will be reduced in accordance with New Jersey law to 1,000,000 Shares. SEAK
will either have exercised or cancelled the Warrants outstanding and
exercisable. Except for the obligation of SEAK to issue Shares hereunder,
there are no other options, warrants or other rights, agreements or
commitments (contingent or otherwise) obligating SEAK to issue shares of its
capital stock. Upon approval by the Shareholders of SEAK, such capitalization
will be increased to 50,000,000 Shares.
5.3 Authority Relative to this Agreement. SEAK has the requisite
corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of SEAK and, other than approval by the
Shareholders at a meeting to be duly called for such purposes, no other
corporate proceedings on the part of SEAK are necessary to authorize this
transaction and the transactions contemplated hereby. This Agreement has
been duly and validly executed and delivered by SEAK and, assuming this
Agreement constitutes a valid and binding obligation of DYN Shareholders and
DYN, this Agreement constitutes a valid and binding agreement of SEAK,
enforceable against SEAK in accordance with its terms. SEAK is not subject to
or obligated under any charter, by-law or contract provision or any license,
franchise or permit, or any order or decree, which would be breached or
violated or in respect of which a right of acceleration would be created by
its executing and carrying out this Agreement, other than any such breach,
violation or right which will not have a material adverse effect on SEAK.
5.4 Validity of Shares. At Closing, the issuance and delivery by SEAK of
the SEAK Common Stock in connection with this Agreement will have been duly and
validly authorized by all necessary corporate action on the part of SEAK. The
shares of SEAK Common Stock to be issued to DYN Shareholders will, when issued,
be validly issued, fully paid and nonassessable.
5.5 Lock-Ups. After to the reverse split, Jonathan Lassers, a DYN
Shareholder will own beneficially approximately 235,000 Shares of SEAK common
stock outstanding. SEAK will obtain Lock-Up Agreement restricting the sale
of Mr. Lassers' shares for a period of one year from the date of Closing
provided that six months after the execution of this Agreement, Mr. Lassers
may to transfer not more than 75,000 of such shares without the prior written
approval of the Company. Mr. Lassers' shares will bear an additional legend
stating that they are restricted pursuant to the terms of this Agreement.
5.6 Liabilities. At Closing, SEAK will have no liabilities of any nature,
whether accrued, absolute, contingent or otherwise, existing or which may
hereafter arise out of any transaction, event or occurrence heretofore entered
into or out of any act or failure to act on the part of SEAK or any of its
employees.
5.7 Assets. SEAK at the time of Closing will have minimal assets.
5.8 1934 Act Filings. SEAK at the time of the execution of this Agreement
will be current in all of the 1934 Securities Act filings, the cost of which has
been borne by SEAK, which filings do not contain any material misstatements of
fact or omissions to state material facts.
5.9 Lawsuits and Claims. There is no action, at law or in equity,
arbitration, proceeding, claim, governmental proceeding or investigation pending
or, to the best of SEAK's knowledge after reasonable investigation, threatened
against SEAK or against any business or assets of SEAK. SEAK is not in default
with respect to any decree, injunction or other order of any court or
governmental authority.
5.10 Taxes. SEAK has filed all United States income tax and information
returns and all state and local tax returns (collectively referred to herein as
"Tax Returns") which are required to be filed and has paid, or made provision
for the payment of, all taxes (including, without limitation, all federal,
state or local income, property, sales, use, excise, franchise, employment,
withholding or similar taxes and all interest, additions and penalties thereon
or with respect thereto ("taxes") which have or may have become due pursuant to
said returns, pursuant to any assessment received by SEAK, or otherwise payable
pursuant to applicable law.
5.11 Resignations. Simultaneously with the Closing, the officers and
directors of SEAK will resign in favor of management designated by DYN.
5.12 Reorganization. SEAK represents and warrants that prior to or
simultaneously with the Closing, it will reorganize by transferring
substantially all of its assets to its subsidiary, Eurohawk Corporation, and
SEAK will have previously effected a dividend of its shares of Eurohawk on a
pro-rata basis to the shareholders of SEAK of record on a record date to be
established prior to Closing (excluding the shareholders of DYN).
5.13 Change of Name. Prior to Closing, SEAK agrees to submit to the
Shareholders approval of an Amendment to the Certificate of Incorporation to
change its name to Dynamic Web Enterprises, Inc.
6. Representations and Warranties of DYN Shareholders and DYN.
DYN Shareholders and DYN, jointly and severally, represent and warrant as
follows:
6.1 Organization and Qualification. DYN is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power to carry on its business as it is now
being conducted. DYN is duly qualified as a foreign corporation to do business,
and is in good standing, in each jurisdiction where the character of its
properties owned or leased or the nature of its activities makes such quali-
fication necessary.
6.2 Capitalization. The authorized capital stock of DYN consists of
15,000,000 shares of common stock, $.001 par value, of which 3,948,060 shares
have been or will be issued and outstanding and or reserved prior to Closing.
There are no Options, Warrants or other rights, agreements or commitments
(contingent or otherwise) obligating DYN to issue additional shares of its
capital stock.
6.3 Authority Relative to this Agreement. DYN has the requisite corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the Agreements contemplated hereby have been duly authorized
by the Board of Directors of DYN and the DYN Shareholders and, no other
corporate proceedings on the part of DYN are necessary to authorize this
Agreement and the Agreements contemplated hereby. This Agreement has been duly
and validly executed and delivered by DYN and, assuming this Agreement
constitutes a valid and binding obligation of SEAK, this Agreement constitutes
a valid and binding agreement of DYN and the DYN Shareholders, enforceable
against them, respectively in accordance with its terms. DYN is not subject to
or obligated under any charter, by-law or contract provision or any license,
franchise or permit, or any order or decree, which would be breached or violated
or in respect of which a right of acceleration would be created by its executing
and carrying out this Agreement, other than any such breach, violation or right
which will not have a material adverse effect on DYN.
6.4 Financial Statements and Reports. A prerequisite of this transaction
shall be proof to the satisfaction of SEAK that DYN can and will obtain a
minimum of two years certified financials of DYN within sixty days of the
Closing prepared in accordance with the Rules and Regulations of the United
States Securities and Exchange Commission ("SEC").
6.5 Lawsuits and Claims. There is no action, at law or in equity,
arbitration, proceeding, claim, governmental proceeding or investigation pending
or, to the best of DYN's knowledge after reasonable investigation, threatened
against DYN or against any business or assets of DYN. DYN is not in default
with respect to any decree, injunction or other order of any court or
governmental authority.
6.6 Taxes. DYN has filed all United States income tax and information
returns and all state and local tax returns (collectively referred to herein
as "Tax Returns") which are required to be filed and has paid, or made
provision for the payment of, all taxes (including, without limitation, all
federal, state or local income, property, sales, use, excise, franchise,
employment, withholding or similar taxes and all interest, additions and
penalties thereon or with respect thereto ("taxes") which have or
may have become due pursuant to said returns, pursuant to any assessment
received by DYN, or otherwise payable pursuant to applicable law.
6.7 Liabilities. As of Closing, DYN will have no more than $10,000 of
liabilities of any nature, whether accrued, absolute, contingent or otherwise,
existing or which may hereafter arise out of any transaction, event or
occurrence heretofore entered into or out of any act or failure to act on the
part of DYN or any of its employees.
6.8 NASDAQ Listing. DYN and the DYN Shareholders represent and warrant
that they will use their best efforts to have the shares of SEAK listed on the
NASDAQ Small Cap Market within eighteen months of the date of Closing.
6.9 Assets of DYN. DYN and the DYN Shareholders represent and warrant that
at the time of Closing DYN will have full right, title and ownership to the
assets set forth on the unaudited balance sheet and financial statements as of
December 31, 1995, all of which assets will remain the property of DYN at the
time of Closing.
6.10 Investment Representation. The Shares being acquired by DYN
Shareholders hereunder are being acquired for investment purposes only and not
with a view towards resale or redistribution and that no person or entity has
any beneficial interests in such shares except the DYN Shareholders. The
Shares being acquired have not been registered under the Securities Act of 1933
as amended and DYN Shareholders acknowledge and agree that they may not sell,
offer, transfer, hypothecate or convey such shares except pursuant to a
registration statement pursuant to the Act or an exemption therefrom. Such
shares shall be issued with the following legend and shall be subject to a
stock transfer order delivered by the Company to the transfer agent, such legend
to be as follows:
"The certificate and the shares represented hereby have not been registered
under the Securities Act of 1933 as amended (the "1933 Act") and may not be
sold or transferred except such registration or in reliance upon exemption
from registration under the 1933 Act and the rules and regulations
promulgated thereunder."
In addition, the shares issued to Robert R. Friedenberg will bear an
additional legend prohibiting transfers pursuant to Regulation S.
7. Deliveries.
At Closing:
7.1 SEAK shall deliver to the DYN Shareholders certificates representing
7,168,631 shares of its authorized and unissued common stock registered in
accordance with the written instructions from the DYN Shareholders.
7.2 The DYN Shareholders shall deliver to SEAK certificates representing
all of the issued and outstanding capital stock of DYN, with stock powers duly
endorsed in blank.
7.3 Jonathan Lassers, set forth in Section 5.5 above, shall execute and
deliver Lock-Up Agreement respecting approximately 235,000 shares of common
stock, which shares shall be held by a mutually agreeable Escrow Agent.
<PAGE>
8. Miscellaneous.
8.1 Reciprocal Indemnifications. The parties hereby agree to indemnify
each other for any damages sustained by the other party due to any material
breach or misrepresentation involved in this Agreement.
8.2 Assignment. This Agreement may not be assigned by either party without
the express written consent of the other party.
8.3 Governing Law - Jurisdiction. This Agreement shall be construed and
enforced in accordance with the internal laws of the State of New Jersey.
8.4 Notice. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be sufficiently given if delivered in person or deposited in
the United States mail, postage prepaid, for mailing by certified or registered
mail, return receipt requested, as follows:
If to SEAK delivered or addressed to:
Jonathan Lassers, President
Seahawk Capital Corporation
1010 Kings Highway South, Suite 1-D
Cherry Hill, New Jersey 08034
and with copies to:
Stephen M. Robinson, Esq.
172 Tuckerton Road
Medford, New Jersey 08055
<PAGE>
If to DYN or the DYN Shareholders delivered or addressed to:
Steven L. Vanechanos, Jr., President
Dynamic Web Transaction Systems, Inc.
1033 Route 46 East, Suite A-102
Clifton, New Jersey 07013
and with copies to:
William N. Levy, Esq. Leonard Glass, Esq.
Levy & Levy, P.A. Cole, Schotz, Meisel, Forman & Leonard
Suite 309, Plaza 1000, Main Street 25 Main Street
Voorhees, New Jersey 08043 P.O. Box 800
Hackensack, New Jersey 07602-0800
or to such other address or addresses as may be specified from time to time by
said party by like notice.
8.4 Section Heading. Section headings as to the contents of particular
sections and subsections are for convenience only and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the
particular sections or subsections to which they refer.
8.5 Entire Agreement. This Agreement and the Exhibits, Schedules and
Attachments hereto and other agreements and documents referenced herein
constitute the entire agreement and understanding of the parties hereto with
respect to the matters herein set forth, and all prior negotiations and
understandings relating to the subject matter of this Agreement are merged
herein and are superseded and cancelled by this Agreement.
8.6 Waivers - Amendments. Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled
to the benefit thereof or may be amended or modified in whole or in part at any
time by an agreement in writing, executed in the same manner as this Agreement.
8.7 Counterparts. This Agreement may be executed in any number of
counterparts, including counterparts transmitted by telecopier or FAX, any one
of which shall constitute an original of this Agreement. When counterparts of
facsimile copies have been executed by all parties, they shall have the same
effect as if the signature to each counterpart or copy whereupon the document
and copies of such documents shall be deemed valid as originals. The parties
agree that all such signatures may be transferred to a single document upon the
request of any party.
8.8 Closing. The Closing shall take place immediately following the
Shareholders Meeting approving the transaction herein which meeting has been
tentatively scheduled for March 24, 1996.
<PAGE>
IN WITNESS WHEREOF, this instrument has been executed by the parties hereto
as of the day and year first above written.
SEAHAWK CAPITAL CORPORATION
Agreed and Consented to: By: /s/Jonathan Lassers
---------------------------
Jonathan Lassers, President
/s/Jonathan Lassers
- -----------------------------
Jonathan Lassers, Individually
DYNAMIC WEB TRANSACTION
SYSTEMS, INC.
By: /s/Steven L. Vanechanos, Jr.
-------------------------------------
Steven L. Vanechanos, Jr., President
<TABLE>
<CAPTION>
SHAREHOLDERS OF DYNAMIC WEB TRANSACTION SYSTEMS, INC.
<C> <C>
/s/Steven L. Vanechanos, Jr. /s/James Ahearn/s/Barbara Ahearn
- --------------------------- ---------------------------------
Steven L. Vanechanos, Jr. James Ahearn and Barbara Ahearn
/s/Nina Ann Pescatore /s/Eileen Q. Ahearn
- --------------------------- ---------------------------------
Nina Ann Pescatore Eileen Q. Ahearn
/s/Steven L. Vanechanos, Sr. /s/Joan Viccelli
- --------------------------- ---------------------------------
Steven L. Vanechanos, Sr. Joan Viccelli
/s/John Helbock /s/Steve Sheiner
- --------------------------- ---------------------------------
John Helbock Steve Sheiner
/s/Michael Vanechanos /s/Gustave Dylla
- --------------------------- ---------------------------------
Michael Vanechanos Gustave Dylla
/s/Jimmy Motolanez /s/Sally Ann Boyd Arnold
- --------------------------- ---------------------------------
Jimmy Motolanez Sally Ann Boyd Arnold
/s/John Del Vecchio /s/Benjamin Salzano
- --------------------------- ---------------------------------
John Del Vecchio Benjamin Salzano
/s/Francis Patrick Ahearn /s/Michael Fratto
- --------------------------- ---------------------------------
Francis Patrick Ahearn Michael Fratto
/s/Rachel Cuozzo /s/Penelope Wilson
- --------------------------- ---------------------------------
Rachel Cuozzo Penelope Wilson
/s/John David Wernicki /s/Edward G. Salzano
- --------------------------- ---------------------------------
John David Wernicki Edward G. Salzano
/s/Michael Duffy
- ---------------------------
Michael Duffy
</TABLE>
AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT to the Stock Purchase Agreement originally dated March 5,
1996, is being made effective as of the 14th day of May, 1996, by and between
SEAHAWK CAPITAL CORPORATION, a New Jersey corporation, whose main address 1010
Kings Highway South, Suite 1D, Cherry Hill, New Jersey 08034 (hereinafter
referred to as "SEAK"); and DYNAMICWEB TRANSACTION SYSTEMS, INC., a Delaware
corporation whose main address is 1033 Route 46 East, Suite A-102, Clifton,
New Jersey 07013 (hereinafter referred to as "DYN"); and the Shareholders of
Dynamic Web Transaction Systems, Inc. as listed on Exhibit "A" attached hereto
(hereinafter referred to as "DYN Shareholders").
The parties hereto agree that the calculation of the issued and outstanding
shares of Seahawk Capital Corporation was in error; therefore, the figure of
7,168,631 shares should be changed to 6,155,000 shares in paragraphs 3, 4 and
7 of the aforesaid Stock Purchase Agreement.
IN WITNESS WHEREOF, this instrument has been executed by the parties hereto
as of the day and year first above written.
SEAHAWK CAPITAL CORPORATION
Agreed and Consented to: By: /s/Jonathan Lassers
---------------------------
Jonathan Lassers, President
/s/Jonathan Lassers
- ------------------------------
Jonathan Lassers, Individually
DYNAMICWEB TRANSACTION
SYSTEMS, INC.
By: /s/Steven L. Vanechanos, Jr.
------------------------------
Steven L. Vanechanos, Jr., President
Exhibit 11
Statement re: Computation of Per Share Earnings 1995
<TABLE>
Shares Days O/S Weighted Aver.
<S> <C> <C> <C>
Shares at January 1, 1995 12,281,302 365 12,281,302
Shares issued May 8, 1995 15,000,000 237/365 9,739,726
__________ __________
Shares at December 31, 1995 27,281,302 22,021,028
========== ==========
Net Loss $(283,200)
=========
Net Loss per share $(0.01)
=========
1994
Shares outstanding entire year12,281,302
==========
Loss from continuing operations$(451,969)
==========
Net Loss (532,285)
=========
Loss from continuing operations
per share ($0.03)
=========
Net loss per share (0.04)
=========
</TABLE>
EXHIBIT 21.1
SUBSIDIARIES OF SEAHAWK CAPITAL CORPORATION
(With Percentage Ownership and Jurisdictions of Incorporation)
SEAHAWK CAPITAL CORPORATION
- ----- EUROHAWK CORPORATION (100%) - Incorporated in Delaware (Note 1)
- ----- SEAHAWK FOODS INTERNATIONAL, INC. (100%) - Incorporated in Delaware
- ----- SRC FOOD GROUP LIMITED (100%)-Incorporated in United Kingdom (Note 2)
- ----- SCOTCOAST LIMITED (80.26%) - Incorporated in United Kingdom
- ----- PEICO, LIMITED (50%) - Incorporated in United Kingdom
Note 1 Seahawk Capital Corporation's investment in Eurohawk Corporation
was distributed to the Seahawk Capital Corporation as a stock
dividend on as of February 29, 1996.
Note 2 Seahawk Foods International, Inc. obtained the remaining 30% of
the outstanding capital stock of SRC Food Group Limited in
February, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000317788
<NAME> SEAHAWK CAPITAL CORPORATION
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Dec-31-1995
<PERIOD-TYPE> 12-MOS
<CASH> 4,525
<SECURITIES> 0
<RECEIVABLES> 9,737
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,262
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,262
<CURRENT-LIABILITIES> 90,903
<BONDS> 0
0
0
<COMMON> 12,851,325
<OTHER-SE> (12,927,966)
<TOTAL-LIABILITY-AND-EQUITY> 14,262
<SALES> 0
<TOTAL-REVENUES> 193
<CGS> 0
<TOTAL-COSTS> 283,393
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (283,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (283,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (283,200)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
