<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transition Report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended: June 30, 1995.
Commission File No. 0-10039
SEAHAWK CAPITAL CORPORATION
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(Exact name of small business issuer as specified in its charter
New Jersey 22-2267656
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 Kings Highway South, Suite 1-D
Cherry Hill, New Jersey 08034-5074
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(Address of principal executive offices) (Zip Code)
Registrant telephone number, including area code: (609) 428-3845
(Not applicable)
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Former name, former address and former fiscal year, if changed
since last report
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 [ ] NO [X]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Common Stock, no par value, outstanding as of December 31, 1995:
27,281,302 shares.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
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<PAGE> 2
SEAHAWK CAPITAL CORPORATION
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
-----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1995
And December 31, 1994 .......................... 3
Consolidated Statements of Operations
for the three month and six month periods
ended June 30, 1995 and 1994 ................... 4
Consolidated Statement of Shareholders' Equity for
the six month period ended June 30, 1995 ....... 5
Consolidated Statements of Cash Flows
for the three month and six month periods
ended June 30, 1995 and 1994 ................... 6
Notes to Consolidated Financial Statements .......... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ..................................... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............... 10
SIGNATURES ............................................... 11
/TABLE
<PAGE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....... $ 46,946 $ 17,250
Receivables ..................... 6,392 3,451
Investment in Extruco, Limited .. 56,114
--------- ---------
Total current assets ............ 109,452 20,701
Other assets ...................... 54,990
--------- ---------
$ 109,452 $ 75,691
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
Accounts payable
and accrued liabilities ......... $ 55,005 $ 20,636
--------- ---------
Commitments and contingencies
Stockholders equity:
Common stock, no par value,
100,000,000 shares authorized;
Issued - 1995 - 28,137,082
shares; 1994 - 13,137,082
shares (including 855,780
shares in treasury in
both periods) ................. 12,851,325 12,701,325
Translation adjustment .......... (31) (1,076)
Deficit ......................... (12,796,847) (12,645,194)
---------- ----------
Total stockholders' equity.... 54,447 55,055
---------- ----------
$ 109,452 $ 75,691
========== ==========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 4
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ending Six Months Ending
June 30, June 30,
----------------------- -----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Sales to customers .......... $ 351,644
Commission and fees ......... $ 15,398 54,661
Other ....................... 1,302 $ 194 2,078
------- -------- --------
16,700 194 408,383
------- -------- --------
Costs and expenses:
Cost of sales ............... 260,242
General and administrative .. $ 129,478 1,686 151,847 213,283
Loss on investments ......... 309,808 309,308
Depreciation ................ 2,728
Other ....................... 2,462
-------- ------- -------- --------
129,478 311,494 151,847 788,523
-------- ------- -------- --------
Loss from Continuing Operations (129,478) (294,794) (151,653) (380,140)
Discontinued operations ....... (23,290) (20,221)
-------- -------- -------- --------
Net Loss ...................... $(129,478) $(318,084) $(151,653) $(400,361)
======== ======== ======== ========
Net loss per common and
common equivalent share:
Loss from continuing
operations ................ $(0.01) $(0.00) $(0.01) $(0.01)
===== ===== ===== =====
Net loss .................... $(0.01) $(0.00) $(0.01) $(0.01)
===== ===== ===== =====
Weighted average shares ..... 21,017,566 13,137,082 16,673,567 13,137,082
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 5
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Cumulative
----------------------- Translation
Shares Amount (Deficit) Adjustment Total
---------- ----------- ------------ -------- ---------
<S> <C> <C> <C> <C> <C>
Balance,
December
31, 1994 .... 12,281,302 $12,701,325 $(12,645,194) $(1,076) $ 55,055
Sale of
common
stock ....... 15,000,000 150,000 150,000
Cumulative
translation
adjustment .. 1,045 1,045
Net loss
for six
months ended
June 30, 1995 (151,653) (151,653)
---------- ----------- ------------ ------- --------
Balance,
June 30,
1995 ........ 27,281,302 $12,851,325 $(12,796,847) $ (31) $ 54,447
========== =========== ============ ======= ========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 6
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Month Periods Ended June 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------
1995 1994
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss .......................... $ (151,653) $ (400,361)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Loss on investments .......... 308,966
Depreciation ................. 2,690
Changes in assets and
liabilities ............... 31,340 (97,986)
-------- --------
Net cash used by
operating activities ............ (120,313) (186,691)
-------- --------
INVESTING ACTIVITIES - Other ...... (1,479)
--------
FINANCING ACTIVITIES:
Sale of common stock ........... 150,000
Minority investment in
subsidiary .................. 5,000
-------- --------
Net cash provided by (used in)
financing activities ............ 150,000 5,000
-------- --------
EFFECT OF EXCHANGE RATE
CHANGES ON CASH ................. 9 3,344
-------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ............ 29,696 (179,826)
CASH AND CASH EQUIVALENTS:
At beginning of period ............ 17,250 466,607
------- --------
At end of period .................. $ 46,946 $ 286,781
======= ========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 7
SEAHAWK CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1995
(Unaudited)
1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The consolidated financial statements include the accounts
of Seahawk Capital Corporation (the Company ) and its
subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
The accompanying consolidated financial statements of
Seahawk Capital Corporation at June 30, 1995 and 1994 and for the
three month and six month periods then ended are unaudited but
include all adjustments, consisting only of normal recurring
accruals, which management considers necessary for a fair
presentation of the Company s financial condition and results of
operations in accordance with generally accepted accounting
principles. These financial statements do not include all the
disclosures associated with the Company s annual financial
statements and accordingly should be read in conjunction with
such statements. The information for the interim three month and
six month periods ended June 30, 1995 is not necessarily
indicative of the operating results for the entire year.
The accompanying consolidated financial statements should be
read in conjunction with the consolidated financial statements
contained in the Company s Annual Report on Form 10-K for the
year ended December 31, 1994.
Loss per share calculations are based upon the weighted
average number of common and common equivalent shares outstanding
during the periods. Outstanding warrants (see Note 3) are not
included because they are anti-dilutive.
2. INVESTMENTS IN SUBSIDIARY COMPANIES
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) in exchange for 855,780 shares of the Company s common
stock.
Summarized results of Overseas included in the accompanying
statement of operations as discontinued operations for the three
months and six months ended June 30, 1994 are as follows:
<PAGE> 8
<TABLE>
<CAPTION>
Period ended June 30, 1994
--------------------------
3 months 6 months
-------- --------
<S> <C> <C>
Revenues, principally
commissions and fees ......... $ 6,450 $ 33,560
Expenses, principally
general and administrative ... 29,740 53,781
------- -------
Loss ........................... $(23,290) $(20,221)
======= =======
</TABLE>
Due to continued losses from Scotcoast, Limited
( Scotcoast ) operations, the Company and SRC Foods Group,
Limited, ( 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 has 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 in the second quarter
of 1994.
Foreign operations, in 1994, principally Scotcoast, Limited,
included in the accompanying consolidated financial statements
are as follows:
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Revenues ................ $ 194 $ 408,251
Expenses ................ 778,660
Loss from continuing
operations ............ (36,887) (370,409)
Total assets ............ 62,555 259,448
</TABLE>
<PAGE> 9
3. COMMON STOCK
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 Company was effected.
Substantially all members of the Company s prior management have
resigned as directors and officers.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1995, the Company has a stockholders equity of
$54,447. The Company has incurred net losses in most of the past
10 years. After the transfer of Overseas and write-off of its
investment in Scotcoast in the second quarter, the Company s only
operations are related to SRCF, which is not significant in
amount, and its 50% interest in PEICO, Limited which was written
off and 33.3% interest in Extruco, Limited which was disposed of
in August 1995. (See Note 2 to the consolidated financial
statements under Item 1 of this Report for a fuller discussion.)
As discussed in Note 3 to the consolidated financial
statements under Item 1 of this Report, in May 1995, the Company
sold 15,000,000 previously unissued shares of its common stock
for $150,000 in cash.
Because of the above mentioned net losses, the Company s
cash flows from operating activities have been negative. Until
such time additional operating businesses are acquired and
operate profitably, the Company s operations are being financed
with the remaining cash and the proceeds from the sale of common
stock in May 1995 and the proceeds from the sale the Company s
interest in Extruco in August 1995. The Company is exploring
various financing options in connection with the acquisition of
companies in the food processing industry.
It is not expected that the Company will achieve
profitability in the near future. Further, there is no assurance
that the Company will achieve profitability thereafter. Although
it is expected that the Company will have adequate resources
available to continue through December 31, 1995, unless the
Company can obtain the financing necessary to acquire a
profitable operating business, the Company will be unable to
continue as a going concern.
<PAGE> 10
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995 VS. 1994
The Company generated consolidated revenues of $194 in the
1995 period compared to revenues of $408,189 during the same
period of 1994. This decrease of $408,189 is due primarily to
the revenues generated by Scotcoast are included only in 1994.
Commission and fees decreased $54,661 in 1995 over the same
period of 1994 mainly due to the services provided by SRCF during
the 1994 period. SRCF had no commissions or fees in 1995.
Total expenses for the 1995 period of $151,847 were $636,676
less than the same period in 1994. This decrease is primarily
due (1) the decline in cost of sales of $260,242; (2) the decline
in general and administrative expenses of $121,893 relating to
the above discussed decrease in sales revenue of Scotcoast; and,
(3) the $309,808 charge in the second quarter of 1994 relating to
the loss on Scotcoast and PEICO Limited and the write-down of
Extruco, Limited to amount 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.
THREE MONTHS ENDED JUNE 30, 1995 VS. 1994
The Company had no revenues in the three months ended June
30, 1995 due to the cessation of Scotcoast s business and SRCF
having no commission and fee income. The revenues in the
comparable 1994 period were primarily those of SRCF.
The expenses for the three month period declined $182,016 to
$129,478 in 1995. This decline was primarily due to the
aforementioned $309,808 loss on the write down of the investment
in the three months ended June 30, 1994 offset by an increase in
general and administrative expenses. The increase resulted
primarily from the increase in expenses related to the change in
control and sales presentation previously discussed and, in 1994,
the minority interest in the losses of SRCF.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Description
------- ------------
11 Statement re: computation of per share earnings
27 Article 5 Financial Data Schedule
<PAGE> 11
(b) Reports on Form 8-K.
A Report on Form 8-K was filed on May 8, 1995 relating to
the change in control of the Registrant.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 20, 1996
SEAHAWK CAPITAL CORPORATION
(Registrant)
By: /s/ JONATHAN B. LASSERS
------------------------
Jonathan B. Lassers,
President, Principal Executive Officer
and Principal Financial Officer
By: /s/ ANNAMARIE L. ARIAS
----------------------------
Annamarie L. Arias,
Secretary-Treasurer and
Principal Accounting Officer
EXHIBIT 11
Statement re: computation of per share earnings
<TABLE>
<CAPTION>
1995:
Total Three Months Six Months
----- ------------ ----------
<S> <C> <C> <C>
Shares at 1/1/95 ..... 12,281,302 12,281,302 12,281,302
Issued 5/8/95 ........ 15,000,000 8,736,264 4,392,265
---------- ---------- ----------
Shares at 6/30/95 .... 27,281,302 21,017,566 16,673,567
========== ========== ==========
Net loss ............. $ (129,488) $ (151,653)
======= =======
Per share ............ $(0.01) $(0.01)
====== =====
</TABLE>
- --------------------------------
Notes - The shares issued on 5/8/95 were outstanding 58.2% and
29.3% of the respective periods, consequently, 8,736,264 and
4,392,265 shares were used in the respective calculations.
<TABLE>
<CAPTION>
1994:
Total Three Months Six Months
----- ------------ ----------
<S> <C> <C> <C>
Shares at 1/1/94
and 6/30/94 ........ 13,137,082 13,137,082 13,137,082
========== ========== ==========
Net loss from
continuing operations. $ (294,794) $ (380,140)
======= =======
Per share ............ $(0.00) $(0.00)
====== =====
Net loss ............. $ (318,084) $ (400,361)
======= =======
Per share ............ $(0.00) $(0.01)
====== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary information
extracted from the Consolidated Statements of
Operations and Consolidated Balance Sheets of
Seahawk Capital Corporation and is qualified in
its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000317788
<NAME> SEAHAWK CAPITAL CORPORATION
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Jun-30-1995
<PERIOD-TYPE> 6-MOS
<CASH> 46,946
<SECURITIES> 0
<RECEIVABLES> 6,392
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 109,452
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 109,452
<CURRENT-LIABILITIES> 55,005
<BONDS> 0
0
0
<COMMON> 12,851,325
<OTHER-SE> (12,796,878)
<TOTAL-LIABILITY-AND-EQUITY> 109,452
<SALES> 0
<TOTAL-REVENUES> 194
<CGS> 0
<TOTAL-COSTS> 151,847
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (151,653)
<INCOME-TAX> 0
<INCOME-CONTINUING> (151,653)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (161,653)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
