<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: September 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 [X] NO [ ]
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 September 30, 1995
And December 31, 1994 .......................... 3
Consolidated Statements of Operations
for the three month and nine month periods
ended September 30, 1995 and 1994 .............. 4
Consolidated Statement of Shareholders' Equity for
the nine month period ended September 30, 1995 . 5
Consolidated Statements of Cash Flows
for the three month and nine month periods
ended September 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>
September 30, December 31,
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....... $ 27,897 $ 17,250
Receivables ..................... 8,755 3,451
--------- ---------
Total current assets ............ 36,652 20,701
Other assets ...................... 54,990
--------- ---------
$ 36,652 $ 75,691
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
Accounts payable
and accrued liabilities ......... $ 57,884 $ 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 .......... (16) (1,076)
Deficit ......................... (12,872,541) (12,645,194)
---------- ----------
Total stockholders'
equity (deficit) ............ (21,232) 55,055
---------- ----------
$ 36,652 $ 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 Nine Months Ending
September 30, September 30,
----------------------- -----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Sales to customers .......... $ 351,644
Commission and fees ......... $ 41,685 96,346
Interest and other .......... 9,326 $ 194 11,404
------- -------- --------
51,011 194 459,394
------- -------- --------
Costs and expenses:
Cost of sales ............... 260,242
General and administrative .. $ 75,649 77,326 227,541 290,609
Loss on investments ......... 309,808
Depreciation ................ 2,728
Other ....................... 2,462
-------- ------- -------- --------
75,649 77,326 227,541 865,849
-------- ------- -------- --------
Loss from Continuing Operations (75,649) (26,315) (227,347) (406,455)
Discontinued operations ....... (9,518) (29,739)
-------- -------- -------- --------
Net Loss ...................... $ (75,649) $ (35,833) $(227,347) $(436,194)
======== ======== ======== ========
Net loss per common and
common equivalent share:
Loss from continuing
operations ................ $(0.00) $(0.00) $(0.01) $(0.01)
===== ===== ===== =====
Net loss .................... $(0.00) $(0.00) $(0.01) $(0.01)
===== ===== ===== =====
Weighted average shares ..... 27,281,302 13,137,082 20,248,335 13,137,082
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 5
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Nine Month Ended September 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 .. 1,060 1,060
Net loss
for nine
months ended
September 30,
1995 ........ (227,347) (227,347)
---------- ----------- ------------ ------- --------
Balance,
September 30,
1995 ........ 27,281,302 $12,851,325 $(12,872,541) $ (16) $(21,232)
========== =========== ============ ======= ========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 6
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Month Periods Ended September 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
------------------------
1995 1994
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss .......................... $ (227,347) $ (436,194)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Loss on investments .......... 299,859
Depreciation ................. 2,691
Changes in assets and
liabilities ............... 31,985 (112,105)
-------- --------
Net cash used by
operating activities ............ (195,362) (245,749)
-------- --------
INVESTING ACTIVITIES -
Proceeds on sale of investment
in subsidiary ................. 54,000
--------
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 ................. 2,009 6,502
-------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ............ 10,647 (234,247)
CASH AND CASH EQUIVALENTS:
At beginning of period ............ 17,250 466,607
------- --------
At end of period .................. $ 27,897 $ 232,360
======= ========
</TABLE>
See accompanying notes to financial statements<PAGE>
<PAGE> 7
SEAHAWK CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 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 September 30, 1995 and 1994 and
for the three month and nine 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 nine month periods ended September 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 nine months ended September 30, 1994 are as follows:
<PAGE> 8
<TABLE>
<CAPTION>
Period ended September 30, 1994
--------------------------
3 months 6 months
-------- --------
<S> <C> <C>
Revenues, principally
commissions and fees ......... $ 630 $ 34,190
Expenses, principally
general and administrative ... 10,148 63,929
------- -------
Loss ........................... $ (9,518) $(29,739)
======= =======
</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 sold its 33.3% interest in Extruco, Limited in August
1995 for $54,000. This investment had been adjusted to the
expected realizable value in the second quarter of 1994 and a
loss of approximately $5,000 was recorded at that time. SRCF
also has a 50% interest in PEICO Limited which company was to
utilize certain rights and processes of SRCF. 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, principally Scotcoast, Limited, included
in the accompanying consolidated financial statements are as
follows:
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Revenues ................ $ 194 $ 454,960
Expenses ................ 81,392 826,153
Loss from continuing
operations ............ (81,198) (371,193)
Total assets ............ 8,803 248,142
</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 September 30, 1995, the Company has a stockholders
deficiency of $21,232. 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. (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. Also, as discussed in Note 2 to the
consolidated financial statements, the Company sold its
investment in Extruco, Limited for $54,000 in August 1995.
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 from the proceeds from the sale of common
stock in May 1995 and the disposal of the Company s interest in
Extruco, Limited in August 1995. Further support, as required,
may be through the exercise of warrants outstanding. The Company
is actively exploring various financing options and acquisitions.
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
NINE MONTHS ENDED SEPTEMBER 30, 1995 VS. 1994
The Company generated consolidated revenues of $194 in the
1995 period compared to revenues of $459,394 during the same
period of 1994. This decrease of $459,200 is due primarily to
the revenues generated by Scotcoast are included only in 1994.
Commission and fees decreased $96,346 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 $227,541 were $638,308
less than the same period in 1994. This decrease is primarily
due to (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 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.
THREE MONTHS ENDED SEPTEMBER 30, 1995 VS. 1994
The Company had no revenues in the three months ended
September 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 $1,677 to
$75,649 in 1995.
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
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the three months
ended September 30, 1995.
<PAGE> 11
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 Nine 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 15,000,000 7,967,033
---------- ---------- ----------
Shares at 9/30/95 .... 27,281,302 27,281,302 20,248,335
========== ========== ==========
Net loss ............. $ (75,694) $ (227,347)
======= ========
Per share ............ $(0.00) $(0.01)
====== =====
</TABLE>
- --------------------------------
Notes - The shares issued on 5/8/95 were outstanding all and
53.1% of the respective periods, consequently, 15,000,000 and
7,967,033 shares were used in the respective calculations.
<TABLE>
<CAPTION>
1994:
Total Three Months Nine Months
----- ------------ ----------
<S> <C> <C> <C>
Shares at 1/1/94
and 9/30/94 ........ 13,137,082 13,137,082 13,137,082
========== ========== ==========
Net loss from
continuing operations. $ (26,315) $ (406,455)
======= ========
Per share ............ $(0.00) $(0.01)
====== =====
Net loss ............. $ (35,833) $ (436,194)
======= ========
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> Sep-30-1995
<PERIOD-TYPE> 9-MOS
<CASH> 27,897
<SECURITIES> 0
<RECEIVABLES> 8,755
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,652
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,652
<CURRENT-LIABILITIES> 57,884
<BONDS> 0
0
0
<COMMON> 12,851,325
<OTHER-SE> (12,872,557)
<TOTAL-LIABILITY-AND-EQUITY> 36,652
<SALES> 0
<TOTAL-REVENUES> 194
<CGS> 0
<TOTAL-COSTS> 227,541
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (227,347)
<INCOME-TAX> 0
<INCOME-CONTINUING> (227,347)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (227,347)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
