<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1996
Commission file number 0-10039
DYNAMICWEB ENTERPRISES, INC.
(Name of small business issuer in its charter)
New Jersey 22-2267658
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1033 Route 46 East, Suite A-102
Clifton, New Jersey 07013
(address of principal executive offices)
Issuer's telephone number: 201-777-7666
SEAHAWK CAPITAL CORPORATION
1010 Kings Highway South, Suite 1-D
Cherry Hill, New Jersey 08034
(Former Name and Address)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares outstanding of each of the Registrant's common stock, par
value $.0001, as of March 31, 1996: 6,155,000 Shares
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DYNAMICWEB ENTERPRISES, INC.
(FORMERLY SEAHAWK CAPITAL CORPORATION)
CONSOLIDATED BALANCE SHEET
MARCH 31,1996
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash $ 32,257
Accounts receivable, less allowance for
doubtful accounts of $400 27,264
-------
TOTAL CURRENT ASSETS 59,521
PROPERTY AND EQUIPMENT, less accumulated
depreciation of $2,380 19,557
PATENTS AND TRADEMARKS, less accumulated
amortization of $442 14,576
-------
$ 93,654
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 27,084
Due to affiliate 21,064
-------
TOTAL CURRENT LIABILITIES 48,148
-------
STOCKHOLDERS EQUITY:
Common stock, $. 0001 par value;
authorized 50,000,000 shares; issued
and outstanding 6,155,000 shares 616
Additional paid-in capital 162,749
Accumulated deficit (117,859)
-------
TOTAL STOCKHOLDERS' EQUITY 45,506
-------
$ 93,654
=======
</TABLE>
See notes to financial statements
<PAGE>
<PAGE> 3
DYNAMICWEB ENTERPRISES, INC.
(FORMERLY SEAHAWK CAPITAL CORPORATION)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
February 1,
1995
Three Months Six Months (Inception to)
Ended March Ended March March 31,
31, 1996 31, 1996 1995
<S> <C> <C> <C>
SALES $35,011 $60,529 $0
-------- -------- --------
COST AND EXPENSES:
Cost of sales 18,128 27,164
Selling, general and
administrative 87,711 112,724 5,414
Research & Development 3,375 6,375 2,000
Depreciation and
amortization 1,318 2,165
-------- -------- --------
TOTAL COSTS & EXPENSES 110,532 148,428 7,414
-------- -------- --------
LOSS BEFORE INCOME
TAX BENEFIT (75,521) (87,899) (7,414)
INCOME TAX BENEFIT 1,700
--------- --------- --------
NET LOSS $(75,521) $(87,899) $(5,714)
========= ========= =======
NET LOSS PER SHARE $ (0.01) $ (0.01) $ 0.00
========= ========= =======
WEIGHTED AVERAGE
SHARE OUTSTANDING 6,155,000 6,115,000 6,115,000
========= ========= ========
</TABLE>
NOTE: The comparable three months and six months period of the
preceding fiscal year are identical as the Company commenced activities
on February 1, 1995 (date of inception) and were in business for only
two months at March 31, 1995
See notes to financial statements
<PAGE>
<PAGE> 4
DYNAMICWEB ENTERPRISES, INC.
(FORMERLY SEAHAWK CAPITAL CORPORATION)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
February 1,
1995
Six Months (Inception) to
Ended March March 31,
31,1996 1995
----------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $( 87,899) $(5,714)
Adjustments to reconcile net
Loss to net cash used in
operating activities - depreciation
and amortization 2,165
Changes in assets and liabilities
Accounts receivable ( 25,894)
Accounts payable 27,084
------ -----
Net cash used in operating activities ( 84,544) (5,714)
------ -----
INVESTING ACTIVITIES:
Purchases of equipment ( 10,671)
Acquisition of patents and trademarks ( 14,773)
------
Net cash used in investing activities ( 25,444)
------
FINANCING ACTIVITIES:
Loans from affiliate ( 7,839) 5,714
Issuance of common stock 150,000
------- -----
Net cash provided by financing
activities 142,161 5,714
------- -----
NET INCREASE IN CASH 32,173 0
Balance, beginning of period 84 0
------- -----
Balance, end of period $ 32,257 $ 0
======= =====
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest $ 0 $ 0
======= =====
Income taxes $ 0 $ 0
======= =====
</TABLE>
See notes to financial statements.
<PAGE>
<PAGE> 5
DYNAMICWEB ENTERPRISES, INC.
(FORMERLY SEAHAWK CAPITAL CORPORATION)
NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
MARCH 31,1996
(UNAUDITED)
1. Basis of Presentation
The financial statements include the accounts of DynamicWeb Enterprises,
Inc. ("The Company") and its wholly owned subsidiary DynamicWeb
Transaction Systems, Inc. ("DynamicWeb"). All intercompany transactions
and balances have been eliminated in consolidation.
The accompanying financial statements reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. All such adjustments are of a normal and recurring nature.
The results of operations for the interim periods presented are not
necessarily indicative of the results of future operations.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, is not required for interim reporting purposes and, has
accordingly been condensed or omitted. The accompanying financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's report filed on Form 8-K for
earliest event reported March 26, 1996.
2. History
On February 1, 1995 Megascore, Inc. a computer software company, initiated
research activities for the purpose of developing software to facilitate
the exchange of information and the conducting of electronic commerce over
the Internet.
On February 7, 1996 that business and the related net assets were acquired
by DynamicWeb in exchange for 2,387,770 common shares which were
concurrently distributed pro-rata to Megascore shareholders. Accordingly,
DynamicWeb and Megascore became separate entities under common control.
The financial statements give retroactive effect to this transaction.
DynamicWeb was in the development stage through December 31, 1995.
3. Acquisition
On March 26, 1996 DynamicWeb was acquired by Seahawk Capital
Corporation, a publicly held corporation, DynamicWeb received 93
percent of Seahawk's outstanding common shares (5,723,631 shares) in
exchange for all of DynamicWeb's outstanding common shares, For
accounting purposes the transaction was treated as a recapitalization
of DynamicWeb, with DynamicWeb deemed to be the acquirer. Accordingly,
the historical financial statements prior to March 26, 1996 will be
those of DynamicWeb after financial statements are issued for a period
which includes the date of the acquisition. On May 14, 1996, Seahawk
changed it's name to DynamicWeb Enterprises, Inc.
<PAGE>
<PAGE> 6
ITEM 2. PLAN OF OPERATION
On February 1, 1995, Megascore, Inc., a computer software company,
initiated research activities to develop software to facilitate the
exchange of information and the conducting of electronic commerce over
the Internet. On February 7, 1996, that business and the related net
assets were acquired by DynamicWeb Transaction Systems, Inc. ("DWEB").
On March 26, 1996, 100% of the stock of DWEB was acquired by Seahawk
Capital Corporation, a publicly traded company. The Company's name was
changed to DynamicWeb Enterprises, Inc. (the "Company") on May 14,
1996. For accounting purposes, the transaction was treated as a
recapitalization of the DWEB with DWEB as the acquirer (reverse
acquisition). The ongoing business of the Company will be that of DWEB.
As a result, the historical financial statements of DWEB will become
the financial statements of the Company. Seahawk had no assets or
operations at March 26, 1996.
The Company is engaged in the development and marketing of integrated
application software for information exchange and electronic commerce
over the Internet. The Company has developed a family of products
designed to ease the transition from traditional methods of transacting
business to electronic commerce over the Worldwide Web. The Company 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. The Company s software allows individuals and
organizations to execute a wide array of transactions across the
Internet, such as buying and selling merchandise and services.
The Company is in the process of a private placement to eventually
raise $2 million. This is expected to satisfy operating requirements
for the next 12 months. In April 1996, the Company completed financing
which provided the Company with $447,750 in exchange for 343,511 shares
of the Company s common stock.
To date, the Company's operations have consisted primarily of
developing its products. Revenues to date have been primarily from fees
for providing Internet connections to their customers. Management s
plan of operation for the next twelve months is to expand the marketing
of the products which have currently been developed.
During the next twelve months the Company will continue to improve its
existing products and continue with the development and marketing of
firewall products for providing security over the Internet. Also it
intends to continue to develop products that produce seamless
integration with EDI. These development activities will be financed
through current working capital and future proceeds of private
placements.
The Company's current office facilities will not provide adequate space
for future operations. The Company will need to purchase or lease
larger office space. While the Company is currently exploring
possibilities, no plans have been finalized. As the Company grows, it
will need to purchase more computer equipment and Internet
connectivity.
<PAGE>
<PAGE> 7
The Company currently has nine full time employees and one part time
employee. The nine full time employees are in the following areas of
the Company: Executive - 2; marketing and sales - 2 1/2; research and
technical - 3; and, administration - 1 1/2. Along with their executive
duties, the 2 executives split their time among the various areas.
Additional employees, primarily in research and technical and marketing
and sales, will be added as the Company grows.
<PAGE>
<PAGE> 8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10.14(B) - Amendment to Stock Purchase Agreement
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K for the quarter ended
March 31, 1996. See Report of Form 8-K filed June 13, 1996.
<PAGE>
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DYNAMICWEB ENTERPRISES, INC.
(formerly known as Seahawk Capital Corporation)
BY: /S/STEVEN VANECHANOS, JR.
------------------------------
STEVEN VANECHANOS, JR.
President, Principal Executive Officer and
Principal Financial Officer
AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT to the Stock Purchase Agreement originally dated
March 5, 1996, is being made effective as of the 13th day of June,
1996, by and between SEAHAWK CAPITAL CORPORATION, a New Jersey
corporation, whose main address if 1010 Kings Highway South, Suite 1D,
Cherry Hill, New Jersey 08034 (hereinafter referred to as "SEAK"); and
DYNAMICWEB TRANSACTIONS 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
DynamicWeb 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 further in error;
therefore, the figure of 7,168,631 shares should be changed to
5,723,621 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 written above.
SEAHAWK CAPITAL CORPORATION
By: /s/Jonathan Lassers
Agreed and Consented to: ----------------------------
Jonathan Lassers, President
/s/Jonathan Lassers
- ------------------------------
Jonathan Lassers, Individually
DYNAMICWEB TRANSACTION SYSTEMS, INC.
By:/s/Steven L. Vanechanos, Jr.
-------------------------------
Steven L. Vanechanos, Jr.,
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the
Consolidated Statements of Operations and Consolidated Balance
Sheets of DynamicWeb Enterprises, Inc. and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000317788
<NAME> DynamicWeb Enterprises, Inc.
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> Sep-30-1996
<PERIOD-START> Oct-01-1995
<PERIOD-END> Mar-31-1996
<PERIOD-TYPE> 6-MOS
<CASH> 32,257
<SECURITIES> 0
<RECEIVABLES> 27,664
<ALLOWANCES> (400)
<INVENTORY> 0
<CURRENT-ASSETS> 59,521
<PP&E> 29,937
<DEPRECIATION> (2,380)
<TOTAL-ASSETS> 93,654
<CURRENT-LIABILITIES> 48,148
<BONDS> 0
0
0
<COMMON> 616
<OTHER-SE> 44,890
<TOTAL-LIABILITY-AND-EQUITY> 93,654
<SALES> 60,529
<TOTAL-REVENUES> 60,529
<CGS> 27,164
<TOTAL-COSTS> 148,428
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (87,899)
<INCOME-TAX> 0
<INCOME-CONTINUING> (87,899)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (87,899)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
