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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: March 31, 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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SEAHAWK CAPITAL CORPORATION
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 1995
And December 31, 1994 .......................... 3
Consolidated Statements of Operations
for the three month periods ended
March 31, 1995 and 1994 ........................ 4
Consolidated Statement of Shareholders Equity for
the three month period ended March 31, 1995 .... 5
Consolidated Statements of Cash Flows for the
three month periods ended March 31, 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 ............................................... 10
/TABLE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SEAHAWK CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....... $ 8,864 $ 17,250
Receivables ..................... 4,997 3,451
Investment in Extruco, Limited .. 56,897
--------- ---------
Total current assets ............ 70,758 20,701
Other assets ...................... 54,990
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$ 70,758 $ 75,691
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
Accounts payable
and accrued liabilities ......... $ 36,345 $ 20,636
--------- ---------
Commitments and contingencies
Stockholders equity:
Common stock, no par value,
100,000,000 shares authorized;
Issued - 13,137,082 shares
(including 855,780 shares
in treasury .................. 12,701,325 12,701,325
Translation adjustment .......... 457 (1,076)
Deficit ......................... (12,667,369) (12,645,194)
---------- ----------
Total stockholders' equity.... 34,413 55,055
---------- ----------
$ 70,758 $ 75,691
========== ==========
</TABLE>
See accompanying notes to financial statements<PAGE>
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SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Month Periods Ended March 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
Revenues:
Sales to customers ............. $ 351,644
Commission and fees ............ 39,263
Interest and other ............. $ 194 776
------ -------
194 391,683
------ -------
Costs and expenses:
Cost of sales .................. 260,242
General and administrative ..... 22,369 211,597
Depreciation ................... 2,728
Interest ....................... 2,462
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22,369 477,029
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Loss from Continuing Operations .. (22,175) (85,346)
Discontinued operations .......... 3,069
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Net Loss ......................... $(22,175) $ (82,277)
====== =======
Net loss per common and
common equivalent share:
Loss from continuing operations. $(0.00) $(0.01)
===== =====
Net loss ....................... $(0.00) $(0.01)
===== =====
</TABLE>
See accompanying notes to financial statements<PAGE>
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SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 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
Cumulative
translation
adjustment.... 1,533 1,533
Net loss
for three
months ended
March 31, 1995 (22,175) (22,175)
---------- ----------- ------------ ------- ---------
Balance,
March 31,
1995 ......... 12,281,302 $12,701,325 $(12,667,369) $ 457 $ 34,413
========== =========== ============ ======= =========
</TABLE>
See accompanying notes to financial statements<PAGE>
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SEAHAWK CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended March 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
OPERATING ACTIVITIES
Net loss .......................... $ (22,175) $ (82,277)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation ................. 2,728
Changes in assets and
liabilities ............... 13,778 (110,740)
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Net cash used by
operating activities ............ (8,397) (190,289)
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INVESTING ACTIVITIES -
Capital expenditures ............ 51,140
--------
EFFECT OF EXCHANGE RATE
CHANGES ON CASH ................. 11
-------
NET DECREASE IN CASH AND
CASH EQUIVALENTS ................ ( 8,386) (139,149)
CASH AND CASH EQUIVALENTS:
At beginning of period ............ 17,250 466,607
------- --------
At end of period .................. $ 8,864 $ 327,458
======= ========
</TABLE>
See accompanying notes to financial statements
<PAGE>
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SEAHAWK CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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 March 31, 1995 and 1994 and for
the three 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 no 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 three month period ended March 31, 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 12,281,302 shares
in 1995 and 13,137,082 shares in 1994, based upon the weighted
average number of common and common equivalent shares outstanding
during the periods.
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 ended March 31, 1994 are as follows:
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<TABLE>
<S> <C>
Revenues, principally commissions and fees ... $ 27,110
Expenses, principally general and
administrative ......................... 24,041
------
Income ........................................ $ 3,069
======
</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
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<S> <C> <C>
Revenues $ 194 $ 391,644
Expenses 11,002 430,654
Loss from continuing
operations (10,809) (39,010)
Total assets 62,078 971,471
</TABLE>
3. SUBSEQUENT EVENTS
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
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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
As indicated in Note 3 to the consolidated financial
statements in Item 1 of this Report, the Company has new
management. The following management's discussion is based on
the new managements understanding of the financial condition and
the results of operations for the periods presented.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, the Company has a stockholders' equity of
$34,413. 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 of 1994, 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 1 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. 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.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 VS. 1994
The Company generated consolidated revenues of $194 in the
1995 period compared to revenues of $391,683 during the same
period of 1994. This decrease of $391,489 is due primarily to
the revenues generated by Scotcoast included in the first quarter
of 1994. Scotcoast had no operations in the first quarter of
1995. Also there were no commission and fees generated by SRCF
in the first quarter of 1995.
Total expenses for the 1995 period of $22,369 were $454,660
less than the same period in 1994. This decrease is primarily
due to the cessation of the Scotcoast operations. (See Note 2 to
the financial statements in Item 1 of this Report.)
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Description
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27 Article 5 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
March 31, 1995.
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
<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> Mar-31-1995
<PERIOD-TYPE> 3-MOS
<CASH> 8,864
<SECURITIES> 0
<RECEIVABLES> 4,997
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 70,758
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 70,758
<CURRENT-LIABILITIES> 36,345
<BONDS> 0
0
0
<COMMON> 12,701,325
<OTHER-SE> (12,666,912)
<TOTAL-LIABILITY-AND-EQUITY> 70,758
<SALES> 0
<TOTAL-REVENUES> 194
<CGS> 0
<TOTAL-COSTS> 22,369
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,175)
<INCOME-TAX> 0
<INCOME-CONTINUING> (22,175)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,175)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
