UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Amendment #1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30 1997
Commission file Number 0-25254
HARBOUR INTERMODAL, LTD.
(Exact name of registrant as specified in its charter)
Delaware 22-2061363
(state or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
1177 McCarter Highway, Newark, New Jersey 07104
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (973)481-6474
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________
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date:
8,504,513 Common Shares $.01 par value as of June 30, 1997.
<PAGE>
HARBOUR INTERMODAL, LTD.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheet at June 30, 1997 (unaudited) 3
Statement of Operations for the Six Months Ended
June 30, 1997 and 1996 (unaudited) and the period
from March 31, 1993 (inception of Development Stage)
to June 30, 1997 (unaudited). 4
Statement of Cash Flows for the Three Months Ended
June 30, 1997 and 1996 (unaudited) and the period
from March 1, 1993 (inception of Development Stage)
to June 30, 1997 (unaudited) 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis or Plan of Operations 7
PART II. Other Information, As Applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit 10
b. Reports on Form 8-K 10
Signature Page 11
<PAGE>
<TABLE>
Harbour Intermodal, Ltd.
(A Development Stage Company)
<CAPTION>
BALANCE SHEET
JUNE 30, 1997
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 4,638
Total current assets 4,638
$ 4,638
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accounts Payable $ 23,266
Due to affiliate 75,487
Total current liabilities $ 98,753
Stockholders' Equity: (Deficiency in Assets)
Common stock
$.01 par value, 20,000,000
authorized, 8,504,513 issued and
outstanding 85,045
Capital in excess of par value $ 3,955
Accumulated deficit to
December 31, 1982 (Note A) (62,000)
Deficit accumulated
during development stage (171,115)
Total accumulated deficit (233,115)
Total stockholders' equity (94,115)
(deficiency)
$ 4,638
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
<PAGE>
<TABLE>
Harbour Intermodal, Ltd.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<CAPTION>
Period from
March 1, 1993
For the Three Months Ended Six Months Ended (inception of
June 30, June 30, development stage)
1997 1996 1997 1996 to June 30, 1997
<S> <C> <C> <C> <C> <C>
Income $ -0- $ -0- $ -0- $ -0- $ -0-
Operating Expenses:
General and administrative 6,708 3,194 11,346 5,440 98,142
Professional fees 600 7,408 4,800 10,708 54,973
Rent 1,000 1,000 2,000 2,000 18,000
8,300 11,602 18,146 18,148 171,115
Net loss during development stage $(8,308) $(11,602) $ (18,146) $ (18,148) $ (171,115)
Net loss per share $ (.00097) $(.00136) $ (.00213) $ (.00213)
Weighted average common
shares outstanding 8,504,513 8,504,513 8,504,513 8,504,513
</TABLE>
<PAGE>
Accompanying Notes to Financial Statement
<TABLE>
Harbour Intermodal, Ltd.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<CAPTION>
<S> <C> <C> <C>
Period from
March 1,1993
(inception
of
For the Six Months Ended development
June 30, June 30, stage)
1997 1996 to June 30, 1997
Cash flows from operating
activities:
Net loss during development
stage $ (18,146) $ (18,148) $ (171,115)
Non-cash items included in
net loss:
Increase in A/P 3,791 1,221 23,266
Cash used in
operating activities (14,355) (16,927) (147,849)
Cash flows from financing
activities:
Advances from related party 16,402 19,340 150,487
Repayments to related party - - (75,000)
Issuance of capital stock
for indebtedness to related
party - - 75,000
Proceeds from issuance of
common stock -0- -0- 2,000
Cash provided by financing
activities 16,402 19,340 152,487
Increase (decrease) in cash 2,047 2,413 4,638
Cash, beginning of period 2,591 391 -0-
Cash, end of period $ 4,638 $ 2,804 $ 4,638
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
Cash paid for interest $ -0- $ -0- $ -0-
Cash paid for income taxes $ -0- $ -0- $ -0-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
In 1995 the Company issued 7,500,000 shares of common stock in exchange for
advances from a related party for rent and other services.
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
Harbour Intermodal, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED June 30, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted principles for interim financial information
as set forth in Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
In 1993, the Company began its development stage activities. From 1982
through 1992, the Company was dormant and no transactions were recorded on the
books. Prior to 1982, the Company operated as Controlled Energy Systems, Inc.
When operations were terminated, the net assets were written off resulting in a
charge to the accumulated deficit. The accumulated deficit, prior to the new
development stage activities, has been reported as a separate item in the
Stockholders' Equity section of the Balance Sheet.
In the opinion of management, all adjustments necessary for a fair
presentation of interim period results have been included. However, these
results are not necessarily indicative of results for a full year.
NOTE B - EARNINGS PER SHARE
Earnings per share have been computed on the basis of the average number
of common shares outstanding. Average number of shares outstanding and per
share amounts have been restated to reflect a one for ten reverse stock split
authorized on March 5, 1996.
NOTE C - COMMITMENT AND CONTINGENCIES
The Company is not a party to any contractual agreements.
The Company is not engaged in any pending legal proceedings nor is it
aware of any threatened litigation.
<PAGE>
Plan of Operation
Overview
The statements contained in this 10-QSB for the quarterly period ended March 31,
1997 that are not historical facts are forward-looking statements. The Company
cautions readers of this document that a number of important factors could
cause the Company's actual results for 1997 and beyond to differ materially from
those expressed in any such forward-looking statements. These important factors
and other factors which could affect the Company's results are more fully
discussed in the Company's 10 SKB for the fiscal year ended December 31, 1996
and dated March 27, 1997, and elsewhere in the Company's filings with the
Securities and Exchange Commission. Readers of this document are referred to
such filings.
Discussion of how long the Company can satisfy cash requirements and whether it
will have to raise additional funds.
To date, the Company has recognized no revenues, and there can be no
assurance at this time that revenues from sales of Company services or products
will be established to determine a trend of product or service sales. The
Company has incurred losses and has negative cash flows and expects additional
losses for the next fiscal year. The Company has minimal cash on hand to
satisfy its cash requirements and will have to raise additional funds for the
next fiscal period of 1997. At June 30, 1997 the Company had an accumulated
deficit of $233,115. The Company plan of operation for the next twelve months
is to continue to finance its operations with a combination of cash loans from
Ka-Bar Medical, Inc., (Ka-Bar), potential equity placements, and in the long
term, revenues from service and product sales. The Company's ability to
continue as a going concern is dependent upon its successfully raising equity
capital and, ultimately, upon achieving profitable operations.
As of June 30, 1997, the Company had unrestricted cash on hand of $4,638.
The Company has no credit facility with any lending institution. The Company
has, from time to borrowed money from Ka-Bar but has no formal financial
arrangement, agreement or understanding with Ka-Bar or any related party to do
so in the future.
The Company's cash requirements are met through cash advances from Ka-Bar
Medical, Inc. ("Ka-Bar"). Ka-Bar is controlled by Michael T. Gasparik, who is
the majority shareholder, Chairman and a Director of the Company.
<PAGE>
Ka-Bar's advances to the Company are sufficient to cover the Company's cash
requirements for its present limited level of operations. At present, there is
less than one month's cash requirements in the Company's accounts. At such time
as negotiations succeed, and only if such negotiations succeed, the Company will
need to raise additional funds by sales or exchanges of currently authorized
common stock, corporate borrowings and, as applicable, subsidies from public
agencies involved in developing intermodal transportation facilities. There are
also several governmental programs which can provide loans, grant or guarantees
of Harbour Intermodal's borrowings for capital to help develop intermodal
facilities and for financing the Intermodal Ferry
available. There can be no assurance that such financing will be available, and
if available, on terms acceptable to the Company, and if the Company fails to
obtain additional financing, the Company will be materially and adversely
affected.
Summary of product Research and Development that the Company will perform for
the term of the plan.
Continuing research is planned to quantify the impact of shifts to
intermodal equipment for handling rail and rubber-tired freight shipments and to
develop requirements for improved handling. Because the first vessels are
expected to be used in US Coastal waters and financed using MARAD guarantees,
Harbour has opted to use a US based naval architect and has solicited
qualifications from seven US marine architectural firms experienced in the
design and management of construction of an intemodal ferry which will meet
Harbour's needs, qualify under the design and safety requirements of the Coast
Guard and the Shipping Bureaus and be eligible for Maritime Administration
financing guarantees. One of these firms may be selected as Harbour's marine
architect.
In addition, Harbour Intermodal is discussing a licensing agreement for
the propulsion system for this class of vessel. It is planned that Harbour
Intermodal would be responsible for contracting for the constructions of vessels
as well. Other Research includes identification of existing and potential
locations for interchanges of intermodal traffic with railroads, over-the-road
truckers and local delivery draymen.
Development activities currently underway include discussions and
negotiations with other transportation companies, major shippers and public
agencies directly involved with intermodal transportation in the New York
Harbour area.
<PAGE>
Expected purchase or sale of plant and significant equipment.
If, and only if, the Company's negotiations described above succeed, then
the Company plans to acquire plant and equipment. In addition to the
discussions for completion of design and construction of the first self
propelled intermodal ferry, specifications are being developed for the plant and
equipment needed and discussions are underway to secure property rights by
purchase or lease at both existing and new locations for the intermodal system
in the greater New York harbor area. These discussions include design and start
of construction of new car-float docking facilities and landside support yards
for railroad and rubber-tired equipment. The potential acquisition cost of the
ship ranges from $8 million to $15 million and the cost of the onshore
improvements could exceed $5 million.
Expected significant changes in the number of employees
Harbour Intermodal currently employs five persons part time, all of whom
are officers of the company, and plans to hire an additional seven persons, one
as a Chief Financial Officer, one as a director of New York Harbour operations,
one as marketing/sales manager, and four clerical personnel by December 1997,
provided that additional financing is obtained by that time. In the absence of
such financing no additional
personnel will be added.
Harbour does utilize consultants and has had detailed discussions with
other entities involved in intermodal transportation, some of which have a cadre
of management, technical or operating employees. Harbour Intermodal plans to
utilize these potential resources, if they should become available.
Harbour Intermodal also has identified and maintains a roster of personnel
experienced in management, operations, sales and finance who would be available
on short notice for salaried positions or consulting assignments to assist in
expanding the intermodal ferry operations or in selling the intermodal ferries
and materials handling equipment.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits
None
Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended March 31, 1997
<PAGE>
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, thereunto duly authorized.
(Registrant)
08/11/97 Michael T. Gasparik
Harbour Intermodal, LTD.
Director
Chairman-Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
