<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1998
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 as of March 31, 1998.
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HARBOUR INTERMODAL, LTD.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheet at March 31, 1998(unaudited) 4
Statement of Operations for the Three Months Ended
March 31, 1998 and 1997 (unaudited) and the period
from March 1, 1993 (inception ofDevelopment Stage)
To March 31, 1998 (unaudited) 5
Statement of Cash Flows for the Three Months Ended
March 31, 1998 and 1997 (unaudited) and the period
from March 1, 1993 (inception of Development Stage)
to March 31, 1998 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis or Plan of
Operations 8
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
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HARBOUR INTERMODAL, LTD.
(A Development Stage Company)
<CAPTION>
BALANCE SHEET
MARCH 31, 1998
<S> <C>
ASSETS
Current Assets:
Cash $ 475
Total current assets $ 475
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable $ 21,885
Due to affiliate 97,189
Total current liabilities $ 119,074
Stockholders' Equity: (Deficiency in Assets)
Common stock
$.01 par value, 20,000,000 shares
authorized, 8,504,513 issued and
outstanding 85,045
Capital in excess of par value 53,955
Accumulated deficit to
December 31, 1982 (Note A) (62,000)
Deficit accumulated
during development stage (195,599)
Total accumulated deficit (257,599)
Total stockholders' equity
(deficiency) (118,599)
$ 475
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
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<TABLE>
HARBOUR INTERMODAL, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<CAPTIONS>
Period from
March 1, 1993
For the Three Months Ended (inception of
March 31, development stage)
1998 1997 to March 31, 1998
<S> <C> <C> <C>
Income $ -0- $ -0- $ -0-
Operating expenses:
General and
administrative 5,724 4,638 115,723
Professional fees 1,043 4,200 58,876
Rent 1,000 1,000 21,000
Net loss during
development stage $ 7,767 $ 9,838 $ 195,599
Net loss per share $ (.001) $ (.001)
Weighted average common
shares outstanding 8,504,513 8,504,513
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
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<TABLE>
HARBOUR INTERMODAL, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<CAPTION>
Period from
March 1, 1993
For the Three Months Ended (inception of
March 31, development stage)
1998 1997 to March 31, 1998
<S> <C> <C> <C>
Cash flows from operating
activities: -0- -0- -0-
Net loss during development
stage $ (7,767) $ (9,838) $ (195,599)
Non-cash items included in
net loss:
Increase in accounts payable 810 3,791 21,885
Cash used in operating
activities (6,957) (6,047) 173,714
Cash flows from financing
activities:
Advances from related party 2,916 7,351 172,189
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 2,916 7,351 174,189
Increase (decrease) in cash (4,041 1,304 475
Cash, beginning of period 4,516 2,591 -0-
Cash, end of period $ 475 $ 3,895 $ 475
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
Cash paid for interest $ -0- $ -0- $ -0-
Cash paid for income taxes $ -0- $ -0- $ -0-
<FN>
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
</FN>
</TABLE>
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HARBOUR INTERMODAL, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998
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 - EARNING 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 or threatened legal
proceedings nor is it aware of any threatened litigation.
<PAGE>
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
Overview
The statements contained in this 10-QSB for the quarterly period ended
March 31, 1998 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 1998 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-KSB for the fiscal year
ended December 31, 1997 and dated March 19, 1998, 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 it will have to raise additional
funds for the next fiscal period of 1998. At March 31, 1998 the company had
an accumulated deficit of $257,599. 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 March 31,1998, the Company had unrestricted cash on hand of $475.
The Company has no credit facility with any lending institution. The
Company has,from time to time, 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.
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 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, grants or guarantees of Harbour Intermodal's borrowings for capital
to help develop intermodal facilities and for financing the Intermodal Ferry
and other capital equipment. 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.
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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 operate in US Coastal waters and be financed using Maritime
Administration (MARAD) guarantees, Harbour has opted to use a U.S. based naval
architect. Harbour has solicited Bureau Vertitas North America, Inc to assist
in securing a vessel 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 MARAD financing guarantees Bureau Vertitas, headquartered in
France, is an international organization specializing in the certification
of marine equipment & has extensive experience in the design, management &
construction of marine equipment.
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 construction of the
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, shippers and public agencies
directly involved with intermodal transportation in the New York Harbor area.
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 agreement
for completion of design and construction of the first self-propelled Intermodal
Ferry, specifications are being developed for the home port facility and
equipment. Discussions are presently 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. This includes design and start of
construction of new ferry docking facilities and landside support yards for
railroad and rubber-tired equipment. The acquisition cost of the ship ranges
from $8 million to $15 million and the cost of the onshore improvements
could exceed $10 million.
Expected significant changes in the number of employees
Harbour Intermodal currently employs four persons part time, all of
whom are officers and/or directors of the company. Harbour 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 1998, 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 resources.
<PAGE>
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.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1997.
SIGNATURES:
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
(Registrant)
Date: May 14, 1998 Michael T. Gasparik
Harbour Intermodal, LTD.
Director
Chairman-Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 475
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 475
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 475
<CURRENT-LIABILITIES> 119,074
<BONDS> 0
0
0
<COMMON> 85,045
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 204,119
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,767
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,767)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
