U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to ______________
Commission file number: 1-14219
SeaCrest Industries Corporation
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(Exact name of small business issuer as specified in its charter)
Delaware 13-1976670
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2720 Stemmons Freeway, South Tower, Suite 600, Dallas, TX 75207
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(Address of principal executive offices) (Zip Code)
(214) 637-2972
(Registrant's telephone number)
2510 N. Grand Avenue, Suite 104, Santa Ana, CA 92701
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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 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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of August 15, 2002: 12,484,689
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Seacrest Industries Corporation
(A Delaware Corporation)
Compiled Financial Statements
and
Accountant's Report
December 31, 1997
Seacrest Industries Corporation
CONTENTS Page
Report of Independent Certified
Public Accountant 3
Balance Sheet as of December 31, 1997
and September 30, 1997 4
Statement of Operations
Quarter ended December 31, 1997 and
and December 31, 1996 5
Statement of Cash Flows
Quarter ended December 31, 1997 and
December 31, 1996 6
Notes to Financial Statements 7
John P. Semmens CPA, A Professional Corporation
30448 Rancho Viejo Rd, Suite 130, San Juan Capistrano, Ca. 92675
(TEL) 949-496-8800 (FAX) 949-443-0642
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Board of Directors and Shareholders
Seacrest Industries Corporation ( A Delaware Corporation )
I have compiled the accompanying balance sheet of Seacrest Industries
Corporation (A Delaware Corporation) as of December 31, 1997 and the
related statements of operations, and cash flows for the quarter then
ended, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We
have not audited or reviewed the accompanying financial statements and,
accordingly, do not express an opinion or any other form of assurance
on them.
/s/ John P. Semmens CPA
John P. Semmens CPA
A Professional Corporation
San Juan Capistrano, California
September 17, 2002
3
Seacrest Industries Corporation
(A Delaware Corporation)
BALANCE SHEET
December 31, 1997 and September 30, 1997
December 31, September 30,
ASSETS 1997 1997
- ------ ------------------ -----------------
(Restated)
Current Assets
Cash in bank $ 0 $ 0
---------------- ---------------
Total current assets 0 0
Other Assets
Organization costs 0 0
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Total Assets $ 0 $ 0
================= ===============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accrued legal $ 0 $ 0
---------------- ---------------
Total current liabilities 0 0
Stockholders' Equity
Common Stock - $.01 par value,
12,500,000 shares authorized,
12,484,689 issued and outstanding 124,847 124,847
Retained earnings (124,847) (124,847)
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Total stockholders' equity 0 0
---------------- ---------------
Total Liabilities & Stockholders' Equity $ 0 $ 0
================ ===============
4
Seacrest Industries Corporation
(A Delaware Corporation)
STATEMENT OF OPERATIONS
Quarter ended December 31, 1997 and December 31, 1996
December 31, December 31,
1997 1996
------------------ -----------------
Revenues $ 0 $ 0
Expenses 0 0
---------------- ---------------
Net Income $ 0 $ 0
================ ===============
Net income per weighted-average share of
common stock outstanding $ 0 $ 0
================ ===============
Weighted- average number of shares of
common stock outstanding 12,484,689 12,484,689
================ ===============
5
Seacrest Industries Corporation
(A Delaware Corporation)
STATEMENT OF CASH FLOWS
Quarter ended December 31, 1997 and December 31, 1996
December 31, December 31,
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income ( loss ) for the period $ 0 $ 0
Adjustments to reconcile net earnings to
cash provided from operating activities 0 0
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Net Cash provided by operating activities 0 0
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CASH FLOWS USED IN INVESTING ACTIVITIES
0 0
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Net Cash used by investing activities 0 0
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CASH FLOWS FROM FINANCING ACTIVITIES
0 0
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Net Cash used by Financing activities 0 0
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Cash at beginning of period 0 0
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Cash at end of period $ 0 $ 0
=============== ===============
6
Seacrest Industries Corporation
(A Delaware Corporation)
NOTES TO FINANCIAL STATEMENTS
ORGANIZATION AND DESCRIPTION OF BUSINESS
SeaCrest Industries Corporation, (A Delaware Corporation) was Incorporated under
the laws of the state of Delaware. The Company was originally created on
November 16, 1959 to manufacture, produce, own, use, repair, service, maintain,
mortgage, pledge or otherwise dispose of, and generally to trade and deal in and
with, as principal, agent or otherwise, swimming pools and any and all
machinery, tools, equipment, appliances, devices, supplies and materials used or
useful in connection with or incidental thereto. The Company was also originally
formed to deal in frozen foods, real estate, meat and grocery stores, super
markets, and goods, wares and merchandise and personal property of every class
and description. The Company has not transacted business since February 1984.
The preparation of financial statements, in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
The company considers all cash on hand and in banks, including accounts in book
overdraft positions, certificates of deposit and other highly-liquid investments
with maturities of three months or less, when purchased, to be cash and cash
equivalents.
2. Income per share
Income per share is computed by dividing the net income by the weighted-average
number of shares of common stock and common stock equivalents, if any,
outstanding during the year/period.
3. Restatement
The company restated its balance sheet as of September 30, 1997, to reflect
corrections to certain accounts as previously reported as follows:
Previously
Reported Restated
Organization costs $ 17,432 $ 0
Note payable $ 17,432 $ 0
Common Stock-par value $ 0 $ 124,847
Retained Earnings $ 0 $ (124,847)
Common Stock issued
and outstanding 12,484,798 12,484,689
7
Item 2. Management's Discussion and Analysis or Plan of Operation.
The registrant has not transacted business since February 1984, and
since that time, the registrant has sought to acquire operating assets through
the issuance of common stock. SeaCrest lacks assets, has no liabilities and as
of September 1, 2002 had 12,484,689 shares of common stock, par value $0.01 per
share issued and outstanding, a capital structure that has existed since at
least 1996.
SeaCrest's last operations ended in 1984. In 1997 SeaCrest attempted to
reorganize as a Nevada corporation and acquire assets through a merger. In
mid-1998 that reorganization and attempted merger were abandoned. SeaCrest did
not incur expenses in connection with the 1997 and 1998 activities. Any expenses
incurred since 1997, essentially the cost of keeping SeaCrest as an active
Delaware corporation, have been assumed by C. M. Ball without reimbursement or
expense from SeaCrest, reimbursement that C. M. Ball will not seek from
SeaCrest.
The accounting treatment for the acquisition of Availent by SeaCrest
will be treated as a reverse merger, that is, as though Availent acquired
SeaCrest.
Management anticipates that the merger of SeaCrest and Availent will be
completed October 2002. Following completion of the merger, the management plans
to complete an equity placement of its common stock to raise up to $8,000,000.
The purpose of this equity offering is three fold: to fund opening of offices of
Availent on a national level, to develop corporate operational infrastructure
for mortgage loan originator support and to provide capital reserves to
establish lines of credit to fund the closing of mortgage loans.
PART II - OTHER INFORMATION
None
8
Certification Required by 18 U.S.C. Section 1350
Section 906 of the Sarbanes - Oxley Act of 2002
In connection with the filing by SeaCrest Industries Corporation (the
"Company") of the Quarterly Report on Form 10-QSB for the three month period
ended December 31, 1997 (the "Report"), each of the undersigned hereby
certifies, to the best of his knowledge:
1. The Report fully complies with the requirements of Section 13(a) and
15(d) of the Securities Exchange Act of 1934, and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
SeaCrest Industries Corporation
/s/ Patrick McGeeney
Patrick McGeeney
President
/s/ Woody Conradt
Woody Conradt
Chief Financial Officer
Date: September 26, 2002
SIGNATURES
Pursuant to the requirements of the Securities exchange Act of 1934;
registrant has duly caused this report to be signed on its behalf by the
undersigned.
SeaCrest Industries Corporation
Dated: September 26, 2002 /s/ Patrick McGeeney
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Patrick McGeeney, President
/s/ Woody Conradt
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Woody Conradt, Principal Financial Officer