U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to ______________
Commission file number: 0-02252
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 of incorporation (IRS Employer Identification No.)
or organization)
2720 Stemmons Freeway, South Tower, Suite 600, Dallas, TX 75207
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(Address of principal executive offices) (Zip Code)
(214) 637-2974
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(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
Seacrest Industries Corporation
CONTENTS Page
Balance Sheet as of June 30, 1998
and September 30, 1997 3
Statement of Operations
Quarter ended June 30, 1998 and"
and June 30, 1997 4
Statement of Cash Flows
Quarter ended June 30, 1998 and
June 30, 1997 5
Notes to Financial Statements 6
Seacrest Industries Corporation
(A Delaware Corporation )
BALANCE SHEET
June 30, 1998 and September 30, 1997
(Unaudited)
June 30, September 30,
ASSETS 1998 1997
- ------ ------------------ -----------------
(Restated)
Current Assets
Cash in bank $ 0 $ 0
----------------- ---------------
Total current assets 0 0
Other Assets
Organization costs 0 0
---------------- ---------------
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)
---------------- ---------------
Total stockholders' equity 0 0
---------------- ---------------
Total Liabilities & Stockholders' Equity $ 0 $ 0
================= ===============
3
Seacrest Industries Corporation
( A Delaware Corporation )
STATEMENT OF OPERATIONS
Quarter ended June 30, 1998 and June 30, 1997
(Unaudited)
For the Three For the Nine
Months Ended Months Ended
June 30, June 30,
--------------------------------- ---------------------------------
1998 1997 1998 1997
--------------- --------------- -------------- ----------------
Revenues $ 0 $ 0 $ 0 $ 0
Expenses 0 0 0 0
------------ --------------- ------------ ----------------
Net Income $ 0 $ 0 $ 0 $ 0
============ ============ ============ =============
Net income per weighted-
average share of common
stock outstanding $ 0 $ 0 $ 0 $ 0
============ ============ ============ =============
Weighted- average number of
shares of common
stock outstanding 12,484,689 12,484,689 12,484,689 12,484,689
============ ============ ============ =============
4
Seacrest Industries Corporation
(A Delaware Corporation)
STATEMENT OF CASH FLOWS
Quarter ended June 30, 1998 and June 30, 1997
(Unaudited)
June 30, June 30,
1998 1997
----------------- -----------------
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
--------------- ---------------
Net Cash provided by operating activities 0 0
--------------- ---------------
CASH FLOWS USED IN INVESTING ACTIVITIES
0 0
--------------- ---------------
Net Cash used by investing activities 0 0
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
0 0
--------------- ---------------
Net Cash used by Financing activities 0 0
--------------- ---------------
Cash at beginning of period 0 0
--------------- ---------------
Cash at end of period $ 0 $ 0
================ ================
5
Seacrest Industries Corporation
(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
6
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
7
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: November 12, 2002 /s/ Patrick McGeeney
-----------------------------------
Patrick McGeeney, President
/s/ Woody Conradt
-----------------------------------
Woody Conradt, Principal Financial Officer
CERTIFICATIONS
I, Patrick A. McGeeney, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of SeaCrest
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date November 12, 2002
/s/ Patrick McGeeney
President
CERTIFICATIONS
I, Woody Conradt, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of SeaCrest
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Woody Conradt
Chief Financial Officer