U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 333-56848
SEAWRIGHT HOLDINGS INCORPORATED
Formerly PRE-SETTLEMENT FUNDING CORPORATION
(Exact name of Company as specified in its charter)
Delaware 54-1965220
(State or jurisdiction of incorporation (I.R.S. Employer or
organization) Identification No.)
600 Cameron Street, Alexandria Virginia 22314
(Address of principal executive offices) (Zip Code)
Company's telephone number: (703) 340-1629
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
Shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB [ ].
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. The trading price on the
company's stock on the OTC Bulletin Board on March, 15, 2004 was $.37
cents bid price and $.50 cents ask price. Based on this $.50 cent
value, the aggregate market value of the Common Stock of the issuer
held by non-affiliates was approximately $184,000, calculated on the
basis of 5,368,000 shares of common stock issued and outstanding, with 368,000
shares of common stock held by non-affiliates.
The total number of issued and outstanding shares of the issuer's
common stock, par value $0.001, as of March 15, 2004, was 5,368,000.
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business....................
ITEM 2. Description of Property...................
ITEM 3. Legal Proceedings.....................
ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
ITEM 5. Market for Common Equity and Other Shareholder Matters
ITEM 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations................
ITEM 7. Financial Statements....................
ITEM 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure..............
ITEM 8A. CONTROLS AND PROCEDURES
PART III
ITEM 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section
16(a) of the Exchange Act...................
ITEM 10. Executive Compensation..................
ITEM 11. Security Ownership of Certain Beneficial
Owners and Management....................
ITEM 12. Certain Relationships and Related Transactions.........
ITEM 13. Exhibits and Reports on Form 8-K...............
Item 14. Principal Accounting Fees and Services.
Signatures.................................
PART I.
RISK FACTORS AND CAUTIONARY STATEMENTS
Forward-looking statements in this report are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. The Company wishes to advise readers that actual results
may differ substantially from such forward-looking statements.
Forward-looking statements include statements concerning underlying
assumptions and other statements that are other than statements of
historical facts. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by the statements, including, but not
limited to, the following: the ability of the Company to provide for
its obligations, to provide working capital needs from operating
revenues, to obtain additional financing needed for any future
acquisitions, to meet competitive challenges and technological
changes, and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.
ITEM 1. BUSINESS.
Introduction
SEAWRIGHT HOLDINGS, Inc. formerly Pre-Settlement Funding Corporation
("Company") was formed on October 14, 1999 under the laws of the
state of Delaware. The name change from Pre-Settlement Funding
Corporation took place September 26th, 2003. The Company is a
development stage enterprise, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7").
Overview
Business and Basis of Presentation
The company's initial business plan was seeking to provide financing
to plaintiffs who are involved in personal injury claims. From its
inception through the date of these financial statements the Company
has recognized limited revenues and has incurred significant
operating expenses. During the year under review the personal injury
business was discontinued and the company began pursuing alternative
business opportunities. Consequently, its operations are subject to
all risks inherent in the establishment of a new business enterprise.
For the period from inception through December 31, 2003, the Company
has accumulated losses of $566,688.
In October 2003, the Company acquired property enabling it to enter a
business involving spring water bottling and sale. The property
acquired is located in Mt. Sidney in the Shenandoah Valley area of
Virginia. The spring has a flow in excess of 1 million gallons of
water daily.
The main focus of the company's current operations is the
establishment of a business selling spring water from the company's
property. The company may pursue other business opportunities as it
sees appropriate.
Business Strategy
The Company's business plan is to sell its spring water to other
bottlers and it may enter into co-packing arrangements whereby other
bottlers will bottle Seawright Springs water under its name or under
private labeling agreements with other retailers or distributors.
Private label bottled water is Seawright Springs water bottled under
another company's brand name.
Selling to the private labeled bottled water market will allow the
company to sell our water without the expense of an advertising
budget that is required to establish brand recognition and market identity.
In its initial operations, the Company will focus on bulk water
sales. Bulk water sales are achieved by the arrival of a tanker at
the Company spring site. The buyer loads the water at the spring site
and takes it to the bottling and packaging facility used by the
private label bottler. The company is in the process installing a
state of the art bulk water loading facility.
The company currently does not have its own bottling and packaging
facilities. Should the company sell water under the Seawright label
it will do so by using outside bottling and packaging facilities.
Currently there are no plans to build bottling and packaging facilities.
Bottled Water Market Overview
According to the Beverage World Beverage Databank for 2002, the
multiple beverage market accounted for retail revenue of $205.10
billion in 2001, an increase from $199.67 billion from 2000, an
increase of 2.7%.
Soft Drinks account for nearly 50% of annual beverage gallonage, with
15.41 billion gallons purchased in 2001, with a retail sales value of
$55.94 billion. However, bottled water, which falls into the category
of "alternative beverages", has grown significantly in recent years,
and in particular a demand for products that contain spring water.
In 2002, United States bottled water wholesale dollar sales rose
12.3% over 2001 sales to $7.7 billion for 5.95 billion gallonage. In
2001, bottled water accounted for $6.9 billion dollars for 5.4
billion gallonage. Sales of bottled water had doubled from 1.56
billion gallons in 1987 to 3.12 billion gallons in 1996 ($4.3 billion
in sales).
Gallonage Total Total $
Billions billions
(wholesale)
2002 - 5.95 7.72
2001 - 5.37 6.8
2000 - 4.9 5.8
Source - Beverage Marketing Corporation
According to the Beverage Marketing Corporation, in 2002 54.2 of the
Bottled Water market is sold by the Top 10 Brands in the United
States, leaving 45.8% of the market available to other brands,
smaller companies, and private label brands.
The bottled water market comprises three major segments: still or
non-sparkling, sparkling, and imported water (Participates in both
the non-sparkling and sparkling segments). Seawright Springs water
could be used in both sparkling and non-sparkling applications.
- Non-sparkling or still water contains no carbonation and is
consumed as an "alternative to tap water."
- Sparkling water contains either natural or artificial
carbonation and is positioned to compete in the broad "refreshment
beverage" field.
- Imported water, which includes both sparkling and non-sparkling
water produced and bottled outside the U.S., is targeted to "image-
conscious consumers."
The bottled still water business, which will be the most significant
for Seawright Holdings, Inc., has been consistently growing at nearly
30% per annum since 1996 through 2000. Still water now comprises over
92% of all of the bottled water gallonage sold in the United States,
with sparkling water accounting for the remaining 8%.
Geographic Markets and Distribution Channels
Nationally, bottled water accounts for 12.2% of all beverages
consumed in the United States.
Water is sold through various channels, including:
1. Home Delivery (1 to 5 gallon bottles)
2. Commercial and Office Delivery (1 to 5 gallon bottles)
3. Off Premise Retail (supermarkets, convenience store, and drug store)
4. On-Premise Retail (restaurants)
5. Vending Machines
6. Institutional Usage (hospitals, schools)
7. Bulk Sales (Domestic and International sales of potable water)
Bottled Water Classifications and Definitions
Seawright Springs water qualifies as a natural spring water. It is
also a mineral water containing 300 parts per million (ppm) total
dissolved solids (TDS).
Bottled Water - means water that is intended for human consumption
and that is sealed in bottles or other containers with no added
ingredients except that it may optionally contain safe and suitable
anti-microbial agents. Fluoride may be optionally added within the
limitations established in 21 CFR Section 165.110(b)(4)(ii). Firms
may manufacture non-standardized bottled water products with
ingredients such as minerals for flavor. The common or usual name of
the resultant product must reflect these additions. Bottled water
may be used as an ingredient in beverages (e.g., diluted juices,
flavored bottled waters). It does not include those food ingredients that are
declared in ingredient labeling as "water", "carbonated water," "disinfected
water," "filtered water," "seltzer water," "soda water," "sparkling water,"
and "tonic water."
Natural Water - means bottled spring, mineral, artesian, or well
water which is derived from an underground formation or water from
surface water that only requires minimal processing, is not derived
from a municipal system or public water supply, and is unmodified
except for limited treatment (e.g., filtration, ozonation or
equivalent disinfection process).
Spring Water means water derived from an underground formation from
which water flows naturally to the surface of the earth. Spring
water must comply with the FDA standard of identity in 21 CFR
165.110(a)(2)(vi). Spring water shall be collected only at the
spring or through a borehole tapping the underground formation
feeding the spring. There shall be a natural force causing the water
to flow to the surface through a natural orifice. The location of
the spring shall be identified and such identification shall be
maintained in the company's records. Spring water collected with the
use of an external force shall be from the same underground striation
as the spring, as shown by a measurable hydraulicconnection using a
hydro-geologically valid method between the bore hole and the
natural spring, and shall have all the physical properties, before
treatment, and be of the same composition and quality, as the water
that flows naturally to the surface of the earth. If spring water
is collected with the use of an external force, water must
continue to flow naturally to the surface of the earth through the
spring's natural orifice
Mineral Water - means water containing not less than 250 parts per
million (ppm) total dissolved solids (TDS), coming from a source
tapped at one or more boreholes or springs, originating from a
geologically and physically protected underground water source.
Mineral water shall be distinguished from other types of water by its
constant level and relative proportions of minerals and trace
elements at the point of emergence from the source, due account
being taken of the cycles of natural fluctuations. No minerals may be
added to this water.
Sparkling Bottled Water - means bottled water that, after treatment
and possible replacement of carbon dioxide, contains the same amount
of carbon dioxide that it had at the emergence from the source.
Manufacturers may add carbonation to previously non-carbonated
bottled water products and label such water appropriately (e.g.,
sparkling spring water).
Drinking Water - means water that is intended for human consumption
and that is sealed in bottles or other containers with no added
ingredients except that it may optionally contain safe and suitable
anti-microbial agents. Fluoride may be optionally added within the
limitations established in 21 CFR Section 165.110(b)(4)(ii). Firms
may manufacture non -standardized drinking water products with
ingredients such as minerals for flavor. The common or usual name of
the resultant product must reflect these additions. Drinking water
may be used as an ingredient in beverages (e.g., diluted juices,
flavored bottled waters). It does not include those food ingredients
that are declared in ingredient labeling a "water," "carbonated
water," "disinfected water," "filtered water," "seltzer water,"
"soda water," "sparkling water," and "tonic water."
Well Water or "Artesian" - means bottled water from a well tapping a
confined aquifer in which the water level stands at some height above
the top of the aquifer. Artesian water may be collected with the
assistance of external force to enhance the natural underground pressure.
Ground Water - means water from a subsurface saturated zone that is
under a pressure equal to or greater than atmospheric pressure.
Ground water must not be under the direct influence of surface water.
Purified Water means bottled water produced by distillation, de-
ionization, reverse osmosis, or other suitable process and that meets
the definition of purified water.
Well Water means water from a hole bored, drilled, or otherwise
constructed in the ground which taps the water of an aquifer.
Government Regulation of Bottled Water
Prior to 1996, bottled water was regulated in the same fashion as
municipal water. Municipal water is regulated not as a food by the
FDA, but as a commodity by the Environmental Protection Agency (EPA)
pursuant to the Safe Drinking Water Act which only provided for
certain mineral/chemical content requirements so as to ensure water
safety, not product definition.
In 1996, the United States enacted statutes and regulations to
regulate bottled water as a food. Accordingly, the Company's water
must meet FDA standards for manufacturing practices and chemical and
biological purity. Furthermore, these standards undergo a continuous
process of revision. The labels affixed to bottles and other
packaging of the water is subject to FDA restrictions on health and
nutritional claims for foods.
As of 1996, bottled water is fully regulated as a food by the FDA
under the Federal Food, Drug, and Cosmetic Act ("FFDCA") 21 U.S.C.
301. The FFDCA defines food as "articles used for food or drink for
man or other animals." This includes packaged (bottled) water sold
in containers at retail outlets as well as containers distributed to
the home and office market. This legislation was designed to ensure
that bottled water companies clearly and accurately define the type
of water that was being bottled and sold to the public. The FDA
adopted the basic mineral/chemical guidelines employed by the EPA,
while making some aspects more stringent.
In addition, all drinking water must meet EPA standards established
under the Safe Drinking Water Act ("SDWA") for mineral and chemical
concentration. The 1986 amendments to the SDWA mandated the
establishment of new drinking water quality and treatment
regulations. Most municipalities meet or exceed EPA drinking water
regulations, many of that reflect recent public awareness of the
issue of contaminated water-For example, EPA standards for lead in
drinking water did not exist prior to 1986, when 50 ppb (parts
per billion) was established. This standard was lowered to 15 ppb
in 1991, because after five years the government still found 130
million people exposed to unacceptable lead levels.
The United States government also enacted Safe Drinking Water
Reauthorization Act of 1996. This law requires all local water
utilities to issue annual reports to their consumers disclosing all
chemicals and bacteria in their water.
Bottled water is also subject to state and local regulation. Bottled
water must originate from an "approved source" in accordance with
standards prescribed by the state health department in each of the
states in which the Company's products will be sold. The source must
be inspected and the water sampled, analyzed and found to be of safe
and wholesome quality. There are annual "compliance monitoring tests"
of both the source and the bottled water. The health departments of
the individual states also govern water purity and safety, labeling
of bottled water products and manufacturing practices of producers.
Requisite disclosures and disclaimers are made on the labels of all
products produced. The company does not use ingredients of a
pharmaceutical nature, and does not make structure/function claims on
its products.
Competition
The beverage industry, and in particular, the bottled water industry,
is extremely competitive and seasonal. Depending upon the method of
entry, plan of action a particular Company chooses to employ it is
very costly for market penetration and expansion. Seawright's initial
focus on bulk sales of spring water is a relatively low cost plan of action
the leaders in the United Sates bottled water business, based on
total estimated sales (at wholesale), according to Beverage Marketing
Corporation are:
Share of Sales
2002 2001
Aquafina 10.8% 9.4%
Dasani 9.9% 8.2%
Poland Spring 8.0% 7.9%
Arrowhead 5.9% 5.8%
Sparkletts 4.2% 5.3%
Deer Park 4.0% 3.6%
Crystal Geyser 3.5% 3.4%
Ozarka 2.7% 2.7%
Zephyrhills 2.6% 2.7%
Evian 2.5% 3.1%
Subtotal 54.2% 52%
All Others 45.8% 48%
TOTAL 100.0% 100.0%
Marketing Objectives and Advertising Strategy
The Company's initial marketing strategy is targeted primarily to
build awareness of the Company's natural spring water to private
label bottlers.
The Company intends to compete by selective advertising and contact
with potential purchasers.
The Company will contract with commission only sales sources to
facilitate sales. To date the company has undertaken one such contract.
Employees
As of December 31, 2003, the Company had one employee, the Company
President, who will devote the amount of time necessary to properly
fulfill his duties. The Company anticipates that the number of
employees might increase in the future. Given the ability of the company to
contract out much of its required services, it is not anticipated based on the
current business plan that new employees will be hired in the next 12
months. No formal contract for the compensation of the current
employee exists as of March 15 2004, but a contract is likely to be
determined within the next twelve months.
ITEM 2. PROPERTIES.
Our principal executive offices are located at 600 Cameron Street,
Alexandria, Virginia. The Company uses these facilities on a pay as
needed basis . The service includes phone answering service and
mail collection. The Company believes that the current facilities are
suitable for its current needs.
In October 2003, the Company acquired land and spring , located in
Mt. Sidney in the Shenandoah Valley area of Virginia.
ITEM 3. LEGAL PROCEEDINGS.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were not any matters that were submitted during the fiscal year
2003 to a vote of the security holders with the exception of those
events provided in the Form 8-K filed by the Company on October 24,
2003 and the Schedule 14C filed on December 15, 2003.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
There was no public trading market for the issuer's securities in
2001, 2002. The Company's securities began trading upon the OTC
Bulletin Board maintained by members of the National Association of
Securities Dealers, Inc. ("NASD")under the symbol of SWRI as of
January 9, 2004. As of March 15, 2004, there were approximately 50
holders of record of the Company's common stock.
The ability of individual stockholders to trade their shares in a
particular state may be subject to various rules and regulations of
that state. A number of states require that an issuer's securities be
registered in their state or appropriately exempted from registration
before the securities are permitted to trade in that state.
Presently, the Company has no plans to register its securities in any
particular state. Further, most likely the Company's shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets
forth certain requirements for transactions in penny stocks and Rule
15g-9(d)(1) incorporates the definition of penny stock as that used
in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity security
is considered to be a penny stock unless that security is: registered
and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company;
excluded from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets (at least $2 million);
or exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will be
subject to additional sales practice requirements of broker-dealers
who sell penny stocks to persons other than established customers and
accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities
and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the
delivery, prior to the first transaction, of a risk disclosure
document relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and
the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account and
information on the limited market in penny stocks. Consequently,
these rules may restrict the ability of broker-dealers to trade
and/or maintain a market in the Company's Common Stock and may affect
the ability of stockholders to sell their shares.
Dividend Information
The Company has not declared or paid cash dividends on its Common
Stock or made distributions in the past, and the Company does not
anticipate that it will pay cash dividends or make cash distributions
in the foreseeable future. The Company currently intends to retain
and invest future earnings, if any, to finance its operations.
Transfer Agent
The transfer agent and registrar for our common stock is Oxford
Transfer & Registrar Agency, Inc., 1000 SW Broadway, Portland, Oregon 97205.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion contains forward-looking statements that are
subject to significant risks and uncertainties about us, our current
and planned products, our current and proposed marketing and sales,
and our projected results of operations. There are several important
factors that could cause actual results to differ materially from
historical results and percentages and results anticipated by the
forward-looking statements. We have sought to identify the most
significant risks to its business, but cannot predict whether or to
what extent any of such risks may be realized nor can there be any
assurance that we have identified all possible risks that might
arise. Investors should carefully consider all of such risks before
making an investment decision with respect to our stock. The
following discussion and analysis should be read in conjunction with
the financial statements of our Company and notes thereto. This
discussion should not be construed to imply that the results
discussed herein will necessarily continue into the future, or that
any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents
only the best present assessment from our Management.
Plan of Operation
Seawright Holdings is still in the development stage and has
generated no revenue from continuing operations. In 2003, we
purchased land and spring located in Mt. Sidney in the Shenandoah
Valley area of Virginia. The spring has a flow in excess of 1 million
gallons of water daily.
As part of our reorganization of our business and to better reflect
our current activities and plan of operations, the company name was
changed from Pre-Settlement Funding Corporation to Seawright
Holdings, Inc. Darryl Reed resigned as President and is no longer
involved in our business and Joel P. Sens, our principal shareholder,
assumed the office of President and Chief Executive Officer.
The further development of this business will include, but not be
limited to, developing marketing materials, renting additional office
space, and interviewing and hiring administrative, marketing and
maintenance personnel. We may experience fluctuations in operating
results in future periods due to a variety of factors including, but
not limited to, market acceptance of our product, our ability to
obtain additional financing in a timely manner and on terms favorable
to us, our ability to successfully integrate prospective asset
acquisitions to its existing business operation, delays or errors in
our ability to upgrade and develop our systems and infrastructure in
a timely and effective manner, technical difficulties, system downtime or
utility brownouts, our ability to attract customers at a steady rate and
maintain customer satisfaction, the amount and timing of operating
costs and capital expenditures relating to the expansion of our
business, operations and infrastructure and the implementation of
marketing programs, key agreements and strategic alliances, the
number of products offered by Seawright Holdings, and general
economic conditions specific to the beverage market and specifically
the spring water industry.
For the period from our inception through December 31, 2003, we have:
- Formed our company and established our initial structure
- Sought and pursued investment opportunity
- Reviewed and analyzed the potential market for Spring water
- Purchased the Seawright Springs property and procured the
necessary financing in the form of Preferred Shares to cover the
initial purchase costs
- Performed required testing of water quality at Spring site
- Began developing a new web site as part of our marketing strategy
- Entered into a commission agreement with one sales source
Years Ended December 31, 2003 and 2002
Revenues
We have generated no revenues from continuing operations from
inception. During the year ended December 31, 2003, the Company
generated $1,625 from the discontinued settlement business compared
to $9,226 in 2002, and $16,901 from inception. We anticipate sales
of spring water commencing by the 2nd quarter 2004.
Costs and Expenses
From our inception through December 31, 2003, we have incurred losses
of $566,688. These expenses were associated principally with stock
issuances to our founders, legal, consulting and accounting fees and
costs in connection with the development of our business plan, market
research, and the preparation of our registration statement.
The Company incurred operating expenses of $224,604 during the year
ended December 31, 2003 as compared to $366,826 of expenses in 2002.
2002 costs were higher due to the Company incurring higher legal,
consulting, and accounting fees and costs in connection with the
development of the Company's business plan, market research, and the
preparation of the Company's Registration Statement. During the year
ended December 31, 2003, the Company was legally released from its
obligations to a former employee and several creditors for unpaid
accrued salaries and liabilities of approximately $747,000. The
Company recognized $740,000 of other income in connection with
extinguishment of debt.
The 2003 expenses are composed principally of accrued salary for the
company's sole employee, accounting fees, interest on notes and
loans, consulting fees associated with acquisition of land and
spring, and legal fees associated with the administration of the
corporate entity. There are no significant costs associated with the
discontinued pre-settlement funding business.
Liquidity and Capital Resources
As of December 31, 2003, we had a working capital deficit of
$710,171. $415,000 of this represents the current portion of notes
payable related to our acquisition of the Spring property and notes
due to Joel P Sens, and Stafford Street Capital, an investment
company owned by Mr. Sens. $148,547 represents accounts payable and
accrued liabilities including accrued interest on the notes.
$121,936 relates to shareholder advances. As a result of our
operating losses from our inception through December 31, 2003, we
generated a cash flow deficit of $344,157 from operating activities.
We met our cash requirements during this period through issuance of
capital notes of $139,000 and notes payable of $115,000, issuance of
$275,000 of Series A Convertible Preferred Stock, and $121,937 cash
advances from shareholder, net of repayments.
We also issued a promissory note of 700,000 in connection with the
acquisition of land and spring in October 2003. The loan is secured
by the real property and guaranteed by the Company's President.
Acquisition of Land and Spring
In October 2003, we acquired land and spring located in Mt. Sidney,
Virginia for $1 million and a $50,000 assignment fee. Stafford Street
Capital LLC, a business entirely owned by our principal shareholder
Joel P. Sens, contracted to purchase the property in June, 2003 and
assigned all its interests in the contract in October, 2003 to
Seawright Springs LLC, an entity wholly owned by Seawright Holdings,
Inc. $300,000 was paid on settlement, with a further $700,000 subject
to a Promissory Note carrying a rate of 6% per annum. Under the terms
of the note, $100,000 plus interest will be due in April, 2004 and
$200,000 plus interest will be due in October, 2004. $162,500 plus
interest will be due in October, 2006 and the remaining principal of
$237,500 and interest will be due in October, 2008, the fifth
anniversary of the acquisition. A note was issued in respect of the
$50,000 assignor fee to Stafford Street Capital. A further Promissory
Note was issued in October, 2003 to Joel P Sens, for $65,000 with
interest accruing at a rate of 10% per annum and payable in October,
2004. Proceeds from the Joel Sens note and the Series A Convertible
Preferred Stock described below were used to meet the immediate
liability under the purchase agreement for acquisition of land and
spring in October 2003.
Series A Convertible Preferred Stock
During the year ended December 31, 2003, we issued an aggregate of
55,000 shares of Series A Convertible Preferred Stock in exchange for
$275,000 of proceeds, net of costs and fees. The shares are
convertible into common stock at the option of the holder at a ratio
of 10 Common Shares for each preferred share if converted before the
first anniversary of the original issue date and at a ratio of 5
Common Shares for each Preferred Share if conversion is made after
the first anniversary but before the second anniversary. The
preferred series may be redeemed for cash at the option of the
company, any time after the first anniversary of the original issue
date but before the second anniversary. The preferred shareholders
shall be entitled to cumulative dividends when, as and if declared by
the board at a per share rate of 10% per annum of the original issue
price. At the option of the preference shareholder, accrued and
unpaid cumulative dividends may be applied to the purchase of
additional shares of Common Stock upon conversion of the Preferred
Stock to Common Stock. In event of a liquidation of our company the
Preferred Stock ranks higher than the Common Stock in determining the
distribution of assets and surplus funds.
Future Funding Requirements and Going Concern
There are no assurances we will be successful in raising the funds
required to operate our business. Within the next year further funds
will be needed to meet our obligations under the purchase agreement
for the Seawright Springs property as described above, and to fund
improvements to that property and its initial operations.
While we develop our new business strategy and seek further funding
we plan to use, advances from our shareholder, funds generated from
our Spring Water sales, collection of receivables from the
discontinued litigation funding business to fund our current level of
operating activities.
If we are not successful in generating sufficient liquidity from
operations or in raising sufficient capital resources, on terms
acceptable to us, this could have a material adverse effect on our
business, results of operations liquidity and financial condition.
Our independent certified public accountants have stated in their
report included in our December 31, 2003 Form 10-KSB, that we have
incurred operating losses since our inception, and that we are
dependent upon management's ability to develop profitable operations.
These factors among others may raise substantial doubt about our
ability to continue as a going concern.
While the Company has raised the capital necessary to meet its
working capital and financing needs in the past, additional financing
is required in order to meet the Company's current and projected cash
flow deficits from operations and development. The Company is
seeking financing in the form of a private equity investment in order
to provide the necessary working capital. The Company currently does
not have any commitments for financing. There are no assurances the
Company will be successful in raising the funds required.
The Company believes that it may be necessary to raise up to One
Million Dollars to implement its business plan over the course of the
next twelve months, though the Company does plan to use its existing
capital resources and these resources may be sufficient to fund its
current level of operating activities, capital expenditures, debt and
other obligations through the next 12 months.
If during that period or thereafter, the Company is not successful in
generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to the Company;
this could have a material adverse effect on the Company's business,
results of operations liquidity and financial condition.
Recent Accounting Pronouncements
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in
its consolidated financial statements. Previously, the criteria were
based on control through voting interest. Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary
beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply
to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The
Company does not expect the adoption to have a material impact to the
Company's financial position or results of operations.
In April 2003, the FASB issued Statement No.149, " Amendment of
Statement of 133 on Derivative Instruments and Hedging Activities".
Which amends Statement 133, Accounting for Derivative Instruments and
Hedging Activities. The adoption of this statement did not have a
material impact on the Company's financial position.
In May 2003, the FASB issued SFAS no. 150 "Accounting for Certain
Instruments with Characteristics of both Liabilities and Equity" or
SFAS No. 150, which establishes standards for how companies classify
and measure certain financial instruments with characteristics of
both liabilities and equity. It requires companies to classify a
financial instrument that is within its scope as a liability (or an
asset in some circumstances). SFAS No. 150 is effective beginning
with the second quarter of fiscal 2004. The Company does not believe
the adoption of SFAS No 150 will have a material future impact on its
financial statements.
In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN
AMENDMENT OF FASB STATEMENTS NO. 87, 88, AND 106. This statement
retains the disclosure requirements contained in FASB statement no.
132, Employers' Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. It requires additional disclosures to
those in the original statement 132 about the assets, obligations,
cash flows, and net periodic benefit cost of defined benefit pension
plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for
other postretirement benefit plans. The revision applies for the
first fiscal or annual interim period ending after December 15, 2003
for domestic pension plans and June 15, 2004 for foreign pension
plans and requires certain new disclosures related to such plans. The
adoption of this statement will not have a material impact on the
Company's results of operations or financial positions.
Product Research and Development
The Company does not anticipate performing research and development
for any products during the next twelve months.
Acquisition or Disposition of Plant and Equipment
The Company does not anticipate the sale of any significant property,
plant or equipment during the next twelve months. The Company does
not anticipate the acquisition of any significant property during the
next 12 months. Improvements may be made to plant and equipment at
the Spring site, computer equipment and peripherals used in the
Company's day-to-day operations. The Company believes it has
sufficient resources available to meet these acquisition needs.
Number of Employees
As of December 31, 2003, the Company had one employee, the Company
President, who will devote the amount of time necessary to properly
fulfill his duties. The Company anticipates that the number of
employees might increase, in the future. Given the ability of the
company to contract out much of its required services, it is not
anticipated based on the current business plan that new employees
will be hired in the next 12 months. No formal contract for the
compensation of the current employee exists as of March 1st 2003, but
a contract is likely to be determined within the next twelve months.
Trends, Risks and Uncertainties
The Company has sought to identify what it believes to be the most
significant risks to its business as discussed in "Risk Factors"
above, but cannot predict whether or to what extent any of such risks
may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise. Investors should
carefully consider all of such risk factors before making an
investment decision with respect to the Company's stock.
- Limited operating history; anticipated losses; uncertainly of
future results
The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based. The
Company's prospects must be evaluated with a view to the risks
encountered by a company in an early stage of development. The
Company will be incurring costs to develop, introduce and enhance its
Spring Water operations and products, to develop and market an
interactive website, to establish marketing relationships, to acquire
and develop products that will complement each other, and to build an
administrative organization. To the extent that such expenses are not
followed by commensurate revenue, the Company's business, results of
operations and financial condition will be materially adversely
affected. There can be no assurance that the Company will be able to
generate sufficient revenues from the sale of its services and other
product candidates. The Company expects negative cash flow from
operations to continue for the next 12 months as it continues to
develop and market its products. If cash generated by operations is
insufficient to satisfy the Company's liquidity requirements, the
Company may be required to sell additional equity or debt securities.
The sale of additional equity or convertible debt securities would
result in additional dilution to the Company's shareholders.
- Potential fluctuations in quarterly operating results
The Company's quarterly operating results may fluctuate significantly
in the future as a result of a variety of factors, most of which are
outside the Company's control, including: the level of public acceptance of
the Company's spring water operations and business, the demand for the
Spring water services and related products; seasonal trends in
demand; the amount and timing of capital expenditures and other costs
relating to the expansion of the Company's operations; the
introduction of new services and products by the Company or its
competitors; price competition or pricing changes in the industry;
technical difficulties; general economic conditions, and economic
conditions specific to the beverage industry. The Company's
quarterly results may also be significantly affected by the impact of
the accounting treatment of acquisitions, financing transactions or
other matters. Particularly at the Company's early stage of
development, such accounting treatment can have a material impact on
the results for any quarter. Due to the foregoing factors, among
others, it is likely that the Company's operating results will fall
below the expectations of the Company or investors in some future quarter.
- Management of Growth
The Company expects to experience significant growth. Such activities
could result in increased responsibilities for management and the
need for additional employees. The Company believes that its ability
to increase its customer support capability and to attract, train,
and retain qualified technical, sales, marketing, and management
personnel, will be a critical factor to its future success.
The Company's future success will be highly dependent upon its
ability to successfully manage the expansion of its operations. The
Company's ability to manage and support its growth effectively will
be substantially dependent on its ability to implement adequate
financial and management controls, reporting systems, and other
procedures and hire sufficient numbers of financial, accounting,
administrative, and management personnel. There can be no assurance
that the Company will be able to identify, attract, and retain
experienced accounting and financial personnel. The Company's future
operating results will depend on the ability of its management and
other key employees to implement and improve its systems for
operations, financial control, and information management, and to
recruit, train, and manage its employee base. There can be no
assurance that the Company will be able to achieve or manage any such
growth successfully or to implement and maintain adequate financial
and management controls and procedures, and any inability to do so
would have a material adverse effect on the Company's business,
results of operations, and financial condition.
The Company's future success depends upon its ability to address
potential market opportunities while managing its expenses to match
its ability to finance its operations. This need to manage its
expenses will place a significant strain on the Company's management
and operational resources. If the Company is unable to manage its
expenses effectively, the Company's business, results of operations,
and financial condition will be materially adversely affected.
- Risks associated with acquisitions
Although the Company does not presently intend to do so, as part of
its business strategy in the future, the Company could acquire assets
and businesses relating to or complementary to its operations. Any
acquisitions by the Company would involve risks commonly encountered
in acquisitions of companies. These risks would include, among other
things, the following: the Company could be exposed to unknown
liabilities of the acquired companies; the Company could incur
acquisition costs and expenses higher than it anticipated;
fluctuations in the Company's quarterly and annual operating results
could occur due to the costs and expenses of acquiring and
integrating new businesses or technologies; the Company could
experience difficulties and expenses in assimilating the operations
and personnel of the acquired businesses; the Company's ongoing
business could be disrupted and its management's time and attention
diverted; the Company could be unable to integrate successfully.
ITEM 7. FINANCIAL STATEMENTS.
Financial statements as of and for the year ended December 31,
2003,and for the year ended December 31, 2002 are presented in a
separate section of this report following Part IV.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not Applicable
ITEM 8A. CONTROLS AND PROCEDURES.
As of December 31, 2003, Seawright Holdings, Inc. performed
an evaluation, under the supervision and with the participation of
management, including its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of its
disclosure controls and procedures as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended.
Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that Seawright Holdings, Inc.'s
disclosure controls and procedures are effective in timely alerting
them to material information required to be included in Seawright
Holdings, Inc.'s periodic filings with the U.S. Securities and
Exchange Commission. There were no significant changes in Seawright Holdings,
Inc.'s internal controls or in other factors that could significantly
affect these internal controls subsequent to the date of the most
recent evaluation.
PART III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.
Officers and Directors.
The names, ages, and respective positions of the directors, executive
officers, and key employees of the Company are set forth below. There
are no other promoters or control persons of the Company. The
directors named below will serve until the next annual meeting of the
Company's stockholders or until their successors are duly elected and
have qualified. Directors are elected for a one-year term at the
annual stockholders' meeting. Officers will hold their positions at
the will of the board of directors, absent any employment agreement.
During the period directors Darryl Reed, Kenneth Brochin, and Jeffrey
Sens resigned such that Mr. Joel Sens is the only director of the company.
Compensation of Directors
Directors currently do not receive a salary for their services. They
do not currently get paid a fee for their participation in meetings,
although Directors are reimbursed for reasonable travel and other out-of-
pocket expenses incurred in attending meetings of the board. The
Company anticipates that the Directors will be compensated for
attendance at meetings in the future.
Joel Sens, President and CEO/ Director
Mr. Joel Sens (age 39) is the current President and CEO, and has been
a Director since inception. Mr. Sens is an entrepreneur who, from
March 1997, was a founder and principal shareholder of Next
Generation Media Corp., a publicly held media holding company. From
January 1994 through March 1997, Mr. Sens acted as a consultant
specializing in barter transactions and engaged in financial
transactions involving the purchase and sale of newspaper companies,
radio stations, and barter companies.
(b) Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons holding 10% or more
of the Company's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Company's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of the Section 16(a) Forms with respect to
the fiscal year ended December 31, 2003 and subsequently, the Company
is unaware that any required reports were not filed.
ITEM 10. EXECUTIVE COMPENSATION.
During the year under review previous compensations agreement were
renegotiated such that only Mr. Joel Sens is expected to receive
compensation totaling $90,000 in respect of his services during the
last three fiscal years. This has been recorded but not paid. There
have been no other awards or stock based compensations in the last
three fiscal years.
(1) October 2000 Employment Agreements, contracting for $140,000 per
year, with former President Mr. Reed and Mr. Sens were renegotiated
during the current fiscal year and no compensation other than the
$90,000 described above has been recorded and is due to Mr. Sens.
(2) Under the October 2000 employment agreements the Company issued
to Mr. Sens, 3,000,000 shares as founder, at a price of $0.001.
(3) The Company issued to Mr. Sens, pursuant to the October 2000
Employment Agreement, stock options in the amount of 1,500,000
options granted as follows:
- 400,000 to purchase company's common stock at $.50 per share,
- 300,000 to purchase company's common stock at $1.00 per share,
- 300,000 to purchase company's common stock at $1.75 per share,
- 500,000 to purchase company's common stock at $2.00 per share.
Mr. Sens has not exercised any of the options granted pursuant to his
Employment Agreements. Stock options previously issued for Mr. Darryl
Reed were cancelled in the agreement dated September 2003.
Executive Compensation
The Company has not paid any compensation to its officers and/or
directors since its inception, and the Company does not expect to pay
any compensation in any amount or of any kind to its executive
officers or directors until the funds are available to pay them
without inhibiting growth of the Company. If and when the Company
has raised sufficient working capital, either through equity or
through revenues, the Company will pay the $90,000 due to Mr. Sens.
A new employment agreement is likely to be negotiated with Mr. Sens
in the near future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information regarding the beneficial
ownership of shares of the Company's common stock as of March 15th,
2004 (issued and outstanding) by (i) all stockholders known to the Company
to be beneficial owners of more than ten percent of the outstanding
common stock; and (ii) all directors and executive officers of the
Company as a group:
Title of Name and Address Amount of Percent of
Class of Beneficial Owner(1) Beneficial Class
Ownership (2)
Common Stock Joel Sens, 4,267,000(3) 79.48%
600 Cameron Street
Alexandria VA 22314
Common Stock Theodore Kanakis 799,500 14.89%
1160 N. Quincy Street #408
Arlington VA 22201
(1) Each person has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by them.
(2) Other than as footnoted below, none of these security holders has
the right to acquire any amount of the shares within sixty days from
options, warrants, rights, conversion privilege, or similar
obligations. The amount owned is based on issued common stock, as
well as stock options that are currently exercisable.
(3) Not included within this amount are stock options for Mr Joel.
Sens in an amount of 1,500,000 options granted, with
400,000 to purchase company's common stock at $.50 per share,
300,000 to purchase company's common stock at $1.00 per share,
300,000 to purchase company's common stock at $1.75 per share,
500,000 to purchase company's common stock at $2.00 per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the past two years, and as not otherwise disclosed of in any
other filing, there have not been any transaction that have occurred
between the Company and its officers, directors, and five percent or
greater shareholders, unless listed below.
Included in accounts payable and accrued liabilities are $ 90,000
at December 31, 2003 for unpaid salaries for officers of the Company.
The President and principal shareholder Joel Sens has advanced cash
and the company has issued notes to Joel Sens for a total of
approximately $230,000 at December 31, 2003. The advances are subject
to interest at a rate of 7% per annum and two notes, one for $50,000
to Stafford Street Capital, an investment company owned by Joel Sens,
and one for $65,000 to Joel Sens, are subject to interest at a rate
of 10% per annum.
The officer and director of the Company is engaged in
other businesses, either individually or through partnerships and
corporations in which he has an interest, holds office, or serves
on a board of directors. As a result, certain conflicts of interest
may arise between the Company and its officer and director. The
Company will attempt to resolve such conflicts of interest in favor
of the Company. The officer and director of the Company is
accountable to it and its shareholders as fiduciaries, which requires
that the officer and director exercises good faith and integrity in
handling the Company's affairs. A shareholder may be able to
institute legal action on behalf of the Company or on behalf of
itself and other similarly situated shareholders to recover damages
or for other relief in cases of the resolution of conflicts is in any
manner prejudicial to the Company.
PART IV.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibits included or incorporated by reference in this document are
set forth in the Exhibit Index.
EXHIBIT INDEX
Exhibit No. Description
(1) Form of Amended Underwriting and Selling Agreement between
Pre-Settlement Funding and Three Arrows Capital Corp. is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(3) (i) Amended and Restated Certificate of Incorporation is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(3) (ii) Amended and Restated Certificate of Incorporation of
Pre-Settlement Funding Corporation, filed on Form 8-K as filed
on October 24, 2004
(3) (iii) Certificate of Designation of Series A Convertible
Preferred Shares of Seawright Holdings, Inc. filed on Form 8-
K as filed on October 24, 2004
(3) (iv)Amended and Restated Bylaws is incorporated by reference to
the Company's registration statement on Form SB-2 as filed
with the SEC on March 9, 2001.
(3) (v) Amended and Restated Bylaws of Seawright Holdings, Inc. filed
on Form 8-K as filed on October 24, 2004
(4) (i) Amended Form of Subscription Agreement is incorporated by
reference to Post-Effective Amendment No. 1, filed on Form
SB-2 on July 6, 2001.
(4) (ii)Form of 10% Convertible Note is incorporated by reference
to the Company's registration statement on Form SB-2 as
filed with the SEC on March 9, 2001.
(4) (iii)Form of Registration Agreement relating to the 10%
Convertible Notes is incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(4) (iv)Subscription Agreement dated October 26, 2000 by and
between Pre-Settlement Funding Corporation and Joel P. Sens
is incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(4) (v) Subscription Agreement dated October 26, 2000 by and
between Pre-Settlement Funding Corporation and Darryl Reed
is incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(4) (vi)Form of Common Stock Purchase Option relating to Exhibits 4
(iv) and 4 (v) is incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(4) (vii)Form of Amended Escrow Agreement by and between Pre-
Settlement Funding Corporation, Three Arrows Capital Corp.
and The Business Bank, is incorporated by reference to
Post-Effective Amendment No. 1, filed on Form SB-2 on July 6, 2001.
(9) Stockholder Agreement by and among Pre-Settlement Funding
Corporation, Joel P. Sens and Darryl W. Reed, dated October
26, 2000 is incorporated by reference to the Company's
registration statement on Form SB-2 as filed with the SEC
on March 9, 2001.
(10) (i)Form of Purchase and Security Agreement is incorporated by
reference to the Company's registration statement on Form
SB-2 as filed with the SEC on March 9, 2001.
(10) (ii)Employment Agreement between Pre-Settlement Funding
Corporation and Darryl Reed dated October 1, 2000 is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001
(10) (iii)Employment Agreement between Pre-Settlement Funding
Corporation and Joel Sens dated October 1, 2000 is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(10) (iv)Letter by Typhoon Capital Consultants, LLC to Pre-
Settlement Funding Corporation on December 11, 2001
withdrawing as a consultant to Pre-Settlement Funding
Corporation and waiving all rights to any cash or equity
compensation owed to it by Pre-Settlement Funding
Corporation except for the fifty thousand (50,000) shares
already issued to Typhoon Capital Consultants, LLC, is
incorporated by reference to Post-Effective Amendment No.
5, filed on Form SB-2 on January 16, 2002.
(10) (v)Form of Consultant Agreement dated January 8, 2001 between
Pre-Settlement Funding Corporation and Chukwuemeka A. Njoku
is incorporated by reference to Post-Effective Amendment
No. 1, filed on Form SB-2 on July 6, 2001.
(10) (vi)Letter Agreement for consulting services dated August
31, 2000 between Pre-Settlement Funding Corporation and
Graham Design, LLC s incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(10) (vii)Letter Agreement for consulting services dated June
13, 2000 between Pre-Settlement Funding Corporation and
Baker Technology, LLC s incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(10) (viii) Purchase and Sale Agreement By and Between Baker Seawright
Corporation, Seller and Stafford Street Capital, LLC, filed on
Form 8-K as filed on October 24, 2004
(10) (ix) Assignment of Contract pursuant to Purchase and Sale
Agreement filed on Form 8-K as filed on October 24, 2004
(10) (x) Amendment to Purchase and Sale Agreement filed on Form 8-K
as filed on October 24, 2004
(10) (xi) Resignation by Darryl Reed from his positions as President,
Chief Executive Officer and Director filed on Form 8-K as filed on
October 24, 2004
(b) Reports Filed on 8-K
On October 24, 2003, the Company filed a current report on 8-K
disclosing its amendment to the Purchase and Sale Agreement
with Baker Seawright Corporation
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth fees billed to the Company by our
auditors during the fiscal years ended December 31, 2003 and 2002
for: (i) services rendered for the audit of our annual financial statements
and the review of our quarterly financial statements, (ii) services by our
auditor that are reasonably related to the performance of the audit or review
of our financial statements and that are not reported as Audit Fees, (iii)
services rendered in connection with tax compliance, tax advice and tax
planning, and (iv) all other fees for services rendered.
DECEMBER 31, 2003 DECEMBER 31, 2002
1. Audit Fees $ 34,680 $ 53,762
2. Audit Related Fees - -
3. Tax Fees - -
4. All Other Fees - -
Total Fees $ 34,680 $ 53,762
Audit fees consist of fees billed for professional services rendered
for the audit of the Company's consolidated financial statements and
review of the interim consolidated financial statements included in quarterly
reports and services that are normally provided by Russell Bedford Stefanou
Mirchandani LLP in connection with statutory and regulatory filings or
engagements.
Audit-related fees consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit
or review of the Company's consolidated financial statements, which are not
reported under "Audit Fees." There were no Audit-Related services
provided in fiscal 2003 or 2002.
Tax fees consists of fees billed for professional services for tax
compliance, tax advice and tax planning.
All other fees consist of fees for products and services
other than the services reported above. There were no management
consulting services provided in fiscal 2003 or 2002.
Prior to the Company's engagement of its independent auditor, such
engagement is approved by the Company's audit committee. The services
provided under this engagement may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific budget.
Pursuant to the Company's Audit Committee Charter, the independent auditors
and management are required to report to the Company's audit committee at least
quarterly regarding the extent of services provided by the
independent auditors in accordance with this pre-approval, and the
fees for the services performed to date. The audit committee may also
pre-approve particular services on a case-by-case basis. All audit-
related fees, tax fees and other fees incurred by the Company for the
year ended December 31, 2003, were approved by the Company's audit committee.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
SEAWRIGHT HOLDINGS, INC.
(FORMERLY PRE-SETTLEMENT FUNDING CORPORATION)
F-1
SEAWRIGHT HOLDINGS, INC.
(FORMERLY PRE-SETTLEMENT FUNDING CORPORATION)
Index to Financial Statements Page No.
Report of Independent Certified Public Accountants F-3
Consolidated Balance Sheets at December 31, 2003 and 2002 F-4
Consolidated Statements of Operations for the
Years Ended December 31, 2003 and 2002, and the
Period October 14, 1999 (Date of Inception)
Through December 31, 2003 F-5
Consolidated Statement of Deficiency in
Stockholders' Equity for the Period
October 14, 1999 (Date of Inception) Through
December 31, 2003 F-6
Consolidated Statements of Cash Flows for the
Years Ended December 31, 2003 and 2002, and the
Period October 14, 1999 (Date of Inception)
Through December 31, 2003 F-7
Notes to Consolidated Financial Statements F-8 to F-19
F-2
RUSSELL BEDFORD STEFANOU MIRCHANDANI , LLP
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Seawright Holdings, Inc.
(Formerly Pre-Settlement Funding Corporation)
Alexandria, VA
We have audited the accompanying consolidated balance sheets of
Seawright Holdings Inc. (formerly Pre-Settlement Funding Corporation)
and subsidiary, a development stage company, (the "Company") as of
December 31, 2003 and 2002 and the related consolidated statements of
operations, deficiency in stockholders' equity, and cash flows for
the two years then ended and the period October 14, 1999 (date of
inception) to December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based upon our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Seawright Holdings Inc. and subsidiary as of December 31,
2003 and 2002, and the results of its operations and its cash flows
for the two years ended, and for the period October 14, 1999 (date of
inception) to December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As shown
in the financial statements, the Company has incurred net losses
since its inception. This raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans
in regard to this matter are described in Note K. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
\s\ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
Russell Bedford Stefanou Mirchandani LLP
Certified Public Accountants
McLean, Virginia
March 8, 2004
F-3
SEAWRIGHT HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
2003 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalent $ - $ 18
Loans receivable - 3,228
Prepaid expenses and other - 43
Total current assets - 3,289
Property and equipment (Note B):
Land 1,000,000 -
Building improvement 6,780 -
Total property and equipment 1,006,780 -
Other assets:
Discontinued operations, claimed
receivable, net of allowance of $0 6,000 8,000
Total Assets 1,012,780 11,289
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash disbursed in excess of available funds 24,688 -
Accounts payable and accrued liabilities 148,547 866,914
Note payable, current portion (Note C) 415,000 -
Shareholder advances (Note G) 121,936 28,889
Total current liabilities 710,171 895,803
Note payable, long-term portion (Note C) 400,000 -
COMMITMENTS AND CONTINGENCIES (Note J) - -
(DEFICIENCY IN) STOCKHOLDERS' EQUITY (Note E)
Preferred stock, par value $.001
per share; 100,000 shares authorized:
Series A Convertible Preferred
stock, par value $.001 per share;
60,000 shares authorized; 55,000
shares and none issued and
outstanding at December 31, 2003
and December 31, 2002, respectively. 55 -
Common stock, par value $.001
per share; 19,900,000 shares
authorized; 5,368,000 shares
issued and outstanding at
December 31, 2003 and December
31, 2002 5,368 5,368
Additional paid-in-capital 463,873 183,652
Accumulated deficit during development stage (566,688) (1,073,534)
(Deficiency in) stockholders' equity (97,392) (884,514)
Total liabilities and (deficiency in) stockholders'
equity 1,012,780 11,289
See accompanying notes to consolidated financial statements.
F-4
SEAWRIGHT HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the period from
October 14, 1999
(date of inception)
through
2003 2002 December 31, 2003
Costs and expenses:
Selling, general and administrative $ 224,604 $ 366,826 $ 1,315,909
Depreciation - - -
Total operating expense 224,604 366,826 1,315,909
Loss from operations (224,604) (366,826) (1,315,909)
Extinguishment of debt (Note D) 747,103 - 747,103
Interest income (expenses) (17,278) 12 (14,783)
Income (loss) from continuing operations,
before income taxes and discontinued operations 505,221 (366,814) (583,589)
Provision for income tax - - -
Income (loss) from continuing operations, before
discontinued operations 505,221 (366,814) (583,589)
Income from discontinued operations (Note A) 1,625 9,226 16,901
Net income (loss) 506,846 (357,588) (566,688)
Earnings (losses) per common share (basic and
assuming dilution) (Note H) 0.10 (0.07)
Continuing operations 0.10 (0.07)
Discontinued operations 0.00 0.00
Weighted average common shares outstanding 5,368,000 5,368,000
See accompanying notes to consolidated financial statements.
F-5
SEAWRIGHT HOLDINGS, INC.
(FORMERLY PRE-SETTLEMENT FUNDING CORPORATION)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE PERIOD OCTOBER 14, 1999 (Date of Inception) TO DECEMBER 31, 2003
Preferred Preferred Shares Common Common Additional Deficit
Shares Amount Shares Shares Amount Paid In Accumulated
Capital during
Development
Stage Total
Net loss - $ - - $ - $ - $ (1,291) $ (1,291)
Balance at
December 31, 1999 - - - - - (1,291) (1,291)
Common stock issued on
September 30, 2000 in
exchange for convertible debt
at $.50 per share - - 78,000 78 38,922 - 39,000
Common stock issued on
November 27, 2000 in
exchange for convertible
debt at $.50 per share - - 26,000 26 12,974 - 13,000
Net loss at
December 31, 2000 - - - - - (157,734) (157,734)
Balance at
December 31, 2000 - - 104,000 104 51,896 (159,025) (107,025)
Common stock issued on
January 1, 2001 in
exchange for
convertible debt at
$ .50 per share - - 174,000 174 86,826 - 87,000
Common stock issued on
January 2, 2001 to
founders in exchange
for services valued at
$ .001 per share - - 5,000,000 5,000 20 - 5,020
Common stock issued on
January 2, 2001 in
exchange for services at
$.50 per share - - 90,000 90 44,910 - 45,000
Net Loss at
December 31, 2001 - - - - - (556,921) (556,921)
Balance at
December 31, 2001 - - 5,368,000 5,368 183,652 (715,946) (526,926)
Net Loss at
December 31,2002 - - - - - (357,588) (357,588)
Balance at
December 31,2002 - - 5,368,000 5,368 183,652 (1,073,534) (884,514)
Stock options issued in
exchange for services
(Note F) - - - - 5,276 - 5,276
Preferred stock
issued in
exchange for cash at
$5 per share (Note E) 55,000 55 - - 274,945 - 275,000
Net loss at
December 31, 2003 - - - - - 506,846 506,846
Balance at
December 31, 2003 55,000 55 5,368,000 5,368 463,873 (566,688) (97,392)
See accompanying notes to consolidated financial statements.
F-6
SEAWRIGHT HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the period from
October 14, 1999
(date of inception)
For the year ended through
December 31 December 31, 2003
2003 2002
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period from
continuing operations $ 505,221 $ (366,814) $ (583,589)
Adjustments to reconcile net
loss to net cash used for operating activities:
Income from discontinued operations 1,625 9,226 16,901
Extinguishment of debt (Note D) (747,103) - (747,103)
Common stock issued to founders (Note E) - - 5,020
Common stock issued in exchange
for services rendered (Note E) - - 45,000
Stock options issued in
exchange for services rendered (Note F) 5,276 - 5,276
Changes in assets and liabilities:
Loans receivable 3,228 11,871 -
Claims receivable 2,000 (1,755) (6,000)
Prepaid expenses and other 43 - -
Cash disbursed in excess of available fund 24,688 - 24,688
Accounts payable and accrued liabilities 28,736 333,823 895,650
NET CASH (USED IN) OPERATING ACTIVITIES (176,286) (13,649) (344,157)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (306,780) - (306,780)
NET CASH (USED IN) INVESTING ACTIVITIES (306,780) - (306,780)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of capital notes, net - - 139,000
Proceeds from notes payable (Note C) 115,000 - 115,000
Proceeds from issuance of preferred stock,
net of costs and fees (Note E) 275,000 - 275,000
Proceeds from shareholder advances,
net of repayments 93,048 12,664 121,937
NET CASH PROVIDED BY FINANCING ACTIVITIES 483,048 12,664 650,937
NET (DECREASE) IN CASH AND EQUIVALENTS (18) (985) -
Cash and cash equivalents at the beginning of the period 18 1,003 -
Cash and cash equivalents at the end of the period - 18 -
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest - - -
Income taxes paid - - -
Notes payable issued in connection with
acquisition of land (Note B) 700,000 - 700,000
Common stock issued to founders (Note E) - - 5,020
Common stock issued for services (Note E) - - 45,000
Stock options issued in exchange for services
rendered (Note F) 5,276 - 5,276
See accompanying notes to consolidated financial statements.
F-7
SEAWRIGHT HOLDINGS, INC.
(FORMERLY PRE-SETTLEMENT FUNDING CORPORATION)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
NOTE A-SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the
preparation of the accompanying consolidated financial statements follows.
Business and Basis of Presentation
Seawright Holdings, Inc., formerly Pre-Settlement Funding Corporation
("Company") was formed on October 14, 1999 under the laws of the
state of Delaware. The Company is a development stage enterprise, as
defined by Statement of Financial Accounting Standards No. 7 ("SFAS
No. 7") and is seeking to development of spring water bottling and
distribution business. From its inception through the date of these
financial statements the Company has recognized no revenues and has
incurred significant operating expenses. Consequently, its operations
are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception through December
31, 2003, the Company has accumulated losses of $566,688.
The consolidated financial statements include the accounts of the
Company, and its wholly-owned subsidiary, Seawright Springs LLC.
Significant intercompany transactions have been eliminated in consolidation.
Discontinued Operations
As a result of the Company's acquisition of real property and
improvements in October 2003 (see Note B), the Company restructured
its operations to focus on the development of the spring water
bottling and distribution business. This restructuring included the
discontinuance of financing plaintiffs who are involved in personal
injury claims. Accordingly, the Company's plaintiff's financing
business segment is accounted for as a discontinued operation, and
the amounts in the financial statements and related notes for all
periods shown have been restated to reflect discontinued operations
accounting. The Company has not allocated any previously incurred
corporate overhead and selling, general and administrative expenses
to the discontinued operation.
The financial statements reflect the operating results of the
discontinued operations separately from continuing operations. Prior
years have been restated. Operating results for the discontinued
operations for the following periods were:
For the period from
October 14, 1999
(date of inception)
For the year ended through
December 31 December 31, 2003
2003 2002
Revenues $ 1,625 $ 9,226 $ 16,901
Net income before income taxes 1,625 9,226 16,901
Provision for income taxes - - -
Net income from discontinued operations 1,625 9,226 16,901
F-8
Revenue Recognition
For revenue from product sales, the Company will recognize revenue in
accordance with SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"). SAB 101 requires
that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management's
judgments regarding the fixed nature of the selling prices of the
products delivered and the collectibility of those amounts.
Provisions for discounts and rebates to customers, estimated returns
and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue
for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine
that the product has been delivered or no refund will be required.
The Company has recognized no revenues from continuing operations
during the years ended December 31, 2003 and 2002.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of
the financial statements and the reported amount of revenue and
expenses during the reporting period. Accordingly actual results
could differ from those estimates.
Cash and Cash Equivalents
The Company maintains a cash balance in a non -interest-bearing
account that currently does not exceed federally insured limits. For
the purposes of the Statements of Cash Flows, the Company considers
all highly liquid debt instruments purchased with a maturity date of
three months or less to be cash equivalents. There are no cash
equivalents as of December 31, 2003 and 2002.
Property and Equipment
Property and Equipments are recorded at cost. Minor additions and
renewals are expensed in the year incurred. Major additions and
renewals are capitalized and depreciated over their estimated useful
lives. The Company acquired $1,000,000 of land (see Note B) and
$6,780 of building improvement in December 2003. The building
improvement will be depreciated using the straight-line method over
10 years, starting January 2004.
Advertising
The Company follows the policy of charging the costs of advertising
to expenses incurred. The Company incurred advertising costs of $500
and $1,412 during the year ended December 31, 2003 and 2002, respectively.
F-9
Impairment of Long Lives Assets
The Company has adopted Statement of Financial Accounting Standards
No.144 ("SFAS 144"). The Statement requires that long-lived assets
and certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Events relating to recoverability may include significant unfavorable
changes in business conditions, recurring losses, or a forecasted
inability to achieve break even operating results over an extended
period. The company evaluates the recoverability of long-lived assets
based upon forecasted undercounted cash flows. Should an impairment
in value be indicated, the carrying value of intangible assets will
be adjusted , based on estimates of future discounted cash flows
resulting from the use of and ultimate disposition of be reported at
the lower of the carrying amount or the fair value less costs to sell.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
December 31, 2003 and 2002. The respective carrying value of certain
on-balance sheet financial instruments approximated their fair
values. These financial instruments include cash and accounts
payable. Fair values were assumed to approximate values for cash and
payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.
Stock Based Compensation
In December 2002, the FASB issued SFAS No. 148, "Accounting for
stock-based Compensation- Transition and Disclosure- an amendment of
SFAS 123." This statement amends SFAS No.123, "Accounting for Stock
based Compensation" to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for
stock based employee compensation. In addition, this statement amends
the disclosure requirements of SFAS No.123 to require prominent
disclosures in both annual and interim financial compensation and the
effect of the method used on reported results. The company has chosen
to continue to account for stock-based compensation using the
intrinsic value method prescribed in APB Opinion No.25 and related
interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the
Company's stock at the date of the grant over the exercise price of
the related option. The Company has adopted the annual disclosure
provisions of SFAS No.148 in its financial reports for the year ended
December 31, 2003 and 2002 and will adopt the interim disclosure
provisions for its financial reports for the subsequent periods. Had
compensation costs for the Company's stock options been determined
based on the fair value at the grant dates for the awards, the
Company's net loss and losses per share would have been as follows
(transactions involving stock options issued to employees and Black-
Scholes model assumptions are presented in Note F):
F-10
2003 2002
Net income (loss) - as reported $ 506,846 $ (357,588)
Add: Total stock based employee
compensation expense as reported under
intrinsic value method (APB. No. 25) - -
Deduct: Total stock based employee
compensation expense as reported under
fair value based method (SFAS No. 123) - -
Net income (loss) - Pro Forma 506,846 (357,588)
Net income (loss) attributable to
common stockholders - Pro forma 506,846 (357,588)
Basic (and assuming dilution) earning
(loss) per share - as reported 0.10 (0.07)
Basic (and assuming dilution) earning
(loss) per share - Pro forma 0.10 (0.07)
Earning (Loss) per share
Net earning (loss) per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 ("SFAS No.128") Earnings
per share. Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of
common shares outstanding during the period.
Segment Information
The Company adopted Statement of Financial Accounting Standards No.
130, Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131") in the year ended December 31, 1998. SFAS
130 establishes standards for reporting information regarding
operating segments in annual financial statements and requires
selected information for those segments to be presented in interim
financial reports issued to stockholders. SFAS 130 also establishes
standards for related disclosures about products and services and
geographic areas. Operating segments are identified as components of
an enterprise about which separate discrete financial information is
available for evaluation by the chief operating decision maker, or
decision-making group, in making decisions how to allocate resources
and assess performance. The information disclosed herein, materially
represents all of the financial information related to the Company's
principal operating segment.
Income Taxes
The Company follows Statement of Financial Accounting Standards No.
109, Accounting for Income taxes ("SFAS 109") for recording the
provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement
and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is
expected to realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability during
each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not
be realized, a valuation allowance is required to reduce the deferred
tax assets to the amount that is more likely than not to be realized.
Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.
F-11
Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as
current or non -current, depending on the classification of assets
and liabilities to which they relate. Deferred taxes arising from
temporary differences that are not related to an asset or liability
are classified as current or non current depending on the periods in
which the temporary differences are expected to reverse.
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject
the Company to concentrations of credit risk, consist primarily of
cash, cash equivalents and trade receivables. The Company places its
cash and temporary cash investments with credit quality institutions.
At times, such investments may be in excess of the FDIC insurance
limit. The Company currently has a limited number of customers. The
Company will periodically review its Claims Advances in determining
its allowance for unsuccessful settlements to provide for estimated
future losses of advances made to plaintiffs. The allowances will be
based upon an assessment of overall risks, management's evaluation of
probable losses, historic performance, and monthly reviews of cases.
Specific advances will be written off when the probability of loss
has been established in amounts determined to cover such losses after
giving consideration to the claim's underlying value.
Liquidity
The Company is in the development stage and its efforts have been
principally devoted to developing spring water bottling and
distribution business, and previously, a litigation funding business,
which advance funds to personal injury plaintiffs in exchange for a
portion of their claims. To date, the Company has generated no
revenues, has incurred expenses, and has sustained losses. As shown
in the accompanying consolidated financial statements, the Company
has incurred a net income of $506,846 during the year ended December
31, 2003 and a net loss of $357,588 during the year ended December
31, 2002. The Company's current liabilities exceeded its current
assets by $710,171 and $892,514 as of December 31, 2003 and 2002,
respectively. For the period from inception through December 31,
2003, the Company has accumulated losses of $566,688. Consequently,
its operations are subject to all risks inherent in the establishment
of a new business enterprise.
New Accounting Pronouncements
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in
its consolidated financial statements. Previously, the criteria were
based on control through voting interest. Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary
beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities
created after January 31, 2003.
F-12
The consolidation requirements apply to older entities in the first
fiscal year or interim period beginning after June 15, 2003. Certain
of the disclosure requirements apply in all financial statements
issued after January 31, 2003, regardless of when the variable
interest entity was established. The adoption of FASB Interpretation
Number 46 did not have a material impact on the Company's results of
operations or financial position.
In April 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 149 amends SFAS No. 133 to
provide clarification on the financial accounting and reporting of
derivative instruments and hedging activities and requires that
contracts with similar characteristics be accounted for on a
comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. The adoption of
SFAS 149 did not have a material impact on the Company's results of
operations or financial position.
In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND
EQUITY. SFAS 150 establishes standards on the classification and
measurement of certain financial instruments with characteristics of
both liabilities and equity. The provisions of SFAS 150 are effective
for financial instruments entered into or modified after May 31, 2003
and to all other instruments that exist as of the beginning of the
first interim financial reporting period beginning after June 15,
2003. The adoption of SFAS 150 did not have a material impact on the
Company's results of operations or financial position.
In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN
AMENDMENT OF FASB STATEMENTS NO. 87, 88, AND 106. This statement
retains the disclosure requirements contained in FASB statement no.
132, Employers' Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. It requires additional disclosures to
those in the original statement 132 about the assets, obligations,
cash flows, and net periodic benefit cost of defined benefit pension
plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for
other postretirement benefit plans. The revision applies for the
first fiscal or annual interim period ending after December 15, 2003
for domestic pension plans and June 15, 2004 for foreign pension
plans and requires certain new disclosures related to such plans. The
adoption of this statement will not have a material impact on the
Company's results of operations or financial positions.
NOTE B- PROPERTY AND EQUIPMENT
In October, 2003, the Company acquired approximately 140 acres of
land and related improvements in Augusta County, Virginia, in
exchange for $1,000,000, comprised of $300,000 of cash and a $700,000
promissory note payable (See Note C). The Company anticipates
entering the sale of bulk spring water and retail bottling business
utilizing the properties water resources.
F-13
The purchase of land and improvements were accounted for in
accordance with SFAS No. 141 and accordingly the operating results of
the business has been included in the Company's financial statements
since the date of purchase and inception of operations.
Major classes of property and equipment at December 31, 2003 and 2002
consist of the followings:
2003 2002
Land $1,000,000 $ -
Building improvements 6,780 -
1,006,780 -
Less: Accumulated Depreciation (-) -
Net Property and Equipment 1,006,780 -
Depreciation expense was $0 for the years ended December 31, 2003 and
2002, respectively.
NOTE C- NOTES PAYABLE
Notes payable at December 31, 2003 and 2002 are as follows:
2003 2002
6 % note payable, principal and
accrued interest payable every six
months starting the sixth month
anniversary; personally guaranteed by
the Company's president and principal
shareholder. Principal of $100,000 is
due after the first sixth month from
October 2003, $200,000 is due on the
first anniversary date, 162,500 is
due on the third anniversary, and
$237,500 is due on the fifth anniversary. $ 700,000 $ -
10 % note payable to a related party,
principal and accrued interest
payable on or before October 2004; unsecured. 50,000 -
10 % note payable to shareholder,
principal and accrued interest
payable on or before October 2004; unsecured. 65,000 -
815,000 -
Less: current portion (415,000) -
Note payable - long term 400,000 -
Aggregate maturities of long-term debt as of December 31, 2003 are as
follows:
Year Amount
2004 $ 415,000
2005
2006 162,500
2007
2008 and after 237,500
$ 815,000
F-14
NOTE D - EXTINGUISHMENT OF DEBT
During the year ended December 31, 2003, the Company was legally
released from its obligation to a former employee and several
creditors for unpaid accrued salaries and liabilities of $747,103.
The Company recognized $747,103 of other income in connection with
the extinguishment of the debt.
NOTE E - CAPITAL STOCK
The Company was incorporated under the laws of the State of Delaware
on October 14, 1999 under the name of Pre-Settlement Funding
Corporation. The company has authorized 100,000 shares of preferred
stock, with a par value of $.001 per share. The Company has
designated 60,000 of its preferred stock as Series A Convertible
Preferred Stock. As of December 31, 2003, the Company has 55,000
shares of Series A Convertible Preferred Stock issued and outstanding.
The Company has authorized 19,900,000 shares of common stock, with a
par value of $.001 per share. As of December 31, 2003 and 2002, there
are 5,368,000 shares of common stock issued and outstanding.
In March 2000, the Company issued $ 124,000 of notes payable
convertible into common stock at a price equal to $.50 per share. As
of December 31, 2000, the holders of the notes payable elected to
convert $52,000 of the notes, net of costs, in exchange for 104,000
shares of the Company's common stock.
In January 2001, the holders of the $ 72,000 of convertible Notes
Payable, exercised their rights to convert the unpaid principal to
144,000 shares of the Company's common stock at the conversion price
of $.50 per share.
In January 2001, $15,000 of convertible notes payable were issued and
converted to 30,000 shares of the Company's common stock.
In January 2001, the Company issued 5,000,000 shares of the Company's
common stock to the Company's Founders in exchange for services
provided to the Company from its inception. The Company valued the
shares issued at $.001 per share, which approximated the fair value
of the services rendered. The compensation costs of $5,020 were
charged to income during the year ended December 31, 2001.
In January 2001, the Company issued 90,000 shares of the Company's
common stock to consultants in exchange for services provided to the
Company. The Company valued the shares issued at $ .50 per share,
which approximated the fair value of the shares issued during the
period the services were rendered. The compensation costs of $
45,000 were charged to income during the year ended December 31, 2001.
During the year ended December 31, 2003, the Company authorized the
issuance of 60,000 shares of newly designated Series A Convertible
Preferred stock, with a par value of $0.001 per share. As of
December 31, 2003 the Company issued 55,000 shares of the Series A
Convertible Preferred stock in exchange for $275,000.
F-15
The Series A Convertible Preferred shares are convertible into the
Company's common stock at the option of the holder at a ratio of ten
(10) shares of common stock for each share of preferred stock if
converted before the first anniversary of the original issue date and
at a ratio of five (5) shares of common stock for each share of
preferred stock if conversion is made after the first anniversary but
before the second anniversary. The preferred shares may be redeemed
for cash at the option of the Company, any time after the first
anniversary of the original issue date but before the second
anniversary. The Preferred Shareholders shall be entitled to
cumulative dividends when, as and if declared by the Company's Board
of Directors at a per share rate of 10% per annum of the original
issue price. At the option of the preferred shareholders, accrued and
unpaid cumulative dividends may be applied to the purchase of
additional shares of the Company's common stock upon conversion of
the preferred shares to common shares.
NOTE F - STOCK OPTIONS
The following table summarizes the changes in options outstanding and
the related prices for the shares of the Company's common stock
issued to the Company employees and consultants. These options were
granted in lieu of cash compensation for services performed.
Options Outstanding Options Exercisable
Weighted Average
Remaining Weighted
Exercise Number Contractual Life Weighed Average Number Average
Prices Outstanding (Years) Exercise Price Exercisable Exercise Price
(C)
$ 1.25 1,500,000 1.00 $ 1.25 1,500,000 $ 1.25
$ 0.56 837,500 3.00 $ 0.56 837,500 $ 0.56
2,337,500 $ 1.00 2,337,500 $ 1.00
Transactions involving options issued to employees and consultants
summarized as follows:
Number of Shares Weighted Average
Price Per Share
Outstanding at January 1, 2002 3,020,000 $ 1.25
Granted - -
Exercised - -
Canceled or expired (1,500,000) -
Outstanding at December 31, 2002 1,520,000 1.25
Granted 837,500 0.56
Exercised - -
Canceled or expired (20,000) -
Outstanding at December 31, 2003 2,337,500 $ 1.00
The estimated value of the options granted to consultants during the
year ended December 31, 2003 was determined using the Black-Scholes
option pricing model and the following assumptions: expected term of
3 years, a risk free interest rate of 2.65%, a dividend yield of 0%
and volatility of 60%. The amount of the expense charged to
operations in connection with granting the options was $5,276 during
the year ended December 31, 2003.
F-16
NOTE G - RELATED PARTY TRANSACTIONS
In addition to notes payable to shareholder and an entity controlled
by the Company's shareholder. A principal shareholder of the Company
has advanced funds to the Company for working capital purposes. No
formal repayment terms or arrangements exist. The net amount of
advances due to the shareholder at December 31, 2003 and 2002 was
$121,936 and $28,889 respectively.
During the year ended December 31, 2003, one of the Company's former
officers legally released the Company's obligation for all unpaid
salaries (see Note D). Included in accounts payable and accrued
liabilities are $90,000 and $350,000 at December 31, 2003 and 2002,
respectively for unpaid salaries for officers of the Company.
NOTE H - EARNINGS PER SHARE
Basic and fully diluted earnings per share are calculated by dividing
net income available to common stockholders by the weighted average of common
shares outstanding during the year.
2003 2002
Income (Loss) Available to Common Shareholders $ 506,846 $ (357,588)
Basic and Fully Diluted Earning (Loss) Per Share-
continuing operations 0.10 (0.07)
Basic and Fully Diluted earning (Loss) Per Share-
discontinued operations 0.00 (0.00)
Weighted Average Common Shares Outstanding 5,368,000 5,368,000
NOTE I - INCOME TAXES
The Company has adopted Financial Accounting Standard number 109,
which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been
included in the financial statement or tax returns. Under this
method, deferred tax liabilities and assets are determined based on
the difference between financial statements and tax bases of assets
and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Temporary differences
between taxable income reported for financial reporting purposes and
income tax purposes are insignificant.
For income tax reporting purposes, the Company's aggregate unused net
operating losses approximate $566,000, which expires through 2023,
subject to limitations of Section 382 of the Internal Revenue Code,
as amended. The deferred tax asset related to the carryforward is
approximately $192,000.
The Company has provided a valuation reserve against the full amount
of the net operating loss benefit, since in the opinion of management
based upon the earning history of the Company, it is more likely than
not that the benefits will be realized.
F-17
Components of deferred tax assets as of December 31, 2003 are as follows:
Non Current:
Net operating loss carryforward $ 192,000
Valuation allowance (192,000)
Net deferred tax asset -
NOTE J - COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases office space for its corporate offices in
Alexandria, Virginia on a month-to-month basis. Rental expense for
the years ended December 31, 2003 and 2002 was $1,620 and $5,111,
respectively and was charged to operations in the period incurred.
Employment and Consulting Agreements
The Company has an employment agreement with the Company's Chief
Executive Officer/President. In addition to salary provisions, the
agreement includes defined commitments should the employee terminate
the employment with or without cause.
The Company has consulting agreements with outside contractors to
provide web development and business development services. The
agreements are generally for a term of 12 months from inception and
renewable automatically from year to year unless either the Company
or Consultant terminates such engagement with written notice.
NOTE K - GOING CONCERN MATTERS
The accompanying statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As
shown in the financial statements from October 14, 1999 (date of
inception of Company), the Company incurred losses from operations of
$566,688. This factor among others may indicate that the Company
will be unable to continue as a going concern for a reasonable period
of time.
The Company's existence is dependent upon management's ability to
develop profitable operations and resolve it's liquidity problems.
Management anticipates the Company will attain profitable status and
improve it liquidity through the continued developing of its
products, establishing a profitable market for the Company's products
and additional equity investment in the Company. The accompanying
financial statements do not include any adjustments that might result
should the Company be unable to continue as a going concern.
F-18
In order to improve the Company's liquidity, the Company is actively
pursing additional equity financing through discussions with
investment bankers and private investors. There can be no assurance
the Company will be successful in its effort to secure additional
equity financing.
If operations and cash flows continue to improve through these
efforts, management believes that the Company can continue to
operate. However, no assurance can be given that management's
actions will result in profitable operations or the resolution of its
liquidity problems.
F-19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SEAWRIGHT HOLDINGS INCORPORATED
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Company and in the capacities and on the date indicated:
Dated: March 29, 2004 /s/Joel Sens
Joel Sens
President/CEO/Director
CERTIFICATION
I, Joel Sens, certify that:
1. I have reviewed this report on Form 10-KSB of Seawright
Holdings, Inc.;
2. Based on my knowledge, this 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 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 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 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 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 the 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 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: March 23, 2004
/s/ Joel Sens
Joel Sens, President, Treasurer, Secretary and Director
Exhibit 23.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
TO: Seawright Holdings, Incorporated
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Annual Report on Form 10-KSB under
the Securities Exchange Act of 1934 of Seawright Holdings,
Incorporated (formerly Pre Settlement Funding Corporation) for the
year ended December 31, 2002 of our report dated May 19, 2003 which
includes an explanatory paragraph regarding the substantial doubt
about the Company's ability to continue as a going concern, and
contained in the Registration Statement No. 333-111761 of Seawright
Holdings, Incorporated Form S-8 under the Securities Act of 1933
insofar as such report relates to the financial statements of
Seawright Holdings, Incorporated for the year ended December 31,
2002.
/s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
Russell Bedford Stefanou Mirchandani LLP
McLean, Virginia
March 28, 2004
Exhibit 32.1
In connection with the Annual Report of Seawright Holdings, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Joel Sens, President and Treasurer, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act, that:
(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations of the Company.
By: /s/ Joel Sens
Joel Sens, President and Treasurer