content: <PAGE>
  <PAGE>  1
                      SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C. 20549
  
  
  
  
                                   FORM 8-K
  
  
               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934
  
  
  
  Date of Report (Date of earliest event reported):  March 26, 1996
  
  
  
                         DYNAMICWEB ENTERPRISES, INC.
            (Exact Name of Registrant as specified in its charter)
  
  
  
  New Jersey                            0-10039                   22-2267658
  (State or other                     (Commission             (I.R.S. Employer)
  jurisdiction of incorporation)      File Number)           Identification No.)
  
  
  
                        1033 Route 46 East, Suite A-102
                           Clifton, New Jersey 07013
                   (Address of Principal Executive Offices)
  
  
                Registrant's Telephone Number:  (201) 777-7666
  
  
  
                          SEAHAWK CAPITAL CORPORATION
                      1010 Kings Highway South, Suite 1-D
                         Cherry Hill, New Jersey 08034
           (Former Name and Address of Principal Executive Offices)
  
  <PAGE>
  <PAGE>  2
                                   FORM 8-K
  
  
  ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
  
  See Item 2 of this Report relating to the Registrant's acquisition
  of DynamicWeb Transactions Systems, Inc. and related changes in
  control.
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  On March 26, 1996, the Registrant acquired 100% of the common stock
  of DynamicWeb Transaction Systems, Inc. in exchange for 7,168,631
  (later amended to 5,723,621), post-split shares of the Registrant. 
  The acquisition was approved by the Shareholders at a shareholder's
  meeting held on March 26, 1996.
  
  As a pre-requisite to the acquisition, the Registrant effected a 1-
  for-100 reverse stock split on March 5, 1996.  As a consequence of
  such reverse split the Registrant's symbol was temporarily changed
  to "SEAKD", and the post-split stock was assigned the CUSIP Number
  812014-20-7.  However, on May 14, 1996, the Company amended its
  Certificate of Incorporation changing the Registrant's name to
  DynamicWeb Enterprises, Inc. (the "Company") and increasing the
  authorized number of shares to 50,000,000, $.0001 par value.  As a
  result of the name change, the Registrant's symbol was changed and
  is currently "DWEB" and the CUSIP Number is 268060-10-0.
  
  A condition of the acquisition was that the management of the
  Registrant resign in favor of the new management of DynamicWeb
  Transaction Systems, Inc.  The new management of the Registrant
  took control on March 26, 1996.
  
  The Company is engaged in the development of integrated application
  software for information exchange and electronic commerce over the
  Internet.  The Company developed a family of products designed to
  ease the transition from traditional methods of transacting
  business to electronic commerce over the Worldwide Web.  There is
  a patent pending on this software, trademarked DynamicWeb Search
  Engine, is designed to efficiently sift through large amounts of
  information stored in traditional off-line, non-Internet files and
  to make such information suitable for delivery to the mass market
  consumer via the Internet.  The Company's software allows
  individuals and organizations to execute a wide array of<PAGE>
  <PAGE>  3
  
  transactions across the Internet, such as buying and selling
  merchandise and services.
  
  The Registrant has minimal assets at this time, but is actively
  marketing its software and believes it is positioned to make an
  impact on the Internet electronic commerce market.  To date, the
  Company's operations have consisted primarily of developing its
  products.  Revenues to date have been primarily from fees for
  providing Internet connections to their customers.  Management's
  plan of operation for the next twelve months is to expand the
  marketing of its products.  The Company will also continue to
  improve its existing products and continue with the development of
  firewall products for providing security over the Internet.  It
  also intends to develop products that produce seamless intergration
  with EDI.  These development activities will be financed through
  current working capital and from future proceeds of private
  placements.
  
  The Company's current office facilities will not provide adequate
  space for future operations.  The Company will need to purchase or
  lease larger office space.  While the Company is currently
  exploring possibilities, no plans have been finalized.  As the
  Company grows, it will need to purchase more computer equipment and
  Internet connectivity.
  
  The Company currently employs nine full time employees and one part
  time employee.  The nine full time employees are in the following
  areas of the Company:  Executive - 2; Marketing and Sales - 2 1/2;
  Research and Technical - 3; and Administration - 1 1/2.  Along with
  their executive duties, the two executives split their time among
  the various areas.  Additional employees, primarily in research and
  technical and marketing and sales, will be added as the Company
  grows.
  
  The above summary information does not purport to be complete, and
  is qualified in its entirety by reference to the Stock Purchase
  Agreement filed as Exhibit 1 to this Form 8-K.
  
  ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS
  
  On March 26, 1996, Jonathan Lassers and Annemarie L. Arias resigned
  in favor of Steven L. Vanechanos, Jr. and Steven L. Vanechanos, Sr.
  as Directors of the Registrant in accordance with the Acquisition
  Agreement.<PAGE>
  <PAGE>  4
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (a)  Financial Statements of business acquired:
  
       (1)  Audited financial statements of DynamicWeb Transaction
  Systems, Inc. for the year ended September 30, 1995.
  
       (2)  Financial Statements of DynamicWeb Enterprises, Inc. as
  of March 31, 1996 and the three and six month periods then ended
  are incorporated by reference to Form 10-QSB filed concurrently
  herewith.
  
  (b)  Pro forma financial information
  
  As discussed in Items 1 and 2 of this Report, Seahawk Capital
  Corporation ("Seahawk") acquired all of the outstanding shares of
  DynamicWeb Transaction Systems, Inc. ("DWEB").  For accounting
  purposes, the acquisition has been treated as a recapitalization of
  DWEB with DWEB as the acquirer (reverse acquisition).  The ongoing
  business of Seahawk will be that of DWEB.  As a result, the
  historical financial statements of DWEB will become the financial
  statements of Seahawk.  Further, Seahawk had no assets or
  liabilities or operations at March 26, 1996, the date of the
  transaction.  Therefore, no proforma information is provided.
  
  (c)  Exhibits
  
       Exhibit 10.14 - Stock Purchase Agreement dated March 5, 1996
  between the Registrant and the Shareholders of DynamicWeb
  Transaction Systems, Inc. (incorporated by reference to Exhibit
  10.14 filed with Registrant's Form 10-KSB for the year ended
  December 31, 1995.)
  
       Exhibit 10.14(A) - Amendment to Exhibit 10.14 dated May 14,
  1996 (incorporated by reference to Exhibit 10.14 filed with
  Registrant's Form 10-KSB for the year ended December 31, 1995.)
  
       Exhibit 10.14(B) - Amendment to Exhibit 10.14 dated June 13,
  1996 (incorporated by reference to Exhibit 10.14 filed with
  Registrant's Form 10-QSB for the period ended March 31, 1996.)
  
       Exhibit 27 - Financial Data Schedule 
  <PAGE>
  <PAGE>  5
  
  ITEM 8.  CHANGE IN FISCAL YEAR
  
  The Company has changed its fiscal year end from December 31 to
  September 30, the fiscal year end of DWEB.  As discussed in Items
  2 and 7 of this Report, the ongoing business of the Company is that
  of DWEB.  As a result, the historical financial statements of DWEB
  will become the financial statements of the Company.  Form 10-QSB
  for the period ended March 31, 1996 contained the financial
  statements of the Company for the period from October 1, 1995 to
  March 31, 1996.
   
  <PAGE>
  <PAGE>  6
                                  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  
                     DYNAMICWEB ENTERPRISES, INC.
                     (formerly known as Seahawk Capital Corporation)
  
  
  
                BY: /S/STEVEN VANECHANOS, JR.
                    ------------------------------ 
                       STEVEN VANECHANOS, JR.
                       President, Principal Executive Officer and
                       Principal Financial Officer
  
  
                         INDEPENDENT AUDITORS' REPORT
  
  
  Board of Directors and Stockholders DynamicWeb Transaction Systems, Inc.
  
  We have audited the accompanying balance sheet of DynamicWeb Transaction Systems
  Inc. (a development stage company) as of September 30, 1995 and the related
  statements of operations, stockholders' deficiency and cash flows for the period
  February 1, 1995 (date of inception) to September 30, 1995.  These financial
  statements are the responsibility of the Company's management.  Our
  responsibility is to express an opinion on these financial statements based on
  our audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  Those standards require that we plan and perform the audit to obtain reasonable
  assurance about whether the financial statements are free of material
  misstatement.  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 that our audit provides a reasonable basis for our opinion.
  
  In our opinion, the financial statements referred to above present fairly, in
  all material respects, the financial position of DynamicWeb Transaction Systems,
  Inc. as of September 30, 1995 and the results of its operations and its cash
  flows for the period February 1, 1995 (date of inception) to September 30, 1995
  in conformity with generally accepted accounting principles.
  
  
  
  
                                                           /s/Allen G. Roth
  
                                                              Allen G. Roth, P.A.
  
  
  
  
  
  
  New York, New York
  March 26, 1996
  
  <PAGE>
                    DYNAMICWEB TRANSACTION SYSTEMS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                             SEPTEMBER 30, 1995
  
  <TABLE>
  
  
                                  ASSETS
  <S>                                                            <C>      <C>
  CURRENT ASSETS
      Cash                                                                 $    84
      Accounts receivable, less allowance for doubtful accounts of $400      1,370
                                                                             -----
                       TOTAL CURRENT ASSETS                                  1,454
  
  PROPERTY AND EQUIPMENT, less accumulated depreciation of $657             10,609
  
  OTHER ASSETS                                                                 245
                                                                           -------
                                                                           $12,308
                                                                           =======
  
                       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  
  CURRENT LIABILITIES: Due to affiliate (Notes 3, 4, and 5)                $28,903
  
  STOCKHOLDERS' DEFICIENCY:
      Common stock, $. 001 par value. Authorized 15,000,000 shares;
      issued and outstanding 2,387,770 shares                    $  2,388
      Additional paid-in capital                                   10,977
      Deficit accumulated during the development stage            (29,960)
                                                                  --------
  
          TOTAL STOCKHOLDERS' DEFICIENCY                                   (16,595)
                                                                           --------
                                                                           $12,308
                                                                           =======
  </TABLE>
  
  
  
  
  
  
                      See notes to financial statements.
                                       <PAGE>
                      DYNAMICWEB TRANSACTION SYSTEMS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF OPERATIONS
              FEBRUARY 1, 1995 (INCEPTION) TO SEPTEMBER 30,1995
  
  <TABLE>
  
  <S>                                                           <C>        <C>
  SALES                                                                    $ 5,770
  
  COST AND EXPENSES:
      Cost of sales                                               $  5,066
      Selling, general and administrative expenses                  27,967
      Research and development                                      11,040
      Depreciation                                                     657
                                                                    ------
          TOTAL COSTS AND EXPENSES                                          44,730
                                                                            ------
  
  NET LOSS BEFORE INCOME TAX BENEFIT                                       (38,960)
  
  INCOME TAX BENEFIT (Note 4)                                                9,000
                                                                           -------
  
  NET LOSS                                                                ($29,960)
                                                                          ========= 
  </TABLE>
  
  
  
  
  
  
                         See notes to financial statements.
                                           <PAGE>
   
                       DYNAMICWEB TRANSACTION SYSTEMS, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' DEFICIENCY
                 FEBRUARY 1, 1995 (INCEPTION) TO SEPTEMBER 30, 1995
  
  <TABLE>
  <CAPTION>
                                                                            DEFICIT
                                         ADDITIONAL                       ACCUMULATED
                                         COMMON STOCK        PAID-IN       DURING THE
                                       SHARES    AMOUNT      CAPITAL  DEVELOPMENT
  STAGE
                                      --------  --------    ---------  -----------------
  <S>                                <C>        <C>          <C>         <C>
  BALANCE, FEBRUARY 1, 1995                  0  $      0     $     0     $      0
  
  ISSUANCE OF COMMON
   STOCK                             2,387,770     2,388      10,977
  
  NET LOSS                                                                (29,960)
                                     ------------------------------------------------
  BALANCE -
   SEPTEMBER 30, 1995                2,387,770    $2,388     $10,977     ($29,960)
                            
  ===========================================
  =====
  
  
  
  
  
  </TABLE>
  
                           See notes to financial statements
  <PAGE>
                         DYNAMICWEB TRANSACTION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                                STATEMENT OF CASH FLOWS
                  FEBRUARY 1, 1995 (INCEPTION) TO SEPTEMBER 30, 1995
  <TABLE>
  <S>                                                        <C>          <C>
  OPERATING ACTIVITIES:
      Net loss                                                            ($29,960)
      Adjustments to reconcile net loss to net cash used in operating
      activities:
          Depreciation                                                         657
          Provision for bad debts                                              400
          Changes in assets and liabilities:
              Accounts receivable                                           (1,770)
              Other assets                                                    (245)
                                                                           ---------  
                  Net cash used in operating activities                    (30,918)
                                                                           =========
  INVESTING ACTIVITIES:
      Purchases of equipment                                               (11,266)
  
  FINANCING ACTIVITIES:
      Loans from affiliate                                       $28,903
      Issuance of common stock                                    13,365
                                                                 -------
          Net cash provided by financing activities                         42,268
                                                                            -------
  NET INCREASE IN CASH                                                          84
      Balance, February 1, 1995                                                  0
                                                                            -------
      Balance, September 30, 1995                                          $    84
                                                                            =======
  SUPPLEMENTAL DISCLOSURES:
      Cash paid during the year for:
          Interest                                                              $0
          Income taxes                                                          $0
  
  </TABLE>
  
                          See notes to financial statements.
  <PAGE>
                         DYNAMICWEB TRANSACTION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                                   SEPTEMBER 30,1995
  
  
  1.  Basis of Presentation
  
  On February 1, 1995 Megascore, Inc. ("Megascore") a computer software company,
  initiated research activities for the purpose of developing software to
  facilitate the exchange of information and the conducting of electronic commerce
  over the Internet.  In February 7, 1996 that business and the related net assets
  were acquired by DynamicWeb Transaction Systems, Inc. ("The Company") in
  exchange for 2,387,770 common shares which were concurrently distributed
  pro-rata to Megascore shareholders.  Accordingly, the Company and Megascore
  became separate entities under common control.  The financial statements give
  retroactive effect to this transaction.
  
  At September 30, 1995 the Company was in the development stage.
  
  2.  Significant Accounting Policies
  
  Property and Equipment
  
  Property and equipment are stated at cost.  Maintenance and repairs are expensed
  as incurred.  Depreciation is provided using the straight-line method over five
  years, the estimated useful life of such assets.
  
  Revenues
  
  The Company provides access to the Internet and related technology support
  services to its customers.  Revenues from these services are recognized as the
  services are provided.
  
  Research and Development Costs
  
  Research and development costs are charged to expense as incurred.
  
  3.  Due to Affiliate
  
  The amount due to affiliate results primarily from advances made by Megascore on
  behalf of the Company to finance the Company's operations for the year ended
  September 30, 1995.
  
  4.  Income Taxes
  
  Federal and state income tax benefits resulting from the Company's pre-tax loss
  for the year ended September 30, 1995 were computed as if the Company bad filed
  separate tax returns from that of its affiliated entity, Megascore.  Such
  benefits were computed using a combined effective tax rate of 22.65 percent.  
  The resultant tax benefit of $9,000 was offset against the amount due to
  affiliate at September 30,1995.
  
  5.  Related Party Transactions
  
  The Company shared space and facilities with Megascore, rent free, during the
  year ended September 30, 1995.  Under this arrangement a portion of the 
  occupancy costs, salaries and administrative expenses paid by Megascore were 
  allocated to the Company in lieu of rent.  Such costs amounted to $11,239 for
  the above period.
  
  6.  Acquisition
  
  On March 26, 1996 the Company was acquired by Seahawk Capital Corporation, a
  publicly held corporation.  The Company received 93 percent of Seahawk's
  outstanding common shares (5,723,631 shares) in exchange for all of the
  Company's outstanding common shares.  For accounting purposes the transaction is
  treated as a recapitalization of
  <PAGE>
                         DYNAMICWEB TRANSACTION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                                   SEPTEMBER 30,1995
                                        (Cont.)
  
  the Company, with the Company deemed to be the acquirer.  Accordingly, the
  historical financial statements prior to March 26, 1996 will be those of the
  Company after financial statements are issued for a period which includes the
  date of the acquisition.
  
  Pro forma information is not presented as the transaction was not a business
  combination.  Seahawk had no assets at March 26, 1996 and generated no revenues
  for both the year ended December 31, 1995 and for the period January 1, 1996 to
  March 26, 1996 while incurring expenses of  $283,000 and $39,000 during these
  respective periods.
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text: 1
                      SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C. 20549
  
                                   FORM 8-K
  
               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934
  
  Date of Report (Date of earliest event reported):  March 26, 1996
  
                         DYNAMICWEB ENTERPRISES, INC.
            (Exact Name of Registrant as specified in its charter)
  
  New Jersey                            0-10039                   22-2267658
  (State or other                     (Commission             (I.R.S. Employer)
  jurisdiction of incorporation)      File Number)           Identification No.)
  
                        1033 Route 46 East, Suite A-102
                           Clifton, New Jersey 07013
                   (Address of Principal Executive Offices)
  
                Registrant's Telephone Number:  (201) 777-7666
  
                          SEAHAWK CAPITAL CORPORATION
                      1010 Kings Highway South, Suite 1-D
                         Cherry Hill, New Jersey 08034
           (Former Name and Address of Principal Executive Offices)
  2
                                   FORM 8-K
  
  ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
  
  See Item 2 of this Report relating to the Registrant's acquisition
  of DynamicWeb Transactions Systems, Inc. and related changes in
  control.
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  On March 26, 1996, the Registrant acquired 100% of the common stock
  of DynamicWeb Transaction Systems, Inc. in exchange for 7,168,631
  (later amended to 5,723,621), post-split shares of the Registrant. 
  The acquisition was approved by the Shareholders at a shareholder's
  meeting held on March 26, 1996.
  
  As a pre-requisite to the acquisition, the Registrant effected a 1-
  for-100 reverse stock split on March 5, 1996.  As a consequence of
  such reverse split the Registrant's symbol was temporarily changed
  to "SEAKD", and the post-split stock was assigned the CUSIP Number
  812014-20-7.  However, on May 14, 1996, the Company amended its
  Certificate of Incorporation changing the Registrant's name to
  DynamicWeb Enterprises, Inc. (the "Company") and increasing the
  authorized number of shares to 50,000,000, $.0001 par value.  As a
  result of the name change, the Registrant's symbol was changed and
  is currently "DWEB" and the CUSIP Number is 268060-10-0.
  
  A condition of the acquisition was that the management of the
  Registrant resign in favor of the new management of DynamicWeb
  Transaction Systems, Inc.  The new management of the Registrant
  took control on March 26, 1996.
  
  The Company is engaged in the development of integrated application
  software for information exchange and electronic commerce over the
  Internet.  The Company developed a family of products designed to
  ease the transition from traditional methods of transacting
  business to electronic commerce over the Worldwide Web.  There is
  a patent pending on this software, trademarked DynamicWeb Search
  Engine, is designed to efficiently sift through large amounts of
  information stored in traditional off-line, non-Internet files and
  to make such information suitable for delivery to the mass market
  consumer via the Internet.  The Company's software allows
  individuals and organizations to execute a wide array of
  3
  
  transactions across the Internet, such as buying and selling
  merchandise and services.
  
  The Registrant has minimal assets at this time, but is actively
  marketing its software and believes it is positioned to make an
  impact on the Internet electronic commerce market.  To date, the
  Company's operations have consisted primarily of developing its
  products.  Revenues to date have been primarily from fees for
  providing Internet connections to their customers.  Management's
  plan of operation for the next twelve months is to expand the
  marketing of its products.  The Company will also continue to
  improve its existing products and continue with the development of
  firewall products for providing security over the Internet.  It
  also intends to develop products that produce seamless intergration
  with EDI.  These development activities will be financed through
  current working capital and from future proceeds of private
  placements.
  
  The Company's current office facilities will not provide adequate
  space for future operations.  The Company will need to purchase or
  lease larger office space.  While the Company is currently
  exploring possibilities, no plans have been finalized.  As the
  Company grows, it will need to purchase more computer equipment and
  Internet connectivity.
  
  The Company currently employs nine full time employees and one part
  time employee.  The nine full time employees are in the following
  areas of the Company:  Executive - 2; Marketing and Sales - 2 1/2;
  Research and Technical - 3; and Administration - 1 1/2.  Along with
  their executive duties, the two executives split their time among
  the various areas.  Additional employees, primarily in research and
  technical and marketing and sales, will be added as the Company
  grows.
  
  The above summary information does not purport to be complete, and
  is qualified in its entirety by reference to the Stock Purchase
  Agreement filed as Exhibit 1 to this Form 8-K.
  
  ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS
  
  On March 26, 1996, Jonathan Lassers and Annemarie L. Arias resigned
  in favor of Steven L. Vanechanos, Jr. and Steven L. Vanechanos, Sr.
  as Directors of the Registrant in accordance with the Acquisition
  Agreement.
  4
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (a)  Financial Statements of business acquired:
  
       (1)  Audited financial statements of DynamicWeb Transaction
  Systems, Inc. for the year ended September 30, 1995.
  
       (2)  Financial Statements of DynamicWeb Enterprises, Inc. as
  of March 31, 1996 and the three and six month periods then ended
  are incorporated by reference to Form 10-QSB filed concurrently
  herewith.
  
  (b)  Pro forma financial information
  
  As discussed in Items 1 and 2 of this Report, Seahawk Capital
  Corporation ("Seahawk") acquired all of the outstanding shares of
  DynamicWeb Transaction Systems, Inc. ("DWEB").  For accounting
  purposes, the acquisition has been treated as a recapitalization of
  DWEB with DWEB as the acquirer (reverse acquisition).  The ongoing
  business of Seahawk will be that of DWEB.  As a result, the
  historical financial statements of DWEB will become the financial
  statements of Seahawk.  Further, Seahawk had no assets or
  liabilities or operations at March 26, 1996, the date of the
  transaction.  Therefore, no proforma information is provided.
  
  (c)  Exhibits
  
       Exhibit 10.14 - Stock Purchase Agreement dated March 5, 1996
  between the Registrant and the Shareholders of DynamicWeb
  Transaction Systems, Inc. (incorporated by reference to Exhibit
  10.14 filed with Registrant's Form 10-KSB for the year ended
  December 31, 1995.)
  
       Exhibit 10.14(A) - Amendment to Exhibit 10.14 dated May 14,
  1996 (incorporated by reference to Exhibit 10.14 filed with
  Registrant's Form 10-KSB for the year ended December 31, 1995.)
  
       Exhibit 10.14(B) - Amendment to Exhibit 10.14 dated June 13,
  1996 (incorporated by reference to Exhibit 10.14 filed with
  Registrant's Form 10-QSB for the period ended March 31, 1996.)
  
       Exhibit 27 - Financial Data Schedule
  5
  
  ITEM 8.  CHANGE IN FISCAL YEAR
  
  The Company has changed its fiscal year end from December 31 to
  September 30, the fiscal year end of DWEB.  As discussed in Items
  2 and 7 of this Report, the ongoing business of the Company is that
  of DWEB.  As a result, the historical financial statements of DWEB
  will become the financial statements of the Company.  Form 10-QSB
  for the period ended March 31, 1996 contained the financial
  statements of the Company for the period from October 1, 1995 to
  March 31, 1996.
  6
                                  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                     DYNAMICWEB ENTERPRISES, INC.
                     (formerly known as Seahawk Capital Corporation)
  
                BY: /S/STEVEN VANECHANOS, JR.
                    ------------------------------ 
                       STEVEN VANECHANOS, JR.
                       President, Principal Executive Officer and
                       Principal Financial Officer
  
                         INDEPENDENT AUDITORS' REPORT
  
  Board of Directors and Stockholders DynamicWeb Transaction Systems, Inc.
  
  We have audited the accompanying balance sheet of DynamicWeb Transaction Systems
  Inc. (a development stage company) as of September 30, 1995 and the related
  statements of operations, stockholders' deficiency and cash flows for the period
  February 1, 1995 (date of inception) to September 30, 1995.  These financial
  statements are the responsibility of the Company's management.  Our
  responsibility is to express an opinion on these financial statements based on
  our audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  Those standards require that we plan and perform the audit to obtain reasonable
  assurance about whether the financial statements are free of material
  misstatement.  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 that our audit provides a reasonable basis for our opinion.
  
  In our opinion, the financial statements referred to above present fairly, in
  all material respects, the financial position of DynamicWeb Transaction Systems,
  Inc. as of September 30, 1995 and the results of its operations and its cash
  flows for the period February 1, 1995 (date of inception) to September 30, 1995
  in conformity with generally accepted accounting principles.
  
                                                           /s/Allen G. Roth
  
                                                              Allen G. Roth, P.A.
  
  New York, New York
  March 26, 1996
  DYNAMICWEB TRANSACTION SYSTEMS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                             SEPTEMBER 30, 1995
  
                                  ASSETS
  CURRENT ASSETS
      Cash                                                                 $    84
      Accounts receivable, less allowance for doubtful accounts of $400      1,370
                                                                             -----
                       TOTAL CURRENT ASSETS                                  1,454
  
  PROPERTY AND EQUIPMENT, less accumulated depreciation of $657             10,609
  
  OTHER ASSETS                                                                 245
                                                                           -------
                                                                           $12,308
                                                                           =======
  
                       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  
  CURRENT LIABILITIES: Due to affiliate (Notes 3, 4, and 5)                $28,903
  
  STOCKHOLDERS' DEFICIENCY:
      Common stock, $. 001 par value. Authorized 15,000,000 shares;
      issued and outstanding 2,387,770 shares                    $  2,388
      Additional paid-in capital                                   10,977
      Deficit accumulated during the development stage            (29,960)
                                                                  --------
  
          TOTAL STOCKHOLDERS' DEFICIENCY                                   (16,595)
                                                                           --------
                                                                           $12,308
                                                                           =======
  See notes to financial statements.
  DYNAMICWEB TRANSACTION SYSTEMS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF OPERATIONS
              FEBRUARY 1, 1995 (INCEPTION) TO SEPTEMBER 30,1995
  SALES                                                                    $ 5,770
  
  COST AND EXPENSES:
      Cost of sales                                               $  5,066
      Selling, general and administrative expenses                  27,967
      Research and development                                      11,040
      Depreciation                                                     657
                                                                    ------
          TOTAL COSTS AND EXPENSES                                          44,730
                                                                            ------
  
  NET LOSS BEFORE INCOME TAX BENEFIT                                       (38,960)
  
  INCOME TAX BENEFIT (Note 4)                                                9,000
                                                                           -------
  
  NET LOSS                                                                ($29,960)
                                                                          =========
  See notes to financial statements.
  DYNAMICWEB TRANSACTION SYSTEMS, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' DEFICIENCY
                 FEBRUARY 1, 1995 (INCEPTION) TO SEPTEMBER 30, 1995
  DEFICIT
                                         ADDITIONAL                       ACCUMULATED
                                         COMMON STOCK        PAID-IN       DURING THE
                                       SHARES    AMOUNT      CAPITAL  DEVELOPMENT
  STAGE
                                      --------  --------    ---------  -----------------
  BALANCE, FEBRUARY 1, 1995                  0  $      0     $     0     $      0
  
  ISSUANCE OF COMMON
   STOCK                             2,387,770     2,388      10,977
  
  NET LOSS                                                                (29,960)
                                     ------------------------------------------------
  BALANCE -
   SEPTEMBER 30, 1995                2,387,770    $2,388     $10,977     ($29,960)
                            
  ===========================================
  =====
  See notes to financial statements
  DYNAMICWEB TRANSACTION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                                STATEMENT OF CASH FLOWS
                  FEBRUARY 1, 1995 (INCEPTION) TO SEPTEMBER 30, 1995
  OPERATING ACTIVITIES:
      Net loss                                                            ($29,960)
      Adjustments to reconcile net loss to net cash used in operating
      activities:
          Depreciation                                                         657
          Provision for bad debts                                              400
          Changes in assets and liabilities:
              Accounts receivable                                           (1,770)
              Other assets                                                    (245)
                                                                           ---------  
                  Net cash used in operating activities                    (30,918)
                                                                           =========
  INVESTING ACTIVITIES:
      Purchases of equipment                                               (11,266)
  
  FINANCING ACTIVITIES:
      Loans from affiliate                                       $28,903
      Issuance of common stock                                    13,365
                                                                 -------
          Net cash provided by financing activities                         42,268
                                                                            -------
  NET INCREASE IN CASH                                                          84
      Balance, February 1, 1995                                                  0
                                                                            -------
      Balance, September 30, 1995                                          $    84
                                                                            =======
  SUPPLEMENTAL DISCLOSURES:
      Cash paid during the year for:
          Interest                                                              $0
          Income taxes                                                          $0
  See notes to financial statements.
  DYNAMICWEB TRANSACTION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                                   SEPTEMBER 30,1995
  
  1.  Basis of Presentation
  
  On February 1, 1995 Megascore, Inc. ("Megascore") a computer software company,
  initiated research activities for the purpose of developing software to
  facilitate the exchange of information and the conducting of electronic commerce
  over the Internet.  In February 7, 1996 that business and the related net assets
  were acquired by DynamicWeb Transaction Systems, Inc. ("The Company") in
  exchange for 2,387,770 common shares which were concurrently distributed
  pro-rata to Megascore shareholders.  Accordingly, the Company and Megascore
  became separate entities under common control.  The financial statements give
  retroactive effect to this transaction.
  
  At September 30, 1995 the Company was in the development stage.
  
  2.  Significant Accounting Policies
  
  Property and Equipment
  
  Property and equipment are stated at cost.  Maintenance and repairs are expensed
  as incurred.  Depreciation is provided using the straight-line method over five
  years, the estimated useful life of such assets.
  
  Revenues
  
  The Company provides access to the Internet and related technology support
  services to its customers.  Revenues from these services are recognized as the
  services are provided.
  
  Research and Development Costs
  
  Research and development costs are charged to expense as incurred.
  
  3.  Due to Affiliate
  
  The amount due to affiliate results primarily from advances made by Megascore on
  behalf of the Company to finance the Company's operations for the year ended
  September 30, 1995.
  
  4.  Income Taxes
  
  Federal and state income tax benefits resulting from the Company's pre-tax loss
  for the year ended September 30, 1995 were computed as if the Company bad filed
  separate tax returns from that of its affiliated entity, Megascore.  Such
  benefits were computed using a combined effective tax rate of 22.65 percent.  
  The resultant tax benefit of $9,000 was offset against the amount due to
  affiliate at September 30,1995.
  
  5.  Related Party Transactions
  
  The Company shared space and facilities with Megascore, rent free, during the
  year ended September 30, 1995.  Under this arrangement a portion of the 
  occupancy costs, salaries and administrative expenses paid by Megascore were 
  allocated to the Company in lieu of rent.  Such costs amounted to $11,239 for
  the above period.
  
  6.  Acquisition
  
  On March 26, 1996 the Company was acquired by Seahawk Capital Corporation, a
  publicly held corporation.  The Company received 93 percent of Seahawk's
  outstanding common shares (5,723,631 shares) in exchange for all of the
  Company's outstanding common shares.  For accounting purposes the transaction is
  treated as a recapitalization of
  DYNAMICWEB TRANSACTION SYSTEMS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                                   SEPTEMBER 30,1995
                                        (Cont.)
  
  the Company, with the Company deemed to be the acquirer.  Accordingly, the
  historical financial statements prior to March 26, 1996 will be those of the
  Company after financial statements are issued for a period which includes the
  date of the acquisition.
  
  Pro forma information is not presented as the transaction was not a business
  combination.  Seahawk had no assets at March 26, 1996 and generated no revenues
  for both the year ended December 31, 1995 and for the period January 1, 1996 to
  March 26, 1996 while incurring expenses of  $283,000 and $39,000 during these
  respective periods.