UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-QSB
(Mark One)
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended November 30, 2006.
or
o | 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 333-135233
CRUISESTOCK, INC.
(Exact name of registrant as specified in its charter)
| 87-0700927 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) | |
| | |
5313-B FM West #224, Houston, Texas | 77069 |
| (Address of principal executive offices) | (Zip Code) |
(281) 350-1173
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 19, 2006: 24,000,000 shares of common stock.
CRUISESTOCK, INC.
FINANCIAL STATEMENTS
INDEX
PART I-- FINANCIAL INFORMATION
| Item 1. | Financial Statements |
| | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition |
| | |
| Item 3. | Control and Procedures |
PART II-- OTHER INFORMATION
| Item 1. | Legal Proceedings |
| | |
| Item 2. | Changes in Securities |
| | |
| Item 3. | Defaults Upon Senior Securities |
| | |
| Item 4. | Submission of Matters to a Vote of Security Holders |
| | |
| Item 5. | Other Information |
| | |
| Item 6. | Exhibits and Reports on Form 8-K |
SIGNATURE
Item 1. Financial Information
CRUISESTOCK, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
| ASSETS | | November 30, 2006 | | August 31, 2006 | |
| | | | | | |
| Assets | | | | | |
| Cash | | $ | 35,564 | | $ | 40,379 | |
| Fixed assets, net of accumulated depreciation of $1,015 and $766 | | | 1,969 | | | 2,218 | |
| | | | | | | | |
| TOTAL ASSETS | | | 37,533 | | | 42,597 | |
| | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| | | | | | | | |
| Current liabilities | | $ | - | | $ | - | |
| | | | | | | | |
| STOCKHOLDERS’ EQUITY: | | | | | | | |
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | | | - | | | - | |
Class A common stock, $.01 par value, 100,000,000 shares authorized, 24,000,000 shares issued and outstanding | | | 24,000 | | | 24,000 | |
| | | | | | | | |
| Additional paid in capital | | | 56,000 | | | 56,000 | |
| Deficit accumulated during the development stage | | | (42,467 | ) | | (37,403 | ) |
| Total Stockholders’ Equity | | | 37,533 | | | 42,597 | |
| | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 37,533 | | $ | 42,597 | |
See accompanying notes to financial statements.
CRUISESTOCK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Three Months Ended November 30, 2006 and For the Periods from October 11, 2005 (Inception) to November 30, 2005 and 2006
(Unaudited)
| | | Three Months Ended | | Inception to | | Inception to | |
| | | November 30, | | November 30, | | November 30, | |
| | | 2006 | | 2005 | | 2006 | |
| | | | | | | | |
| Revenue | | $ | 2,954 | | $ | - | | $ | 9,626 | |
| | | | | | | | | | | |
| General and administrative | | | 7,769 | | | 23,337 | | | 51,078 | |
| Depreciation expense | | | 249 | | | - | | | 1,015 | |
| | | | | | | | | | | |
| Net loss | | $ | (5,064 | ) | $ | (23,337 | ) | $ | (42,467 | ) |
| | | | | | | | | | | |
| Net loss per share: | | | | | | | | | | |
| Basic and diluted | | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | | | |
| Basic and diluted | | | 24,000,000 | | | 20,300,000 | | | | |
See accompanying notes to financial statements.
CRUISESTOCK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY
Period from October 11, 2005 (Inception) through November 30, 2006
(Unaudited)
| | | Class A common stock | | Additional | | Deficit accumulated during the development | | | |
| | | Shares | | Amount | | paid in capital | | stage | | Total | |
Issuance of class A common - Founder for $.002 per share at inception | | | 10,000,000 | | $ | 10,000 | | | 10,000 | | | | | $ | 20,000 | |
- Founder for $.002 per share for cash at inception | | | 10,000,000 | | | 10,000 | | | 10,000 | | | | | | 20,000 | |
- Investors from October 2005 to May 2006 at $.01 per share for cash | | | 4,000,000 | | | 4,000 | | | 36,000 | | | | | | 40,000 | |
| Net loss | | | | | | | | | | | $ | (37,403 | ) | | (37,403 | ) |
| Balance, August 31, 2006 | | | 24,000,000 | | $ | 24,000 | | $ | 56,000 | | $ | (37,403 | ) | $ | 42,597 | |
| | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | $ | (5,064 | ) | | (5,064 | ) |
| Balance, November 30, 2006 | | | 24,000,000 | | | 24,000 | | $ | 56,000 | | $ | (42,467 | ) | | 37,533 | |
See accompanying notes to financial statements.
CRUISESTOCK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Three Months Ended November 30, 2006 and For the Periods from October 11, 2005 (Inception) to November 30, 2005 and 2006
(Unaudited)
| | | Three Months Ended | | Inception to | | Inception to | |
| | | November 30, 2006 | | November 30, 2005 | | November 30, 2006 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net deficit accumulated during the development stage | | $ | (5,064 | ) | $ | (23,337 | ) | $ | (42,467 | ) |
Adjustments to reconcile net loss to cash used in operating activities: Depreciation | | | 249 | | | - | | | 1,015 | |
| Stock issued for services | | | - | | | 20,000 | | | 20,000 | |
| | | | | | | | | | | |
| NET CASH USED IN OPERATING ACTIVITIES | | | (4,815 | ) | | (3,337 | ) | | (21,452 | ) |
| | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
| Purchase of fixed assets | | | - | | | (704 | ) | | (2,984 | ) |
| | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
| Proceeds from sale of stock | | | - | | | 27,500 | | | 60,000 | |
| | | | | | | | | | | |
| NET CHANGE IN CASH | | | (4,815 | ) | | 23,459 | | | 35,564 | |
| Cash balance, beginning | | | 40,379 | | | - | | | - | |
| Cash balance, ending | | $ | 35,564 | | $ | 23,459 | | $ | 35,564 | |
| | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURES: | | | | | | | | | | |
| Interest paid | | $ | - | | $ | - | | $ | - | |
| Income taxes paid | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | |
See accompanying notes to financial statements.
CRUISESTOCK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited interim financial statement of Cruisestock, Inc, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Cruisestock’s Annual Report filed with the SEC on Form 10KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2006 as reported in the Form 10KSB have been omitted.
Item 2. Plan of Operation
Ivette Hunsinger, our founder and former sole officer and director, acquired a travel franchise from Cruise Planners, Inc. in September 2005. Cruise Planners, Inc. is established as one of the most highly professional, reputable, and well known companies in the cruise industry with over 500 franchisees in 42 states nationwide. Ms. Hunsinger contributed the franchise to us when we were formed in October of 2005. Cruise Planners is one of the largest travel franchisors and currently has over 600 franchisees. The franchise agreement allows world wide marketing territory. Cruisestock can book cruises and travel throughout the world, however, we plan to concentrate our marketing to the local Houston, Texas market.
On December 12, 2006, pursuant to the terms of a Release and Settlement Agreement, Ivette Hunsinger transferred her 20,000,000 shares of the issued and outstanding common stock of Cruisestock, Inc. to Ruth Shepley. Pursuant to same, Ivette Hunsinger resigned as a member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary, effective December 12, 2006. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ruth Shepley was appointed as a member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary, each as of December 12, 2006.
We earn a fee of 14% to 16% of the commissionable cruise cost on a cruise, of which 3% is paid to the franchisor Cruise Planners. We earn a commission of 5% to 14% for booking ground tours, land packages and hotels. We anticipate 70% or more of our revenues will come from cruises.
We have a policy of giving a 5% discount on cruises and land packages to shareholders of our stock that demonstrate they own 1000 shares or more at the time of booking and departing. We believe this will help to build shareholder loyalty and give us a market edge that many other travel agents do not enjoy. To date we have booked cruises and land packages worth almost $98,000. Cruises and land packages commissions are paid after the trips are completed. We have also sold 10 insurance policies. Insurance polices pay 20 - 30 % commissions and these are paid immediately. We have booked a number of cruises that will not occur for several months, since we are paid only when the cruises are completed by our clients this may have a negative effect on our cash flow.
We also market through our web site travelwithsavy.com. It is backed into the Cruise Planner website and when an individual searches for a travel agent in Houston, Texas, we are the only Cruise Planner franchisee.
Plan of Operations
During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:
We have not been successful in our plan to hire an assistant. Ruth Shepley is unable to devote more than 10 to 15 hours per month to management of the business and therefore if we are not successful in hiring an assistant we may need to significantly change our plan of operations..
We have not been successful in raising additional capital. Without additional capital we may not be able to buy sufficient customer leads from our franchisor, and we will be unable to other acquire other franchise operations. The potential to purchase failing franchises was to be a major component of our planned growth.
Our business plan called for us to spend approximately $1,000 per month for marketing. However, to date, our limited working capital has not been sufficient enough to fund the planned marketing expenses.
Ms. Shepley will not take a salary unless the company is successful in raining additional capital.
Results of Operations
For the period from inception ending November 30, 2006, we received revenue of $9,626. Expenses for the same period totaled $52,093 resulting in a loss of $42,467. Expenses of $52,093 for the period consisted mostly of general and administrative expenses and some depreciation expense. If we are not successful in increasing the number of cruises booked or raising additional funds, our working capital may not be sufficient for the next 12 months.
Capital Resources and Liquidity
As of November 30, 2006 we had $35,564 in cash. Our general and administrative expenses are expected to average $3,500 per month for the next 12 months. As of November 30, 2006 we received a total of $60,000 from financing activities from the sale of shares by us pursuant to an exemption from registration at Regulation D Rule 506 of the Securities Act of 1933.
If we do not significantly increase our business or raise additional capital we may not have sufficient working capital to execute our business plan.
We anticipate that our operational as well as general and administrative expenses for the next 12 months will total $42,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant changes in the number of employees although depending on if financing is raised we may add additional marketing assistants. We do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the increase in overhead expense. At this time we have not entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we would then not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our online marketing services to cover our operating expenses.
To date we have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to pursue our plan of operations and commence generating sufficient revenue to expand out business operation. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. If we can not raise funds in the immediate future, we intend to cease the pursuit of our business plan and actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures.
Item 3. Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of November 30, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Specifically, our auditors expressed concern over our ability to properly record equity transactions, depreciation, and prior period audit adjustments. We intend to train our accounting staff to rectify these issues, to formalize and document the procedures already in place, and establish a disclosure committee.
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending November 30, 2006, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
(b) Reports of Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| | CRUISESTOCK, INC. |
| | Registrant |
| | |
Date: January 23, 2007 | By:/s/ Ruth Shepley |
| | Ruth Shepley |
| | President, Chief Executive Officer, |
| | Chairman of Board of Directors |
