SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended
September 30, 1998
[ ] 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 33-61894-FW
STARSHIP CRUISE LINE, INC.
(Exact Name of small Business issues as specified in its Charter)
EMERGING BETA CORPORATION
(Former Name)
Delaware 72-1235450
(State or other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.)
220 Camp Street, New Orleans, Louisiana 70130
(Address of Principal Executive Offices) (Zip Code)
(504) 524-1801
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the
Registrant was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
Common Stock, $1.00 par value 43,600
- ---------------------------------- -------------------
Title of Class Number of Shares outstanding
at September 30, 1998
Exhibit Index - NONE.
STARSHIP CRUISE LINE, INC.
(A Company in the Development Stage)
BALANCE SHEETS
ASSETS
September 30, March 31,
1998 1998
Current Assets
Cash and cash equivalents $ 54,863 $ 290,457
Interest Receivable -- --
Total Current Assets 54,863 290,457
Project Design Costs 237,860 9,156
Other Assets - organization costs 140 280
Total Assets $ 292,863 $ 299,893
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 440 $ 5,502
Stockholders' Equity:
Preferred Stock, $1.00 par value;
2,000,000 shares authorized;
no shares subscribed, issued
and outstanding -- --
Common Stock, $1.00 par value; 20,000,000 shares
authorized; 43,600 shares issued and outstanding 43,600 43,600
Additional Paid-in Capital 252,231 252,231
Accumulated Deficit (3,408) (1,440)
Total Stockholders' Equity 292,423 294,391
Total Liabilities and Stockholders' Equity $ 292,863 $ 299,893
The accompanying notes are an integral part of these
financial statements.
2
STARSHIP CRUISE LINE, INC.
(A Company in the Development Stage)
STATEMENT OF OPERATIONS
FOR THE FOR THE FOR THE FOR THE
SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
REVENUES -
Interest Income $ 4,730 $ 8,207 $ 1,065 $ 4,178
COSTS AND EXPENSES
General and Administrative 6,698 6,792 3,043 3,008
TOTAL COSTS AND EXPENSES 6,698 6,792 3,043 3,008
NET INCOME (LOSS) (1,968) 1,415 (1,978) 1,170
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 43,600 43,600 43,600 43,600
INCOME (LOSS) PER
COMMON SHARE $ (.05) $ .03 $ (.05) $ .03
The accompanying notes are an integral part of
these financial statements.
3
STARSHIP CRUISE LINE, INC.
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS
FOR THE FOR THE FOR THE FOR THE
SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (1,968) $ 1,415 $ (1,978) $ 1,170
Add item not affecting
cash-amortization 140 140 70 70
Adjustments to reconcile
net income (loss)
to net cash used by
operating activities
(Increase) decrease in
project design cost (228,704) __ (227,103) --
(Increase) decrease
interest receivable -- 1,203 1,085 (884)
Increase (decrease) in
accounts payable (5,062) (1,050) (1,200)
INCREASE (DECREASE) IN CASH (235,594) 1,708 (229,126) 356
CASH BALANCE - BEGINNING 290,457 290,600 283,889 291,952
CASH BALANCE - ENDING $ 54,863 $ 292,308 $ 54,863 $ 292,308
The accompanying notes are an integral part of
these financial statements.
4
STARSHIP CRUISE LINE, INC.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
(All information as of September 30, 1998 and 1997 is unaudited)
1. DESCRIPTION OF ORGANIZATION
Starship Cruise Line, Inc., formerly, Emerging Beta Corporation (the
"Company") is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. The Company was
incorporated under the laws of the State of Delaware on February 10,
1993, for the purpose of seeking out business opportunities, including
acquisitions, that the board of directors, in their discretion, believe
to be good opportunities. The Company has recently entered the dinner
cruise business, see Note 4.
2. SIGNIFICANT ACCOUNTING POLICIES
Organizational costs relating to the expenses of incorporation will be
amortized on a straight-line basis over five years.
The financial statements for the three and six months ended September 30,
1998 and 1997 are unaudited, but in the opinion of the management of the
Company, contain all adjustments, consisting of only normal recurring
accruals, necessary to present fairly the financial position at September
30, 1998, the results of operations for the three and six months ended
September 30, 1998 and 1997 and the cash flows for the three and six
months ended September 30, 1998 and 1997.
The results of operations for the six months ended September 30, 1998 are
not necessarily indicative of the results of operations to be expected
for the full fiscal year ending March 31, 1999.
3. RELATED PARTY TRANSACTIONS
The Company pays a consulting fee to the Vice President of Finance for
financial services which includes office space and clerical services. In
the six months ended September 30, 1998, $4,500 in consulting fees (See
Item 2 below) was billed to the Company.
4. PROJECT DESIGN COSTS
The Company is planning a dinner cruise vessel to operate on the
Mississippi Gulf Coast in support of the gaming and resort industry.
Costs to date include architects' evaluation and design and interior
planning of the vessel. The total estimated cost of the project is $5.8
million. The company is in the process of exploring alternatives for
obtaining both debt and equity financing for the project. The Company
began construction on the vessel in July 1998.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The Company has commenced construction of a dinner cruise vessel (See
Note 4 above). General and Administrative expenses for the three and six
months ended September 30, 1998 and 1997 include $2,250 and $4,500 in
consulting fees respectively.
5
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. Certificate of Incorporation and Bylaws
3.1 Restated Certificate of Incorporation*
3.2 Bylaws*
3.3 Proposed Certificate of Amendment to the Restated Certificate
of Incorporation*
3.4 Amendment to Certificate of Incorporation (Name Change) Filed
herewith.
10. Material Contracts
10.1 1993 Stock Option Plan*
10.2 Form of Stock Option Agreements with Messrs. Keenan, Killeen,
Jarrell and Chaffe with Schedule of
Details*
* Incorporated by reference to such exhibit as filed with the Company's
registration statement on Form SB-2, file no. 33- 61894-FW (the "Registration
Statement") on April 29, 1993.
(b) Reports on Form 8-K: None
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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 thereunto duly authorized.
Date: November __, 1998 By: /s/ Jerry W. Jarrell
--------------------
Jerry W. Jarrell
Chief Financial Officer (chief financial officer and
accounting officer and duly authorized officer)