1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
- --
OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT UNDER SECTION 13 OR 15(d)
------
OF THE SECURITIES EXCHANGE ACT OF 1934
(For the Quarter ended June 30, 2000)
Commission File Number 1-12689
netcruise.com, inc. And Subsidiaries
(Formerly Genisys Reservation Systems, Inc.)
(Exact Name of registrant as specified in its charter)
New Jersey 22-2719541
--------------------------------- --------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification no.)
2401 Morris Avenue, Union, New Jersey 07083
--------- -------------------------------------------
(Address of principal executive offices) (Zip Code)
(908) 810-8767
Issuer's Telephone Number including Area Code
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of June 30, 2000: 20,827,428
shares of Common Stock
Transitional Small Business Disclosure Format (check one)
Yes X No
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netcruise.com, inc. and subsidiaries
Development Stage Companies
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 December 31
2000 1999
---------------- -------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $636,642 $55,371
Royalties Receivable - GEN02
Less: Allowance for Bad Debts of $16,000 567 7,107
Prepaid Advertising 429,899 360,345
Inventory of Travel Kits 57,220 0
Prepaid expenses and other current assets 64,434 24,266
---------------- -------------------
Total Current Assets 1,188,762 447,089
PROPERTY AND EQUIPMENT 181,000 130,762
COMPUTER SOFTWARE, TECHNOLOGY LICENSE AND
RELATED ASSETS, LESS ACCUMULATED AMORTIZATION 1,623,011 1,748,289
OTHER ASSETS 73,914 133,120
---------------- -------------------
$3,066,687 $2,459,260
================ ===================
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Current maturities of Long Term Debt $0 $622,500
Accounts payable and accrued expenses 414,219 516,316
Accrued interest payable - related party 0 210,586
Payable to Placement Agent 227,256 0
---------------- -------------------
Total current liabilities 641,475 1,349,402
---------------- -------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY:
Common Stock, $.0001 par value; 75,000,000 shares
authorized; issued and outstanding 21,235,025 shares (2000)
8,345,819 shares (1999) 2,123 834
Series A Preferred Stock ($0.01 per value 706,000 shares
authorized issued and outstanding 381,774 shares (1999) 0 38
Additional paid in capital 12,918,144 10,095,320
Deficit Accumulated During the Development Stage (10,495,055) (8,986,334)
---------------- -------------------
Total Stockholders Equity 2,425,212 1,109,858
---------------- -------------------
$3,066,687 $2,459,260
================ ===================
See Accompanying Notes to Consolidated Financial Statements
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netcruise.com, inc. and subsidiaries
DEVELOPMENT STAGE COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Period from
March 7, 1994
(Commencement of
Six Months Six Months Three Months Three Months Development
Ended Ended Ended Ended Stage Activites) to
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
---------------------
SERVICE REVENUES $ 182,341 $ 179,649 $ 74,223 $ 99,116 $ 599,307
EXPENSES:
Cost of Service 66,066 57,175 36,327 25,876 364,585
General and Administrative:
Payroll 385,070 399,242 210,337 209,350 3,240,852
Depreciation and Amortization 421,720 301,371 216,879 79,713 2,069,245
Professional Fees 261,080 363,703 165,022 87,324 1,776,786
Travel & Entertainment 3,884 26,636 1,226 18,129 274,584
Advertising & Promotion 78,441 30,014 7,478 24,612 358,881
Other 245,315 244,521 209,161 140,497 1,754,535
Settlement with UIT 750,000 750,000 750,000 0 750,000
Interest Expense (Income), net (14,034) (8,438) (14,910) 9,256 217,244
-------- -------- ------- ------- ---------
2,197,542 1,431,100 1,581,520 594,757 10,806,712
LOSS BEFORE EQUITY IN GEN 02, INC.
(2,015,201) (1,251,451) (1,507,297) (495,641) (10,207,405)
EQUITY IN LOSS OF GEN02, INC.
0 (361,319) 0 (167,009) (794,130)
EXTRAORDINARY ITEM-GAIN ON
TROUBLED DEBT RESTRUCTURING 506,480 - 44,045 - 506,480
NET (LOSS) INCURRED DURING
THE DEVELOPMENT STAGE (1,508,721) ($1,612,770) ($1,463,252) ($662,650) ($10,495,055)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,725,273 17,376,433 20,731,406 7,469,035 5,055,846
-------- ------------ ------------- -------- ---------
BASIC AND DILUTED LOSS PER
COMMON SHARE
Loss before extraordinary Item (0.12) (0.22) (0.07) (0.09)
Extraordinary Item 0.03 0
------- ---------- ----- ----
Net Loss (0.09) (0.07)
See Accompanying Notes to Consolidated Financial Statements
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netcruise.com, inc and subsidiaries
DEVELOPMENT STAGE COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Series A Preferred Stock Paid-in Development
Shares Par Value Shares Par Value Capital Stage Total
BALANCE - DECEMBER 31, 1999 8,345,819 $834 381,177 $ 38 $10,095,320 ($8,986,334) $1,109,858
PROCEEDS FROM PRIVATE PLACEMENT 12,508,029 1,251 - - 2,072,824 - 2,074,075
OF COMMON STOCK, NET OF EXPENSES
CONVERSION OF SERIES A
PREFERRED STOCK 381,177 38 (381,177) (38)
WARRANTS ISSUED IN CONNECTION - - - - 750,000 0 750,000
WITH UIT SETTLEMENT
NET LOSS - - - - - (1,508,721) (1,508,721)
--------- -------- --------- ---------- --------- ------------- ------------
BALANCE AT JUNE 30, 2000 21,235,025 $2,123 - $ - $12,918,144 ($10,495,055) $2,425,212
============ ========== ======= ======== =========== ============ ===========
See Accompanying Notes to Consolidated Financial Statements
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netcruise.com, inc and subsidiaries
Development Stage Companies
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Period From
March 7, 1994
(Commencement of
Development Stage
Six Months Ended Six Months Ended Activities to
------------------ ------------------
------------------ ------------------ -------------------
June 30,2000 June 30, 1999 June 30,2000
------------------ ------------------ -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,508,721) ($1,612,770) ($10,495,055)
Adjustments to reconcile net loss to net
cash flows from operating activities
Equity in loss of Gen 02, Inc. since its inception 361,319 798,654
Settlement with UIT 750,000 - 750,000
Depreciation and amoritization 421,720 301,371 2,049,634
Issuance of Common Stock for Services - - 129,473
Contribution to capital for services rendered - - 49,600
Changes in operating assets and liabilities:
Royalties Receivable 6,540 27,231 (1,473)
Prepaid expenses (109,722) (16,287) (338,453)
Inventory (57,220) (57,220)
Deposits and other 59,206 (58,497) (15,316)
Accounts payable and accrued expenses (312,683) 325,979 392,317
------------------ ------------------ -------------------
Net cash flows from operating acctivities (750,880) (671,654) (6,737,839)
------------------ ------------------ -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and software (346,680) (239,136) (2,204,030)
Acquisition of Prosoft, Inc. - - (34,601)
Acquisition of Sammys Travel World 0 6,224
Advanced to GEN 02, Inc. (99,295) (40,000)
------------------ ------------------- ------------
Net cash flows from investing activities (346,680) (338,431) (2,272,407)
------------------ ------------------ -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of Notes Payable - Related Parties - 310,000 338,674
Proceeds from public offering of common stock
and warrants net of deferred offering costs - 5,785,915
Contribution to capital - stockholder/officer - 205,400
Payments from issuance of notes payable (622,500) - 332,500
Payments under computer equipment leases - (63,076)
Proceeds from sale and lease-back - 294,644
Proceeds from sale of common stock 2,301,331 1,292,531 2,611,331
Payments of 10% promissory notes - (46,000)
Other - 187,500
------------------ ------------------ -------------------
Net cash flows from financing activities 1,678,831 1,602,531 9,646,888
------------------ ------------------ -------------------
NET CHANGE IN CASH AND EQUIVALENTS 581,271 592,446 636,642
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 55,371 145,921 -
------------------ ------------------ -------------------
CASH AND EQUIVALENTS, END OF PERIOD $ 636,642 $ 738,367 $ 636,642
------------------ ------------------ -------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 1,316 $ - $ 203,150
Issuance of common stock for UIT assets $ - $ - $ 2,500,000
Conversion of related party debt to common stock $ 622,500 $ 660,000
Conversion of convertible notes payable to common
stock $ 38 $ - $ 30,038
Conversion of related party debt into Series A
preferred stock $ - $ - $ 810,000
Net assets exchanged for investment in GEN 02, Inc. $ - $ - $ 744,122
Issuance of common stock for Sammy's Travel $ - $ 54,900 $ 55,900
Preferred Stock Dividend $ - $ 206,250 $ -
See Accompanying Notes to Financial Statements
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NETCRUISE.COM, INC. AND SUBSIDIARIES
DEVELOPMENT STAGE COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 Basis of Presentation
The consolidated balance sheet at the end of the preceding
fiscal year has been derived from the audited consolidated balance sheet
contained in the Company's Form 10-KSB and is presented for comparative
purposes. All other financial statements are unaudited. In the opinion of
management, all adjustments which include only normal recurring adjustments
necessary to present fairly the financial position, results of operations and
cash flows of all periods presented have been made. The results of operations
for interim periods are not necessarily indicative of the operating results for
the full year.
Footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted in accordance with the published rules and regulations of the Securities
and Exchange Commission. These consolidated financial statements should be read
in conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the most recent fiscal year.
In accordance with AICPA Statement of Position 98-1 the
Company capitalizes the direct cost of materials, services and interest consumed
in the development of computer software. Such costs, as well as the cost of
acquired technology licenses and related assets, are being amortized over three
years, subject to periodic evaluation for impairment.
Note 2 Activities of the Company
The accompanying financial statements of the Company have been
presented on the basis that it is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has reported net losses since inception and expects to
incur additional operating losses over the next several quarters. The Company
has also experienced liquidity difficulties since inception, and in order to
continue the marketing and sales efforts of the Company's Internet travel
business may need additional financing. The Company has financed its operations
since inception with the proceeds from the issuance of long-term debt, with the
proceeds from its public and private offerings and loans from a related party.
As of November 5, 1998, the Company began generating revenues
from shared commissions earned by the network of Sterling Travel Consultants
recently acquired, although these revenues were not significant through the
fiscal quarter ended June 30, 2000. The Internet travel business is now
operational and management of the Company is planning to begin television
marketing of the Company's products in August, 2000. These efforts are expected
to significantly increase revenues in 2000. The Company plans to continue an
aggressive marketing campaign as well as expand its network of travel
consultants throughout 2000.
On March 6, 2000 the Company completed a private placement of
its common stock in a series of related transactions with Mr. Joseph Perri
whereby Mr. Perri purchased 12,362,500 shares of the Company's common stock for
$2,272,500.
On April 24, 2000, the Company and UIT restructured the agreement where the
Company acquired computer software, a technology license and related assets from
UIT in July, 1998. In the restructuring,
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various disputes that had arisen between the Company and UIT regarding the
implementation and performance of the July 1998 Agreement were fully resolved
and released. UIT provided a revised and updated PAV software and technology
license to the Company, sold 1,500,000 shares of the Company's common stock in a
private transaction for a cash purchase price of $600,000 to Mr. Joseph Perri,
the Company's principal shareholder, and agreed to the Company's cancellation of
the Class X and Class Y Warrants to purchase an aggregate of 1,600,000 shares.
In addition, a principal shareholder of UIT agreed to the Company's Cancellation
of the Class V and Class W Warrants to purchase an aggregate of 400,000 shares.
In this connection, the Company issued two new privately placed warrants to
purchase up to 500,000 shares; a Series U Warrant permitting UIT to purchase up
to 400,000 shares of common stock for a period of five years at an initial
purchase price of $1.00 per share and a Series V Warrant permitting a principal
shareholder of UIT to purchase up to 100,000 shares of common stock over a five
year period for an initial purchase price of $1.00 per share. For accounting
purposes, the fair value of the warrants issued has been charged to expense in
the second quarter.
On August 9, 2000 the Company, borrowed $200,000 from Mr. Perri
evidenced by a Promissory Note in the amount of $200,000 dated August 9, 2000.
The Note bears interest at 10% per annum, is payable one year from the date of
execution and is convertible into shares of restricted common stock of the
Company at a conversion price of $0.20 per share.
At the present time the Company does not believe that it has
sufficient resources to provide for its planned operations for the next twelve
months. The Company is presently pursuing a number of options to raise
additional funds that may be needed to market or complete enhancement to its
website and infomercial or to fund cash shortfalls should anticipated revenues
not be achieved.
As the Company moves from the development stage to the
operating stage of the internet travel business and continues its aggressive
marketing campaign to build its network of independent travel consultants,
revenues are expected to increase. The Company is completing production of its
TV infomercial and intends to begin its television media campaign in August
2000. The infomercial is expected to produce a significant influx of new
independent travel consultants, as well as commissions derived from the
increased volume of travel booked by the independent travel consultants will
also contribute to increased revenues.
Reference should be made to "Management's Discussion and
Analysis of Financial Condition and Results of Operations" include elsewhere
herein for additional information.
Note 3 Acquisition
Net Cruise - As of June 30, 1998, the Company's newly formed
subsidiary, NetCruise Interactive, Inc. ("NetCruise") acquired computer
software, a technology license and related assets from United Leisure
Interactive, Inc. ("UIT") in exchange for 2,000,000 shares of the Company's
stock and two warrants ("Warrants"). Subsequently, the Company was advised that
because the issuance of 2,000,000 shares and warrants exceeded 20% of the Issued
and outstanding shares, shareholder approval was required by a NASDAQ rule. At
the Annual Meeting of Shareholders held on October 13, 1999, the shareholders
ratified the acquisition of the assets and the approved the issuance of 1,100,00
shares of common stock and two stock purchase warrants.
In February 1999, the Company acquired Sammy's Travel World. Inc. a travel
agency for 36,600 shares of common stock valued at $1.50 per share ($54,900).
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Note 4 Legal Proceedings
A former officer of the Company filed a complaint on April 17,
1997 in the United States District Court of New Jersey against the Company, its
wholly-owned subsidiary, Corporate Travel Link, Inc. ("Travel Link"), various
officers and directors of both companies and other related and unrelated
parties. Among other things, the complaint asked for the entry of a judgement
declaring that the former officer was the owner of 333,216 shares of the
Company's common stock, which had been issued to him at the inception of Travel
Link for services he was to have provided. The lawsuit also sought an award of
unspecified compensatory and punitive damages. On February 17, 2000, the parties
to the lawsuit entered a settlement agreement and mutually released each other
from all claims which they might have had. The Company agreed to recognize the
plaintiff as the owner of 293,216 shares of its common stock, and the plaintiff
immediately sold 100,000 of those shares. With respect to the plaintiff's
remaining 193,216 shares the Company agreed that if the plaintiff sells any of
those remaining shares in the public securities markets in a reasonable manner
relative to the market conditions at the time of sale and does not obtain a net
sale price (after commission charges) of at least $2.25 per share, the Company
will pay the plaintiff the difference between the net sales price actually
received by him and the sum of $2.25 per share (the "Sale Price Difference")
within 45 days after submission to the Company of appropriate documentation. The
plaintiff also agreed that if the Company provides notice to him of a bona fide
opportunity to sell all of his remaining shares of the common stock for not less
than the net sale price of $2.25 per share and he does not promptly accept the
offer, then the Company's obligation to pay the plaintiff the Sale Price
Difference will be canceled.
As security for the Company's obligation to pay the Sale Price
Difference, the Company and Travel Link granted the plaintiff a $434,736 first
lien security interest in their assets, which will be canceled when the
Company's obligation to pay this Sale Price Difference is canceled or concluded.
Note 5 Increase in shares available for stock option grants.
On July 11, 2000 the Board of Directors of the Company amended the
Corporation's Stock Incentive Plan to provide an additional 6,000,000 shares of
the Corporation's $.0001 per value common stock for issuance under the plan so
that the total number of shares which may be issued under the plan is increased
from 500,000 to 6,500,000 shares. This increase was ratified by written consent
of holder of a majority of the shares of Common Stock of the Company on July 11,
2000.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Initially revenues from the Internet Travel business will be
derived from subscription fees of the independent travel consultants along with
commissions received from bookings shared with the independent travel
consultants. As the Company develops, management believes that the majority of
the Companyss.s revenue will be derived from commissions earned from the sale of
travel through the independent travel consultants. The Companyss.s business
model is built around the sharing of commissions with the independent travel
consultants generated from travel industry vendors such as airlines, hotels, car
rental companies, resort properties, tour operators and cruise. The Company
believes that commission sharing with the independent travel consultant, which
ranges from 50% to 60% of the commissions received by NetCruise in connection
with travel sales made by the independent travel consultant, is a key enticement
for individuals to subscribe to become members. The initial subscription fee is
$149.00 and annual renewal
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fee for the independent travel consultants is currently $95.00. While the
Company believes it will benefit from its portion of the commission revenues
generated, it also believes that significant revenues will be derived from other
key areas such as annual subscription fees paid by its independent travel
consultants, advertising through its web-site and incentive arrangements with
travel vendors and travel related product vendors (in addition to its share of
the standard travel commissions). However, a significant change in the
prevailing commission structure in the travel industry could have a detrimental
effect on the Companyss.s ability to attract and retain independent travel
consultants and benefit from the other revenue sources listed above, which are
substantially created through this core distribution system.
The Company believes it will be successful in encouraging
people to pay the subscription fee and sign up as independent travel consultants
because as an independent travel consultant individuals will have an opportunity
to earn a commission on all reservations made by them. Airlines, hotels, car
rental companies, cruise lines, tour operators and other travel vendors will pay
the Company commissions for all sales generated by the Company. Such commissions
will be shared with the independent travel consultants. The Company, through a
combination of direct response TV, print, radio, and web-based advertising,
plans to offer individuals an opportunity to join NetCruise as independent
travel consultants. Each new independent travel consultant will receive a
start-up kit consisting of a CD ROM library of video destinations; a marketing
kit which includes a guide to marketing an at-home business, a training manual
describing the travel industry, a welcome letter containing a password for the
web site and an outline of NetCruise policies and procedures and full-service
support from the Companyss.s live travel agents.
The Company has been in the development stage and has only
generated limited revenues. The Company has been unprofitable since inception
and expects to incur additional operating losses over the next several fiscal
quarters. Total revenues for the three and six months periods ended June 30,
2000 were $74,223 and $182,341 compared to $99,116 and $179,649 for the 1999
periods.
The corresponding cost of service for the three and six months
periods ended June 30, 2000 were $36,327 and $66,066 compared to $25,876 and
$57,175 for the 1999 periods. The net loss before Extraordinary Items for the
three and six months periods ended June 30, 2000 was $1,507,297 or $0.07 cents a
share and $2,015,201 or $0.12 cents a share compared to a loss of $662,650 or
$0.09 cents a share and $1,612,770 or $0.22 cents a share for the 1999 periods.
As reflected in the accompanying financial statements, the Company has incurred
losses totaling $10,495,055 since inception and at June 30, 2000 had a working
capital of $547,287.
General and administrative expenses were $1,545,193 and
$2,131,476 for the three and six month periods ending June 30, 2000 as compared
to $556,881 and $1,373,925 for the 1999 periods. The primary reason for the
difference between the two periods is the settlement with UIT.
Costs increases for the three months ended June 30, 2000
consist of payroll and payroll related costs ($987), insurance costs ($13,501),
and other administrative costs ($39,163). Cost decreases for the period consist
of consulting fees ($7,988), travel costs ($16,902) and marketing costs
($17,135).
Costs increases for the six months ended June 30, 2000 consist
of insurance costs ($18,188) and marketing costs ($30,014). Cost decreases for
the period consist of payroll and payroll related costs ($14,173), consulting
fees ($50,277), professional fees ($60,613), travel costs ($22,752) and other
administrative costs ($33,372).
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Liquidity and Capital Resources
On April 24, 2000, the Company and UIT restructured the agreement
where the Company acquired computer software, a technology license and related
assets from UIT in July, 1998. In the restructuring, various disputes that had
arisen between the Company and UIT regarding the implementation and performance
of the July 1998 Agreement were fully resolved and released. UIT provided a
revised and updated PAV software and technology license to the Company, sold
1,500,000 shares of the Company's common stock in a private transaction for a
cash purchase price of $600,000 to Mr. Joseph Perri, the Company's principal
shareholder, and agreed to the Company's cancellation of the Class X and Class Y
Warrants to purchase an aggregate of 1,600,000 shares. In addition, a principal
shareholder of UIT agreed to the Company's Cancellation of the Class V and Class
W Warrants to purchase an aggregate of 400,000 shares. In this connection, the
Company issued two new privately placed warrants to purchase up to 500,000
shares; a Series U Warrant permitting UIT to purchase up to 400,000 shares of
common stock for a period of five years at an initial purchase price of $1.00
per share and a Series V Warrant permitting a principal shareholder of UIT to
purchase up to 100,000 shares of common stock over a five year period for an
initial purchase price of $1.00 per share. For accounting purposes, the fair
value of the warrants issued has been charged to expense in the second quarter.
On August 9, 2000, the Company borrowed $200,000 from Mr. Perri
evidenced by a Promissory Note in the amount of $200,000 dated August 9, 2000.
The Note bearing interest at 8% per annum, is payable one year from the date of
execution and is convertible into shares of restricted stock of the Company at a
conversion price of $0.20 per share.
On June 30, 2000, the Company had cash of $636,642 and working
capital of $547,287. The Company's internet travel business is now operational
and management is planning to begin television marketing of the Companyss.s
products in August 2000. These efforts are expected to significantly increase
revenues. The Company plans to initiate an aggressive marketing campaign as well
as expand its network of travel consultants throughout 2000. At the present time
the Company does not believe that it has sufficient resources to provide for its
planned operations for the next twelve months. The Company is presently pursuing
a number of options to raise the additional funds that may be needed to market
or complete development of its website and infomercial or to fund cash
shortfulls should anticipated revenues not be achieved. As the Company moves
from the development stage to the operating stage of the internet travel
business and initiates an aggressive marketing campaign to build its network of
independent travel consultants, revenues are expected to increase. Test
marketing of the infomercial is expected to produce approximately 100 new
independent travel consultants over a one month period. The subscription fees
from the new independent travel consultants, as well as commissions derived from
the increased volume of travel booked by the independent travel consultants will
also contribute to increased revenues.
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
Form 8-K Filed on May 5, 2000
Form 8-K Filed on August 1, 2000
Form 8-K/A Filed on August 1, 2000
Exhibit A: Independent Accountant's Report
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SIGNATURES
Pursuant to 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.
Netcruise.com, inc.
Date: August 14, 2000 /s/ Lawrence E. Burk
Lawrence E. Burk
President and Chief Executive Officer
Date: August 14, 2000
/s/ John H. Wasko
Secretary, Treasurer and
Chief Financial Officer
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