U.S. 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
For the quarterly period ended November 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE EXCHANGE ACT
For the transition period from_________ to ________
Commission File No. 33-21481-FW
___________________________________
Internet Stock Exchange Corp.
(Exact name of small business issuer as specified in its charter)
Delaware 76-0246940
(State or other jurisdiction of (I.R.S. Employer incorporation
or organization) Identification No.)
405 Central Avenue, Fifth Floor, St. Petersburg, FL 33701
(Address of principal executive offices)
(813) 896-9696
(Issuer's telephone number)
Sea Venture Cruises, Inc.
(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 past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. (l)
Yes __ No X (2) Yes __ No X
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 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: 496,087 as of July 16, 1998
Transitional Small Business disclosure Format (check one):
Yes ____ No __X__
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Begin on next page.
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
For the six months ended November 30, 1996 and 1995
CONTENTS
PAGE
FINANCIAL STATEMENTS
Balance Sheet F-2
Statements of Income F-3
Statements of Cash Flows F-4
NOTES TO FINANCIAL STATEMENTS F-5 to F-6
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
BALANCE SHEET
November 30,1996
ASSETS
ASSETS $ -
TOTAL ASSET $ -
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Accrued expenses $ 3,000
TOTAL CURRENT LIABILITIES 3,000
DEFICIENCY IN ASSETS(NOTE 5)
Common stock, $.1 par value,
500,000 shares authorized,
496,087 shares issued and
outstanding (Note 4) 49,609
Additional paid-in capital 3,405,103
Accumulated deficit during the
development stage (3,457,712)
TOTAL DEFICIENCY IN ASSETS (3,000)
TOTAL LIABILITIES AND DEFICIENCY
IN ASSETS $ -
See accompanying notes.
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE
DEVELOPMENT STAGE
For the six months ended November 30,
1996 1995 Cumulative
EXPENSES
Professional fees $ 1,000 $ - $ 3,000
LOSS FROM CONTINUING
OPERATIONS $(1,000) - $ (3,000)
DISCONTINUED OPERATIONS,
NET OF INCOME TAXES
Discontinued
development stage
activities - - (3,454,712)
LOSS FROM DISCONTINUED
OPERATIONS - - (3,454,712)
NET LOSS $(1,000) $ - $ (3,457,712)
BASIC NET LOSS PER
SHARE $(0.002) $ - $ (6.970)
See accompanying notes.
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the six months ended November 30,
1996 1995 Cumulative
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(1,000) $ - (3,000)
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Increase (decrease)
in liabilities:
Accrued expenses 1,000 - 3,000
NET CASH USED BY
DEVELOPMENT STAGE
OPERATING ACTIVITIES - - -
NET INCREASE IN CASH AND
EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE
DEVELOPMENT STAGE - - -
CASH AND EQUIVALENTS -
BEGINNING OF PERIOD - - -
CASH AND EQUIVALENTS -
END OF PERIOD $ - $ - $ -
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity
Internet Stock Exchange Corp. f/k/a Sea Venture Cruises, Inc.
(Company) is a Delaware corporation. The Company is a
corporation, organized by virtue of a merger with Trans America
Enterprises, Inc., a Texas corporation, and Sea Venture Cruises,
Inc. Trans America Enterprises, Inc. was the surviving company,
which changed its name to Sea Venture Cruises, Inc. The Company
obtained its certificate of merger from the State of Delaware on
February 9, 1989. The Company changed its name to Internet Stock
Exchange Corp. as of March 26, 1998.
The Company has been inactive since 1989, when it discontinued
its luxury passenger and one-day cruises business. From 1989 to
the present time, the Company has not actively engaged in a
specific business, however, management is pursuing possible
business opportunities.
Basic Net Loss Per Share
Basic per share information is computed by dividing income
available to common stockholders by the weighted average number
of common shares outstanding. No warrants or options were
outstanding.
Income Taxes
The Company follows Statement of Financial Accounting Standards
No. 109 (FAS 109), "Accounting for Income Taxes". FAS 109 is an
asset and liability approach that requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of the difference in events that have been
recognized in the Company's financial statements compared to the
tax returns.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
Development Stage Company
The Company has been inactive for the past several years thus has
not yet generated any revenues and, as such, it is considered a
development stage company.
NOTE 2. RELATED PARTY TRANSACTIONS
On March 15, 1990, the Company issued 443,988,735 restricted
common shares to M.C.K. Marine Enterprises, Inc. in exchange for
a loan of $1,605,800. M.C.K. Marine Enterprises, Inc. was owned
by one of the major shareholders of the Company.
NOTE 3. INCOME TAXES
Statement of Financial Accounting Standard No. 109 requires the
use of an asset and liability method of accounting for income
taxes. Statement No. 109 provides for the recognition and
measurement of deferred income tax benefits based on the
likelihood of their realization in future years. Although the
Company has a substantial net operating loss carryforward, a
valuation allowance has been established equal to the
carryforward, since it is likely that a significant portion of
the deferred income tax benefits will not be realized.
The Company has a net operating loss carryforward of
approximately $2,855,000 for federal and state income tax
purposes to offset future taxable income. These losses expire in
2018.
NOTE 4. REVERSE STOCK SPLIT
On March 15, 1998, the Board of Directors authorized a 1 for
1,000 reverse stock split, to be effective as of April 14, 1998,
for all of the then issued and outstanding shares of the
Company's common stock. As a result of the reverse stock split,
the Company's issued and outstanding shares of common stock were
reduced from 494,405,953 to 494,406. The financial statements
give retroactive effect to this reverse stock split.
NOTE 5. GOING CONCERN
As shown in the accompanying financial statements, the
Company incurred net losses since inception and has been inactive
since 1989. As a result the Company has a negative working
capital and a deficiency in assets. The financial statements do
not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
Item 2. Management's Discussion and Analysis or Plan of
Operation
The Company intends to actively pursue a business combination
through either a merger, a reverse merger, or an acquisition.
Since the Company has no assets, the Company will probably issue
additional stock if it is able to consummate a business
combination. Until such time as a business combination is
consummated, the Company will incur only minor expenses, such as
its audit fees, which may be funded by advances from the majority
stockholder.
Pursuant to the requirement of Section 13 or 15(d) of the
Securties 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.
Sea Venture Cruises, Inc.
DATED: July 16, 1998
By: /s/ Anastasios Kyriakides
Anastasios Kyriakides
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dtes
indicated.
DATED: July 16, 1998
By: /s/ Anastasios Kyriakides
Anastasios Kyriakides,Chairman of the Board, Director, President
INDEX TO EXHIBITS
EXHIBITS
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED NOVEMBER
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,000
<BONDS> 0
0
0
<COMMON> 49,609
<OTHER-SE> (52,609)
<TOTAL-LIABILITY-AND-EQUITY> (3,000)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,000)
<EPS-PRIMARY> (.002)
<EPS-DILUTED> (.002)
</TABLE>
