SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[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 issuer 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.
<PAGE>
<TABLE>
<CAPTION>
STARSHIP CRUISE LINE, INC.
BALANCE SHEETS
ASSETS
September 30, March 31,
1998 1998
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 54,863 $ 290,457
Interest Receivable -- --
Total Current Assets 54,863 290,457
Construction in progress 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
</TABLE>
The accompanying notes are an integral part of these
financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
STARSHIP CRUISE LINE, INC.
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 -
<S> <C> <C> <C> <C>
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
</TABLE>
The accompanying notes are an integral part of
these financial statements.
3
<TABLE>
<CAPTION>
STARSHIP CRUISE LINE, INC.
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
<S> <C> <C> <C> <C>
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
</TABLE>
The accompanying notes are an integral part of
these financial statements.
4
<PAGE>
STARSHIP CRUISE LINE, INC.
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") 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. CONSTRUCTION IN PROGRESS
The Company is planning a dinner cruise vessel to operate on the
Mississippi Gulf Coast in support of the gaming and resort industry. The
total estimated cost of the project is $5.8 million. The company has
several alternatives for debt and equity financing for the project which
should be finalized by December 31, 1998. The Company began construction
on the vessel in July 1998 and completion is scheduled for August 1999.
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.
The Company has evaluated the impact of year 2000 issues. Due to the
minimal nature of its operations, the Company does not believe that these
issues will have any impact.
5
<PAGE>
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
6
<PAGE>
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 26, 1998 By: /s/ Jerry W. Jarrell
--------------------
Jerry W. Jarrell
Chief Financial Officer (chief financial officer and
accounting officer and duly authorized officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements
for the six months ended September 30, 1998 and is qualified in its entirety by
reference to such financial
statements.
</LEGEND>
<CIK> 0000904144
<NAME> EMERGING BETA CORPORATION
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Mar-31-1999
<PERIOD-START> Apr-01-1998
<PERIOD-END> Sep-30-1998
<EXCHANGE-RATE> 1
<CASH> 54,863
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 292,863
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 292,863
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 43,600
<OTHER-SE> 248,823
<TOTAL-LIABILITY-AND-EQUITY> 292,863
<SALES> 0
<TOTAL-REVENUES> 4,730
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,698
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,968)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,968)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
8
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
EMERGING BETA CORPORATION
(a Delaware corporation)
EMERGING BETA CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware:
DOES HEREBY CERTIFY:
FIRST: The following resolution has been unanimously adopted by the
board of directors
and the stockholders of the Corporation in accordance with Section 242 of the
Delaware General
Corporation Law for the purpose of amending the corporation's Certificate of
Incorporation. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by changing the Article thereof numbered "FIRST"
so that, as amended, said Article shall be and read as follows:
FIRST: The name of the corporation is Starship Cruise Line, Inc.
SECOND: That said amendment was duly adopted in accordance with the
provisions of
Section 242 of the General Law of the State of Delaware.
IN WITNESS WHEREOF, EMERGING BETA CORPORATION has caused this
certificate to be signed by its duly authorized officer, this 6th day of
October, 1998.
EMERGING BETA CORPORATION
Jehu Hand, Assistant Secretary
<PAGE>
