U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                For the quarterly period ended December 31, 2005

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

               For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 000-13846

                          CRUISECAM INTERNATIONAL INC.
                 (Name of small business issuer in its charter)

            Florida                                          75 14 33 000
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification No.)


23070 Commerce Drive Farmington Hills, MI                        48335
(Address of principal executive offices)                      (Zip Code)


                                 (248) 471-9520
                           (Issuer's telephone number)

           Check whether the issuer (1) 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.
                                 Yes |_|  No |X|

              State the number of shares outstanding of each of the
               issuer's classes of common equity, as of the latest
                 practicable date: As of December 31, 2005, the
    issuer had 48,390,457 shares of its common stock issued and outstanding.

    Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                          CRUISECAM INTERNATIONAL, INC.
                           Consolidated Balance Sheet
                                December 31, 2005

<TABLE>
<CAPTION>

<S>                                                                             <C>
ASSETS
       Current Assets
                 Cash and Cash Equivalents                                      $      5,365
                 Accounts Receivable                                                  31,676
                 Inventory                                                           631,655
                                                                                ------------
                       Total Current Assets                                          668,696

       Fixed Assets-Net of Depreciation                                              128,402
       Other Assets
                 Due From Related Parties                                            410,686
                 Patents and Related Costs-Net of Amortization                    14,021,279
                 Deferred Tax Asset                                                  293,437
                 Other                                                                 2,372
                                                                                ------------
                       Total Other Assets                                         14,727,774
                                                                                ------------

                             TOTAL ASSETS                                       $ 15,524,872
                                                                                ============
LIABILITIES AND STOCKHOLDERS' EQUITY
       Current Liabilities
                 Accounts Payable                                               $    732,169
                 Accrued Expenses                                                    625,729
                 Notes Payable-Current Portion                                       171,237
                                                                                ------------
                       Total Current Liabilities                                   1,529,135
       Long Term Liabilities
                 Deferred Tax Liabilities                                          5,198,745
                 Notes Payable                                                     1,422,429
                                                                                ------------
                       Total Long Term Liabilities                                 6,621,174

       Stockholders' Equity
                 Common Stock, $.1 Par Value, 500,000,000 Shares Authorized,
                       48,390,457 Shares Issued and Outstanding                    4,839,046
                 Additional Paid-In Capital                                       12,635,935
                 Deficit Accumulated                                             (10,100,418)
                                                                                ------------
                       Total Stockholders' Equity                                  7,374,563
                                                                                ------------

                             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 15,524,872
                                                                                ============
</TABLE>

                See accompanying notes to financial statements.


                                       1
<PAGE>

                          CRUISECAM INTERNATIONAL, INC.
                        Consolidated Statements of Income
              For the Three Months Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                               2005             2004
                                                           ------------     ------------
REVENUES
<S>                                                        <C>              <C>
        Sales                                              $    127,551     $     95,179
        Less:  Cost of Sales                                     75,581           33,665
                                                           ------------     ------------

             GROSS MARGIN                                        51,970           61,514

OPERATING EXPENSES                                              412,980          358,811
                                                           ------------     ------------

             NET OPERATING INCOME (LOSS)                       (361,010)        (297,297)

OTHER INCOME (EXPENSE)
        Interest Income                                             202               43
        Interest Expense                                        (24,958)         (26,068)
        Gain (Loss) on Disposition of Assets                          0          (17,343)
                                                           ------------     ------------

             TOTAL OTHER INCOME (EXPENSE)                       (24,756)         (43,368)
                                                           ------------     ------------

                  NET INCOME (LOSS) BEFORE INCOME TAXES        (385,766)        (340,665)

        Provision for Income Taxes (Expense) Benefit             89,024                0
                                                           ------------     ------------

                  NET INCOME (LOSS)                            (296,742)        (340,665)

        Beginning Retained Earnings (Deficit)                (9,803,677)      (8,473,282)
                                                           ------------     ------------

ENDING RETAINED EARNINGS (DEFICIT)                         $(10,100,418)    $ (8,813,947)
                                                           ============     ============
EARNINGS (LOSS) PER SHARE:

        Weighted Average of Outstanding Shares               41,038,012       33,715,849
                                                           ============     ============

        Income (Loss) for Common Stockholders              $      (0.01)    $      (0.01)
                                                           ============     ============
</TABLE>

                See accompanying notes to financial statements.


                                       2
<PAGE>

                          CRUISECAM INTERNATIONAL, INC.
                      Consolidated Statements of Cash Flows
              For the Three Months Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                   2005          2004
                                                                                 ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                              <C>           <C>
             Net Income (Loss)                                                   $(296,742)    $(340,665)
             Adjustments to reconcile net income to net cash
              provided by operating activities:
                        Depreciation                                                10,621        10,611
                        Amortization                                               222,560       222,560
                        Decrease (Increase) in Accounts Receivable                  55,242       (71,182)
                        Decrease in Inventory                                        1,680        42,240
                        Decrease (Increase) in Due to Related Parties               22,221       (19,935)
                        Decrease in Other Assets                                    (2,367)      (23,841)
                        Increase (Decrease) in Cash Overdrafts                     (14,116)      (10,894)
                        Increase (Decrease) in Accounts Payable                     (2,367)       22,154
                        (Decrease) in Deferred Tax Liabilities                     (89,024)      (72,077)
                        Increase (Decrease) in Accrued Expenses                     15,643      (307,053)
                                                                                 ---------     ---------
                                 Net Cash (Used) by Operating Activities           (76,653)     (548,083)

CASH FLOWS FROM INVESTING ACTIVITIES
             Purchase of Fixed Assets                                                    0         3,489
             Purchase of Patents                                                         0         5,449
                                                                                 ---------     ---------
                                 Net Cash (Used) by Investing Activities                 0         8,938

CASH FLOWS FROM FINANCING ACTIVITIES
             Note Payable Additions                                                 36,834       186,273
             Issuance of Common Stock for Cash                                      43,678       323,115
                                                                                 ---------     ---------
                                 Net Cash Provided by Financing Activities          80,512       509,388

                                                                                 ---------     ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 3,859       (29,757)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                       1,506        25,152
                                                                                 ---------     ---------

CASH AND CASH EQUIVALENTS AT END OF QUARTER                                      $   5,365        (4,605)
                                                                                 =========     =========

SUPPLEMENTAL DISCLOSURES:

             Cash Paid During the Year for Interest Expense                      $       0             0
                                                                                 =========     =========
</TABLE>

                See accompanying notes to financial statements.


                                       3
<PAGE>

                          CRUISECAM INTERNATIONAL, INC.
                   Notes to Consolidated Financial Statements

NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

            Nature of Activities, History and Organization:

      CruiseCam International, Inc. (The Company) was originally incorporated in
      Florida as Eutro Group Holding, Inc. in September 1991. In October 1999,
      the Company filed an Articles of Amendment to its Articles of
      Incorporation thereby changing its name to Strategic Alliance Group, Inc.
      In September 1991, the Company completed a reverse acquisition of
      Bio-Analytic Laboratories, Inc., which then became a wholly owned
      operating subsidiary of the Company. In May 1998, the Company sold its
      Bio-Analytic Laboratories, Inc. subsidiary. In July 2004, the Company
      completed a reverse acquisition of GRP, Inc. and subsidiaries, which then
      became a wholly owned operating subsidiary of the Company. The Company
      changed its name to CruiseCam International, Inc. in conjunction with this
      reverse acquisition.

      CruiseCam International, Inc. is a holding corporation. Its principal
      business is to own operating subsidiaries and assist these companies as
      well as other small and medium size companies with research, development,
      marketing and sales.

      GRP, Inc. (legal subsidiary company) was originally started to create and
      produce an "in-car" camera mount and trade named "CruiseCam" for street
      and competition racing cars and was incorporated in 1997. The Company
      filed for its first patent in 1997 and it was received in 1998.

      In 1999, the Company, in conjunction with Lear Corporation, started a
      partnership through a licensing agreement of a GRP concept of an
      integrated seat camera system now patented by GRP for Ford police cars.
      The agreement with Lear was terminated in late 2001 and the licensing
      rights reverted back to GRP and its subsidiary, CruiseCam, LLC. CruiseCam,
      LLC purchased assets from Rosen, the key supplier in late 2002 and
      proceeded with development and distribution. GRP continued with the
      management of the patented mount.

      The Company's primary operation is located in suburban Detroit, Michigan
      and is incorporated in the state of Florida.

      Significant Accounting Policies:

            The Company's management selects accounting principles generally
      accepted in the United States of America and adopts methods for their
      application. Below is a summary of certain significant accounting policies
      selected by management.

      Basis of Presentation:

            The Company prepares its financial statements on the accrual basis
      of accounting.

      Principles of Consolidation:

            The financial statements consolidate the activities of the parent
      along with:

                 GRP, Inc. and Subsidiaries:

                          CruiseCam, LLC
                          Commandeer, LLC

            All significant intercompany transactions and balances have been
      eliminated.


                                       4
<PAGE>

NOTE 1 - (CONTINUED)

      Cash and Cash Equivalents:

      All highly liquid investments with original maturities of three months or
      less are stated at cost which approximates market value. Cash as of
      December 31, 2005 was $5,365.

      Accounts Receivable:

      There are no significant concentrations of credit risk. Accounts
      Receivable are written off when deemed uncollectible. In the current year,
      no write offs occurred.

      Inventories:

      Inventories are stated at the lower of cost or net realizable value, using
      the first-in, first-out (FIFO) method.

      Patent Costs:

      The Company has accumulated costs related to its patent applications such
      as filing, legal fees, etc. These costs are amortized over the life of the
      patents.

      Earnings (Loss) per Share:

      Earnings (loss) per share (basic) is calculated by dividing the net income
      (loss) by the weighted average number of common shares outstanding for the
      period covered. As the Company has no potentially dilutive securities,
      fully diluted earnings (loss) per share is identical to earnings (loss)
      per share (basic).

      Fixed Assets:

      These assets are carried at acquisition cost. Depreciation is provided
      using the straight-line method over the estimated useful economic lives of
      the assets, which is over 5-7 years.

      Fair Value of Financial Instruments:

      The Company's financial instruments consist of cash, accounts receivable,
      accounts payable, accrued expenses and notes payable. The fair value of
      these financial instruments approximates their carrying values as of
      December 31, 2005.

      Revenue Recognition:

      Revenue is recognized for sales of goods when product is shipped FOB
      plant.

      Income Taxes:

      Statement of Financial Accounting Standards No. 109, Accounting for Income
      Taxes (SFAS No. 109), which requires the use of the liability method in
      the computation of income tax expense and the current and deferred income
      taxes payable is effective for financial statements issued for fiscal
      years beginning on or after December 15, 1992. Under SFAS No. 109, income
      tax expense consists of taxes payable for the year and the changes during
      the year in deferred assets and liabilities. Deferred income taxes are
      recognized for the tax consequences in future years of differences between
      the tax bases and financial reporting bases of assets and liabilities.
      Valuation allowances are established when necessary to reduce deferred tax
      assets to the amount expected to be realized.


                                       5
<PAGE>

NOTE 1 - (CONTINUED)

            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.

NOTE 2 - ACQUISITIONS

      On July 7, 2004, the Company (Acquirer) entered into an exchange agreement
      with GRP, Inc. and subsidiaries (Aquiree). The agreement called for the
      Company to issue 30,215,818 shares of its common stock in exchange for
      100% of the common stock of GRP, Inc. This transaction has been recorded
      as a "Reverse Acquisition", meaning that the financial statements are
      prepared using the accounts of the Aquiree Company.

      In addition, the assets and liabilities of the purchase are to be
      reflected at their fair values (as opposed to book values). As the fair
      value of the Acquirer's stock is more readily ascertainable, it was used
      to record the fair values of the assets and liabilities purchased.

NOTE 3 - FIXED ASSETS

      Fixed assets at December 31, 2005 are as follows:

            Furniture & Equipment             $   5,645
            Transportation Equipment             12,387
            Tooling                             168,290
            Other Equipment                      78,231
            Less: Accumulated Depreciation     (136,151)
                                              ---------

                     Total Fixed Assets       $ 128,402
                                              =========

      Depreciation expense was $10,621 for the three-months ended December 31,
      2005.

NOTE 4 - COMMON STOCK

      The Company is authorized to issue 500,000,000 common shares at a par
      value of $.10 per share. These shares have full voting rights. There are
      no preferred shares as of December 31, 2005.

      On November 4, 2003, the Company entered into a "Reverse Split" of 250 to
      1. Therefore, each share after the split would be worth 1/250 of its value
      before the split. This reverse split reduced the number of shares
      outstanding from 475,000,000 to 1,900,151. On July 7, 2004, the Company
      issued 30,215,818 shares in conjunction with the acquisition of GRP, Inc.
      and subsidiaries (See Note 2 above).

      At December 31, 2005, there were 48,390,457 common shares outstanding.


                                       6
<PAGE>

NOTE 5 - INCOME TAXES

      Effective July 7, 2004, the Company adopted Statement of Financial
      Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109),
      which requires the use of the liability method in the computation of
      income tax expense and the current and deferred income taxes payable.
      Under SFAS No. 109, income tax expense consists of taxes payable for the
      year and the changes during the year in deferred assets and liabilities.
      Deferred income taxes are recognized for the tax consequences in future
      years of differences between the tax bases and financial reporting bases
      of assets and liabilities. Valuation allowances are established when
      necessary to reduce deferred tax assets to the amount expected to be
      realized.

      The Company has calculated a deferred tax asset of $293,437, which
      represents the 2004's net operating loss adjusted for tax differences
      multiplied by an effective corporate tax rate of 40%.

      The Company has also recorded a deferred tax liability for the acquisition
      of a subsidiary, accounted for by the purchase method. This liability
      represents the difference between book bases and tax bases as follows:


                  GRP, Inc. and Subsidiaries                  $5,198,745
                                                              ==========

NOTE 6 - INTANGIBLE ASSETS

      The Company has acquired patents through the acquisition of GRP, Inc. and
      subsidiaries, which was accounted for using the purchase method in a
      "reverse acquisition". The patents relate to its production of "in-car"
      camera mounts.

      Total patent costs are $15,136,451 as of March 31, 2006. The patent costs
      are being amortized over 17 years and the current quarter amortization was
      $222,560.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

      The Company leases retail space under a three-year lease which expires in
      April, 2008. Future minimum rental obligations at December 31, 2005 are as
      follows:

                    Fiscal
                   Year Ended
                   ----------

                      2007                           $   103,200
                      2008                               103,200
                      2009                               103,200
                                                     -----------

                               Totals                $   309,600
                                                     ===========

      Rent expense was $35,763 for the quarter ended December 31, 2005.

      As of December 31, 2005, the Company was involved in several lawsuits and
      disputes. The potential liability of these suits and disputes has been
      accrued in these financial statements and, in the opinion of management,
      no additional liabilities will be incurred.

NOTE 8 - NOTES PAYABLE

      The Company entered into a purchase agreement for the bulk of its initial
      inventory and equipment in exchange for a note payable of $1,000,000. The
      note calls for interest of 6.75% payable monthly. In 2002, the lender
      charged $80,000 for nonpayment and this amount is accrued in these
      financial statements. The Company has paid no interest on this note and
      therefore, all interest has been capitalized.


                                       7
<PAGE>

      The Company had some other small notes payable totaling $259,550 as of
      December 31, 2005.

NOTE 9 - DUE TO/FROM RELATED PARTIES

      The Company has conducted transactions with its Subsidiary Company Founder
      and its wholly owned subsidiary companies which include draws to the
      Founder. The balance as of December 31, 2005 is made up of the following:

                  Draws to Founder                   $  410,686
                                                     ----------

                           Total                     $  410,686
                                                     ==========

NOTE 10 - GOING CONCERN AND SUBSEQUENT EVENTS

      The accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. The Company has incurred losses
      and has been dependent on outside financing in order to meet its current
      operational needs. The Company's viability will continue to hinge on its
      ability to obtain outside financing for the near term. The financial
      statements do no include any adjustments that might result from the
      outcome of this uncertainty.

In July 2004, the Company entered in a share exchange agreement with GRP, Inc.
and subsidiaries.


                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      The following discussion and analysis should be read in conjunction with
our unaudited consolidated financial statements and related notes included in
this report. This report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The statements
contained in this report that are not historic in nature, particularly those
that utilize terminology such as "may," "will," "should," "expects,"
"anticipates," "estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.

      Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. Factors that
could cause actual results to differ from expectations include, but are not
limited to, those set forth under the section "Risk Factors" set forth in this
report.

      The forward-looking events discussed in this quarterly report, the
documents to which is referred to the reader and other statements made from time
to time by the company or its representatives, may not occur, and actual events
and results may differ materially and are subject to risks, uncertainties and
assumptions about the company. For these statements, the company claims the
protection of the "bespeaks caution" doctrine. All forward-looking statements in
this document are based on information currently available to the company as of
the date of this report, and the company assumes no obligation to update any
forward-looking statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.

General

      We manufacture and sell a complete line of mobile integrated video
technology for law enforcement, OEM, motor sports and aftermarket applications.
Our patent portfolio encompasses cameras on or about the automotive seat that
were developed by Lear Corp. and our founder D. Scott Watkins in conjunction
with Ford Motor Company.

      Our executive offices are located at 23070 Commerce Drive, Farmington
Hills, MI 48335, and telephone number (248) 471-9520. We maintain a website at
www.cruisecam.com.

Our Corporate History

      CruiseCam International, Inc. was originally incorporated in Florida as
Eutro Group Holding, Inc. in September 1991. In October 1999, we filed an
Articles of Amendment to our Articles of Incorporation thereby changing our name
to Strategic Alliance Group, Inc. In September 1991, we completed a reverse
acquisition of Bio-Analytic Laboratories, Inc., which then became our wholly
owned operating subsidiary. In May 1998, we sold our Bio-Analytic Laboratories,
Inc. subsidiary. In July 2004, we completed a reverse acquisition of GRP, Inc.
and subsidiaries, which then became our wholly owned operating subsidiary. We
changed our name to CruiseCam International, Inc. in conjunction with this
reverse acquisition.

      CruiseCam International, Inc. is a holding corporation. Its principal
business is to own operating subsidiaries and assist these companies as well as
other small and medium size companies with research, development, marketing and
sales.

      GRP, Inc. (legal subsidiary company) was originally started to create and
produce an "in-car" camera mount and trade named "CruiseCam" for street and
competition racing cars and was incorporated in 1997. This company filed for its
first patent in 1997 and it was received in 1998.

      In 1999, we, in conjunction with Lear Corporation, started a partnership
through a licensing agreement of a GRP concept of an integrated seat camera
system now patented by GRP for Ford police cars. The agreement with Lear was
terminated in late 2001 and the licensing rights reverted back to GRP and its
subsidiary, CruiseCam, LLC. CruiseCam, LLC purchased assets from Rosen, the key
supplier in late 2002 and proceeded with development and distribution. GRP
continued with the management of the patented mount.


                                       9
<PAGE>

      Our primary operation is located in suburban Detroit, Michigan and is
incorporated in the state of Florida.

Significant Accounting Policies

      Accounts Receivable:

      There are no significant concentrations of credit risk. Accounts
      Receivable are written off when deemed uncollectible. In the current year,
      no write offs occurred.

      Inventories:

      Inventories are stated at the lower of cost or net realizable value, using
      the first-in, first-out (FIFO) method.

      Patent Costs:

      The Company has accumulated costs related to its patent applications such
      as filing, legal fees, etc. These costs are amortized over the life of the
      patents.

      Fixed Assets:

      These assets are carried at acquisition cost. Depreciation is provided
      using the straight-line method over the estimated useful economic lives of
      the assets, which is over 5-7 years.

      Revenue Recognition:

      Revenue is recognized for sales of goods when product is shipped FOB
      plant.

Results of Continuing Operations

Basis of Presentation

      The results of operations set forth below for the three month periods
ended December 31, 2005 and 2004 are those of the continuing operations of
CruiseCam International, Inc., which include GRP, Inc. on a consolidated basis

      The following table sets forth, for the periods indicated, certain
selected financial data:

                                  Three Months Ended   Three Months Ended
                                     December 31,         December 31,
                                         2005                2004
                                       ---------           ---------
Sales                                  $ 127,551           $  95,179
Cost of sales                             75,581              33,665
                                       ---------           ---------

Gross Margin                              51,970              61,514

Operating Expenses                       412,980             358,811
                                       ---------           ---------

Net Operating Income (Loss)            $(361,010)          $(297,297)
                                       =========           =========


                                       10
<PAGE>

Comparison of the three months ended December 31, 2005 and 2004

      Sales. Sales for operations of CruiseCam International, Inc. increased to
$127,551, or an increase of approximately 34%, for the three month period ended
December 31, 2005, from $95,179 for the three month period ended December 31,
2004. This increase was attributable to consummation of a large contract for our
digital law enforcement system.

      Cost of Sales. Cost of sales increased to $75,581, or approximately 125%,
for the three month period ended December 31, 2005, from $33,665 for the three
months ended December 31, 2004. As a percentage of sales, cost of sales
increased to approximately 59% of sales for the three month period ended
December 31, 2005 versus approximately 35% of sales for the three month period
ended December 31, 2004. The increase in cost of sales as a percentage of net
sales resulted primarily from a reduction in average selling price due to volume
discounts related to the large sales contract mentioned above. As a result, we
generated a gross margin of $51,970 with a gross profit margin of approximately
41% for the three month period ended December 31, 2005.

      Operating Expenses. Operating expenses increased to $412,980, or an
increase of approximately 15%, for the three month period ended December 31,
2005, from $358,811 for the three month period ended December 31, 2004. The
increase in operating expenses primarily results from additional engineering
personnel and increased material costs.

      Operating loss. We incurred a net operating loss of $361,010 for the three
month period ended December 31, 2005, compared to an operating loss of $297,297
for the three month period ended December 31, 2004. We had increased operating
losses the three month period ended December 31, 2005 as compared the same
period 2004 primarily due to non recurring engineering and testing expenses.

Liquidity and Capital Resources

      We have financed our operations, acquisitions, debt service, and capital
requirements through cash flows generated from operations and loans from
officers and issuances of capital stock. Our working capital deficit at December
31, 2005 was $860,439 and at September 30, 2005 was $383,668. We had cash of
$5,365 at December 31, 2005 and $1,506 as of September 30, 2005. This difference
results primarily from our manufacturing expenditures.

      We used $76,653 of net cash used in operating activities for the three
month period ended December 31, 2005 as compared to using $548,083 in the
comparable period in 2004. This cash used in operating activities was offset by
notes payable additions of $36,834 and issuance of common stock of $43,678.

      Net cash flows used by investing activities was $0 for the three month
period ended December 31, 2005 as compared to $8,938 for the comparable period
in 2004.

      Net cash flows provided by financing activities were $80,512 for the three
month period ended December 31, 2005, compared to net cash provided by financing
activities of $509,388 for the comparable period in 2004. The difference is a
result of increased notes payable and issuance of common stock in the 2004
period.

      We anticipate that we will need at least $2,000,000 in additional working
capital in order to satisfy our contemplated cash requirements for our current
proposed plans and assumptions relating to our operations for a period of
approximately 12 months. These assumptions concern future events and
circumstances that our officers believe to be significant to our operations and
upon which our working capital requirements will depend. Some assumptions will
invariably not materialize and some unanticipated events and circumstances
occurring subsequent to the date of this annual report. We will continue to seek
to fund our capital requirements over the next 12 months from the additional
sale of our securities, however, it is possible that we will be unable to obtain
sufficient additional capital through the sale of our securities as needed.

      The amount and timing of our future capital requirements will depend upon
many factors, including the level of funding received by us anticipated private
placements of our common stock and the level of funding obtained through other
financing sources, and the timing of such funding.


                                       11
<PAGE>

      We intend to retain any future earnings to retire any existing debt,
finance the expansion of our business and any necessary capital expenditures,
and for general corporate purposes.

Off-Balance Sheet Arrangements
None.

ITEM 3. CONTROLS AND PROCEDURES.

      Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that 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. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

      Evaluation of Disclosure and Controls and Procedures. As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

      Changes in Internal Controls Over Financial Reporting. There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On November 11, 2005, we issued 73,000 shares of our common stock for an
aggregate purchase price of $7,300 to five individuals. The issuance was exempt
under Section 4(2) of the Securities Act of 1933, as amended (the "Act").

On November 11, 2005, we issued 200,000 shares of our common stock to a
consultant as a compensatory stock grant. Our board valued the common stock at
$0.10 per shares for a total of $20,000. The issuance was exempt under Section
4(2) of the Act.

On November 11, 2005, we issued 9,000 shares of our common stock for a purchase
price of $878 to a single individual. The issuance was exempt under Section 4(2)
of the Act.

On November 14, 2005, we issued 10,000 shares of our common stock for a purchase
price of $1,000. The issuance was exempt under Section 4(2) of the Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


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<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.       Description
-----------       -----------
2.1               Share Exchange Agreement dated as of July 7, 2004 by and
                  between CruiseCam International, Inc. and GRP, Inc.*
3.1               Articles of Incorporation.*
3.2               Bylaws.  *
31.1              Certification of D. Scott Watkins pursuant to Rule 13a-14(a).
32.1              Certification of D. Scott Watkins pursuant to 18 U.S.C Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

----------
*previously filed


                                       13
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     CRUISECAM INTERNATIONAL INC.

                                     By: /s/ D. Scott Watkins
                                        ----------------------------------------
                                              D. Scott Watkins
                                              President

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.

<TABLE>
<CAPTION>
Signatures                                Title                           Date
---------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
/s/ D. Scott Watkins
---------------------------     President, Chief Executive Officer,    October 5, 2006
D. Scott Watkins                Chief Financial Officer, Director


/s/ James F. Bender
---------------------------     Secretary, Director                    October 5, 2006
James F. Bender


/s/ Robert A. Buono
---------------------------     Chief Operating Officer and Director   October 5, 2006
Robert A. Buono
</TABLE>


                                       14