SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended March 31, 1999

[ ]     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 in its charter)

        EMERGING BETA CORPORATION
                                                   (Former Name)

       DELAWARE                                                     72-1235450
(State or other jurisdiction of
 incorporation or organization)            (I.R.S. Employer Identification No.)

                 1636 Popps Ferry Road,
       Biloxi, Mississippi                                 39532
           (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:       (228) 396-2042

Securities registered pursuant to Section 12(b) of the Act:    None

Securities registered pursuant to Section 12(g) of the Act:    None

           Indicate by check mark whether the registrant (1) 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 (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   X        NO

           Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 31, 1999 was $315,250 based upon the sales price
of the Common Stock in the Company's initial public offering.

           The number of shares outstanding of the issuer's classes of Common
Stock as of March 31, 1999:

Common Stock, $1.00 Par Value - 54,900 shares

DOCUMENTS INCORPORATED BY REFERENCE:  NONE


<PAGE>
                                                      PART I

Item 1.   DESCRIPTION OF BUSINESS

History and Organization

 Starship Cruise Line, Inc. (formerly, Emerging Beta Corporation) ("Company")
was incorporated in the State of Delaware on February 10, 1993 for the purpose
of creating a corporate vehicle to seek, investigate and, if the results of such
investigation warranted, acquire a business opportunity presented to it by
persons or firms who or which desired to employ the Company's funds in their
business or to seek the perceived advantages of a publicly held corporation.
Since inception, the primary activity of the Company had been devoted to
organizational activities and obtaining initial funding.  In fiscal 1999
management decided to enter the dinner cruise business, and began the
construction of a dinner cruise vessel in July 1998. The Company is in the
development stage and it is anticipated that operations will commence in
October 1999 on the Mississippi coast.

The Industry and Market Overview

 The water borne entertainment and sightseeing industry in the Mississippi Gulf
Coast market is a scattered mix of small and under promoted enterprises
consisting of 2 schooner (60 ft.) sailboats, The Biloxi Shrimp Cruise
(a 70 minute harbor demonstration of shrimping on a 40 yr. old open 40 ft.
lugger type vessel (49 passenger) in the harbor between downtown and Deer
Island), Ship Island ferries, and traditional charter fishing yachts located in
Biloxi, Gulfport, Long Beach and Pass Christian.  None of the above vessels
provide an all weather climate controlled entertainment facility.

The combination of casino gaming and the natural beauty of the Mississippi Gulf
Coast has provided an impetus to the tourism business which is now one of the
fastest growing segments of the Coast economy.  Tourism has increased from 6.5
million visitors in 1996 to 18 million in 1998.  There are currently 15,000
hotel rooms in service with 2,700 additional rooms planned.  Hotel occupancy
levels have averaged near 75% in 1998.  Weekend occupancy levels averaged
between 85 to 100%, with mid week occupancy averaging 60 to 75%.  The average
daily room rate for 1998 was $62.

Several factors contributed to these increases:

1.        Continued growth in casino gaming, resulting in new hotel rooms and
24 hour entertainment to increase the Coast's product mix.

2.        Increased national recognition as a destination in the trade and
 consumer press, including over 200 national and regional articles.

3.        Increased consumer awareness in primary markets due to an additional
$15 million of private sector marketing, supplementing Tourism Commission
 marketing efforts.

4.        Dramatic increase in golf rounds during the fall and winter seasons,
due to new signature course development and product appeal.

5.        Strong consumer response to unique special events such as Mardi Gras,
 Spring Pilgrimage, Blessing of the Fleet, and Cruising the Coast (Automobile
retro rally with 50s-60s theme) have extended the traditional visitor season.

6.        Development of new and existing charter and jet services allowing
 more visitors to the area as a destination.

7.        Increase in airport size and current expansion from one to three
 airport terminals.


                                                         2

<PAGE>

Through the cooperative efforts of both the public and private sectors the
growth of tourism on the Mississippi Gulf Coast is expected to continue at a
rapid pace with continued capital investment in new and existing facilities.
This is targeted to a more diversified product, a value pricing strategy and
growth in the trade show, convention and meetings market.  The introduction of
air inclusive packages and increased marketing through travel agents and
wholesalers is expected to enhance the Coast attractiveness as a destination.

Through 1998, over $2 billion has been invested in casino resort development on
the Gulf coast.  The region has 15,000 hotel rooms (including four 1000+ room
hotels and 7,000 casino hotel rooms); a state of the art Convention Center with
180,000 square feet of meeting space; 22 golf courses and an additional 1.32
million square feet of retail space.  This is in addition to the on going
expansion at the Gulfport-Biloxi Regional Airport and numerous
restaurant/business additions.

The regional Tourism and Visitors Bureau recorded over 197,000 inquiries in
1997, a 51% increase over 1996.  The top ten states for inquiries were Texas,
Florida, Illinois, Missouri, Georgia, New York, Michigan, Louisiana, Ohio,
and California.  This indicates that the Coast appeal has extended beyond the
traditional drive markets.

Value Pricing Strategy

A broad range of amenities allows the Coast to position itself as a true
vacation value and avoid the price wars experience in certain other areas
dominated by gaming (e.g. Atlantic City and Reno).  The Coast was named
America's #1 travel value in 1996 by the Rochester Institute surpassing the
1995 winner, Las Vegas.  The increase in average daily room growth rate is an
indication that the hoteliers will continue to market their facilities the Coast
for long term revenue growth.  The addition of quality rooms and jet service
along with national media exposure has enabled the Coast to attract more
regional and national association meetings and trade shows.

Examples of conventions held in 1998:

ASTA Southeast/Southwest Regional travel agents from New Mexico to the Carolina
including Florida. Republican National Committee-Southern Leadership Conference
Travel South Showcase-marketplace for over 1,500 domestic and international
tour operators and group leaders. National Tour Association Board Meeting
Pennsylvania Bus Association Annual Meeting

Amenities on the Coast

26 miles of white sandy beach
Over 15,000 hotel rooms with 2,700 more in development
26 condominium/vacation cottage complexes
10 bed & breakfast inns
18 campgrounds and RV parks
56 attractions including historic homes, art museums, maritime history,
 education facilities, NASA Space Center,
oceanarium, winery, and BOATING EXCURSIONS
17 shopping facilities, including a factory outlet mall
13 casinos open and 5 with options/plans to build (Circus, Circus and Casino
 World, Full House, Hard Rock and Marriott)
22 golf courses with 3 under development
6 live theater houses, including the Grand Theater and Beau Rivage Theater with
 such acts as Bill Cosby, Natalie
Cole, Wayne Newton, Don Rickles, Debbie Reynolds and Willie Nelson.
11,500 seat Coliseum featuring Ice hockey and concerts
180,000 square feet Convention Center plus 23 other hotel meeting facilities
46 annual festivals and events including Mardi Gras
28 ground transportation services, plus free hotel/casino shuttle transportation
Regularly scheduled ferry service to Ship Island
44 charter fishing boats

                                                         3

<PAGE>

2 Biloxi Schooner charter excursions-sail
1 Shrimp tour

NO DINNER CRUISE SIGHTSEEING ENTERTAINMENT VESSEL

Dinner Cruise Vessel

There are no dinner cruise vessels operating on the Mississippi Gulf Coast.
The Company's strategy is to build a yacht type dinner cruise vessel suitable
for operation in these waters.  The primary area of operation will be Biloxi
between the end of the channel by the lighthouse, inside of Deer Island and
Biloxi Gulf Coast (an area of about 8 miles).  A flexible program will be
developed for special events/private charters at other near locations as demand
dictates.

Description of Vessel

LOA 180'
Beam 40'
Draft 5.5'
Construction material:  Steel
Passenger Decks:  Three - 2 x Encloses the aft open area and 1 x open pilot
 house top deck with metal sun cover
Tonnage: Under 100 Gross
Power: 2 x Detroit Diesels Series 60 (8 cylinder) 400 HP
Generators: 2 x 280KW Detroit Diesel Series 60
Bow Thruster: 250 hp Detroit Diesel Series 50
AC: 700 Tons
Speed 10-11 knots-Cruise at 5 knots.
Fuel consumption (main engines) & Generators 40 gallons/hr
Certificate: 600 passengers
Operational Capacity as Dinner cruise - up to 400
Top Deck to hold 200 passengers
Toilet facilities-one each of three decks
Bar on each deck (snack bar and beverages on all decks)
Concession area near main boarding door-main deck
Galley area on main deck A and upper enclosed deck B
Two Main Boarding areas and two alternate areas on each side of vessel to
 facilitate board and use for private parties
Handicap facilities (elevator and toilet rooms)
No accommodation for crew on board
No opening windows; complete climate control spaces
No smoking in interior of vessel
Interior to be executed in manner of modern cruise ships
Headroom 8'6" between decks with 10 ft. between decks to allow for ducting,
piping, etc.

Vessel will be constructed to give maximum flexibility:

Top Deck - Open air with cover (metal) for sightseeing or cocktail charter
B Deck (Enclosed upper deck) for dinner cruise, private parties, weddings or
 charter, dinner dances (first class deck)
A Deck (main deck) flex deck for sightseeing, snacks, concessions, dinner
 cruise etc.
C Deck machinery space storage and service.



                                                         4

<PAGE>

Design of the vessel will include a large picture window with deck recess 18"
 on each side to provide crew with cleaning and service walkways.

 Vessel food service and pantry area will include holding ovens equipment,
 reefers, dishwashers, prep areas, plate and glass storage, and all necessary
 food preparation and service facilities.

 The vessel has been designed by the firm of naval architects and marine
engineers, Dejong and Lebet Inc., of Jacksonville, Florida.  In business since
1968, this firm  specializes in coastal passenger vessels and casino projects.
They have designed many dinner cruise vessels and are considered leading
designers in this field.  This particular vessel has the unique ability to
operate in extremely shoal water at this location sight (a requirement not
met by existing vessels of this size.)

 The vessel is being constructed by Freeport Shipbuilding Inc., Freeport,
Florida.  Freeport Shipbuilding specializes in dinner cruise vessels and is
considered one of the top value builders in the field.  Located in the Florida
panhandle, it has a stable labor force and has been in business since 1978.

 The Company has met with the City of Biloxi Commissioner of Economic
Development and have been approved by the Director of the Port Commission and
his Board for dockage.  Starship Cruise Line will relocate to this facility and
have a dedicated docking facility.  Tour bus and car parking are also provided
at the site.

 The anticipated schedule is three trips a day, each with a duration of one hour
to one hour 45 minutes, including lunch, sightseeing, hor d'oeuvres, dinner and
late night starlight dinner dance cruises.

 Cruise operations to be approximately 3.5 miles behind Deer Island from
lighthouse to Eastern tip cruising at about 4-5 miles per hour in protected
waters.

 Charters can be booked during open times, depending on seasonal load factors
during certain times of the year.  Clients are corporate, weddings, casinos and
all tour and convention groups.

Employees

 As of March 31, 1999, the Company had 8 employees, including its officers. Upon
commencement of cruise operations the Company anticipates hiring approximately
50 additional persons.  The Company does not expect it will have difficulty in
obtaining such additional employees.

Item 2.   DESCRIPTION OF PROPERTY

 The Company rents 1,000 square feet of office space at 1636 Popps Ferry Road,
Biloxi, Mississippi 39532 where its phone number is (228) 396-1666.  The lease
is on a month to month basis until the Company moves to the dock side facility,
in August 1999.

Item 3.   LEGAL PROCEEDINGS

 None.

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

 No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 1999.

                                                         5

<PAGE>

                                                      PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

         The Company's Common Stock has not traded.  As of March 31, 1999,
there were 340 stockholders of record.  Holders of the Series A Preferred Stock
are entitled to receive cumulative cash dividends at the rate of $10 per share.
  As of March 31, 1999 $54,760 in dividends have been declared and accrued.

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

          Selected Financial Information

          The following sets forth selected financial information as of March
31, 1995, 1996, 1997, 1998 and 1999, and is qualified in its entirety by the
financial statements appearing elsewhere in this Report.  The Company's fiscal
year end is March 31st.

                                                Balance Sheet Data
<TABLE>

<CAPTION>
                                     March 31,     March 31,         March 31,     March 31,      March 31,
                                        1995          1996              1997          1998            1999


<S>                                 <C>            <C>             <C>            <C>             <C>
Cash..............................  $   301,608    $   297,673     $   290,600    $    290,457    $      45,813
Construction in Progress..........           --             --              --           9,156        3,207,342
Organizational Costs..............        1,120            840             560             280               --
Total Assets......................      302,768        298,692         292,687         299,893        3,239,709
Total Liabilities.................        2,864          2,026           1,050           5,502        1,461,360
Preferred Stock...................           --             --              --              --        1,500,000
Stockholders' Equity..............      299,864        296,666         292,197         294,391          278,349
</TABLE>

            The following discussion regarding the financial statements of the
Company should be read in conjunction with the financial statements and notes
thereto.

            Important Factors Relating to Forward Looking Statements. - In
connection with certain forward-looking statements contained in this Form
10-KSB and those that may be made in the future by or on behalf of the Company
which are identified as forward-looking, the Company notes that there are
various factors that could cause actual results to differ materially form those
set forth in any such forward-looking statements.  The forward-looking
statements contained in this Form 10-KSB were prepared by management and are
qualified by, and subject to, significant business, economic, competitive,
regulatory and other uncertainties and contingencies, all of which are
difficult or impossible to predict and many of which are beyond the control of
the Company.  Accordingly, there can be no assurance that the forward-looking
statements contained in this Form 10-KSB will be realized or the actual
results will not be significantly higher or lower.  These forward looking
statements have not been audited by, examined by, compiled by or subjected to
agreed-upon procedures by independent accountants, and no third-party
has independently verified or reviewed such statements.  Readers of this Form
10-KSB should consider these facts in evaluating the information contained
herein.  In addition, the business and operations of the Company are subject
to substantial risks which increase the uncertainty inherent in the
forward-looking statements contained in this Form 10-KSB.  The inclusion for
the forward-looking statements contained in this Form 10-KSB should not be
regarded as a representation by the Company or any other person that the
forward-looking statements contained in this Form 10-KSB will be achieved.
In light of the foregoing, readers of this Form 10-KSB are cautioned not to
place undue reliance on the forward-looking statements contained herein.



                                                         6

<PAGE>

            Prior to fiscal 1999 the Company's activities were limited to
organizational matters, raising financing, and seeking a suitable acquisition.
The Company earned $15,818 in interest income during 1997, $16,276 in 1998,
and $10,758 in 1999.

            In July 1998 the Company began developing a dinner cruise business
centered in Biloxi, Mississippi. No revenues are expected form this business
until the cruise vessel is delivered in October, 1999.  The Company had a loss
before preferred stock dividend in the year ended March 31, 1999 of $99,782,
compared to income of $2,194 in the preceding year. The loss in 1999 is almost
entirely the result of the Company's expenses for general and administrative
expenses and marketing expenses related to the dinner cruise business. These
expenses are expected to increase significantly upon commencement of operations,
anticipated in October, 1999.  The Company has not yet obtained firm bookings
or entered into contracts and there can be no assurance as to the level of
revenues which may be derived nor as to profitability, if any.

            The Company had a working capital deficit of $1,415,747 as of March
31, 1999 and shareholders' equity of $1,778,349 as of March 31, 1999.
Substantially all of the Company's assets are comprised of construction in
progress on the cruise vessel.  The Company has financed it operations and the
construction with proceeds of its initial public offering of 30,000 shares of
Common Stock at $10 per share, proceeds from the sale of 15,000 shares
of preferred stock at $100 per share, the exercise of stock options by officers
and directors at $12 or $15 per share, and from debt financing provided by
Whitney Bank.  Interim financing in the amount of $900,000 was provided by
Whitney Bank, due on June 11, 1999 and bearing interest at the rate of 7.75%.
This financing was guaranteed by an officer and director, Burt H. Keenan.  In
May 1999 the Company and Whitney Bank entered into a permanent
financing agreement pursuant to which the Company may borrow up to $4,300,000,
which amount may be increased to $5,225,000 upon receipt of the guarantee of
the supplier of the engines for the vessel.  The loan bears interest at
the rate of 8% per annum, is secured by the cruise vessel and is guaranteed by
Mr. Keenan.  The Company anticipates that the above source of cash will be
sufficient to complete construction of the cruise vessel and provide sufficient
cash to fund startup of operations.  In the event of any cost overrun on the
cruise vessel, any delay in delivery, or the failure to meet the Company's
projections of revenue and expense, additional funds may be required.
There can be no assurance that such funds will be available when needed, nor
that they can be obtained on terms satisfactory to the Company.

            The Company has evaluated the impact of year 2000 on its operations.
The Company has been assured by vendors that the software proposed to be
utilized in its operations takes into consideration the changes required
by calendar year 2000.  On this basis the Company believes that the onset of
the year 2000 will have no material impact on the Company and will not impose
any significant additional cost on the Company.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated financial statements of the Company required to be
included in Item 7 are set forth in the Financial Statements Index.

Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

            None.

                                                         7

<PAGE>

                                                     PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers

            Directors are elected to serve until the annual meeting of
shareholders and until their successors have been elected and have qualified.
Officers are appointed to serve, subject to the discretion of the Board of
Directors, until the meeting of the Board following the annual meeting of
shareholders and until their successors have been elected and have qualified.
All directors and officers have held their positions since inception, with the
exception of Mr. Jarrell, who was elected in 1994.

Name                                     Age           Office with the Company

Burt H. Keenan                             66            Chairman of the Board

George F. Sustendal III                    59            President and Director

Jerry W. Jarrell             57            Chief Financial Officer and Director

Richard D. Stewart                            46            Director

D. B. H. Chaffe III                           65            Director

Daniel B. Killeen                             65            Director

          Each officer and director will devote only such time to the business
affairs of the Company as he deems appropriate, as discussed under the caption
"Executive Compensation."

          Burt H. Keenan has been Chairman and Chief Executive Officer of
Independent Energy Holdings plcs since April 1991.  He has, since 1987, been an
associate of Chaffe & Associates, Inc., an investment banking firm located in
New Orleans, Louisiana, USA where he has specialized in capital formation for
emerging and middle market companies.  From 1969 to 1986, Mr. Keenan was the
founder, chairman and chief executive officer of Offshore Logistics, Inc. a
NASDAQ quoted marine and aviation oil and gas service company operating a fleet
of marine service vessels and helicopters worldwide, with assets of over US$200
million and sales exceeding US$180 million.  Mr. Keenan received Bachelors and
Masters degrees in business administration from Tulane University.
He is a director of Telescan, a NASDAQ quoted interactive online information
business; and of Halter Marine, Inc., an American Stock Exchange listed company
engaged in U.S. ship building.

          George F. Sustendal III is Founder, President of Sustendal & Co., a
marine marketing firm operating since 1981.  It specializes in business
planning, marketing programs, strategy, and communications for international
shipyards, manufacturers, and maritime related businesses.  From 1974 to 1980,
he managed and operated Choice and Windward Charters in the Caribbean.  He was
a founder, and Vice President operating manager of Forte Food, Inc., a company
that owned three Ruth's Chris Steakhouses in South Florida from 1986 until 1988.
 Mr. Sustendal holds a Bachelors degree in Government and Public Law, Columbia
University, New York, and completed a Master's program from School of Public
Communication, Boston University, Boston.  Additional postgraduate work
completed at the RCA Institute, New York.  Mr. Sustendal is affiliated with
several business and trade societies and is a Board member of the International
Super Yacht Society.  He holds a USCG 100 Ton Master's Ticket for power and
sail.

          Jerry W. Jarrell was Executive Director - Finance of Independent
Energy Holdings, plc from April 1991 to May 1998.  He is an expert in the area
of operational finance and financial management reporting.  He was chief
financial officer for the Woodson Companies, an oilfield construction company
from 1977 to 1990.  From 1971 to 1977, he was secretary, treasurer and
controller of Offshore Logistics, Inc., a major marine and aviation oil and gas

                                                         8

<PAGE>

company.  Prior to joining Offshore Logistics, he was a certified public
accountant with Arthur Andersen & Company between 1966 and 1971.  He earned a
BS degree in accounting from Louisiana Tech University.

          Richard D. Stewart has been President of Robert's Gumbo Shop, Inc.,
in New Orleans since 1993.  From 1979 to 1993 he was Vice President of
Operations and Product Development for Roberts Food Services in New Orleans.
He received a degree in Hotel, Restaurant and Tourism Administration from the
University of New Orleans. He serves on several professional and civic
organizations related to the restaurant and tourism industries.

          D. B. H. Chaffe III has been President and Chief Executive Officer of
Chaffe & Associates, Inc., an investment banking firm located in New Orleans,
Louisiana, since 1982.  From 1981 to 1985, Mr. Chaffe was President, Chief
Executive Officer and Treasurer of Becker & Associates, Inc., a marine
contracting firm, following a leveraged buy-out by Mr. Chaffe and two other
individuals.  From 1971 to 1981, he was Executive Vice President and Director
of Howard, Weil, Labouisse, Friedrichs Incorporated and the head of corporate
finance at this regional investment banking firm.  From 1969 to 1971, he was a
general partner of Howard, Weil, Labouisse, Friedrichs & Company.  Prior to
1969 Mr. Chaffe was a registered representative and a principal of investment
banking firms. He has served on advisory committees and has been a member of
National Securities Associations and stock exchanges.  Mr. Chaffe received a
Bachelors degree in Engineering from Tulane University.  Mr. Chaffe is a
director of Telescan, Inc.

          Daniel B. Killeen has been an associate professor in information
systems in the A. B. Freeman School of Business at Tulane University since
1983.  From 1967 to 1983, he was Director of Computing at the University,
responsible for all computing activities and a staff of fifty.  Mr. Killeen
performs consulting work for business and industry throughout the Gulf South.
Mr. Killeen has received degrees in Physics and a Ph.D in Engineering, and
is affiliated with several honorary business and scientific societies.  He is a
registered Louisiana professional engineer.

Indemnification

          The Delaware Supreme Court has held that directors' duty of care to a
corporation and its stockholders requires the exercise of an informed business
judgment.  Having become informed of all material information reasonably
available to them, directors must act with requisite care in the discharge of
their duties.  The Delaware General Corporation Law permits a corporation
through its certificate of incorporation to exonerate or indemnify its
directors from personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duty of care as a director, with
certain exceptions.  The Companies have adopted these exoneration and
indemnification provisions in the Delaware General Corporation Law in their
respective certificates of incorporation and bylaws.   The exceptions include a
breach of the director's duty of loyalty, acts or omissions not in good faith
or which involve intentional misconduct or knowing violations of law, improper
declarations of dividends, and transaction from which the directors derived an
improper personal benefit.  The Company's Certificate of Incorporation
exonerates its directors, acting in such capacity, from monetary liability to
the extent permitted by this statutory provision.  The limitation of liability
provision does not eliminate a stockholder's right to seek non-monetary,
equitable remedies such as an injunction or recision to redress an action
taken by directors.  However, as a practical matter, equitable remedies may not
be available in all situations, and there may be instances in which no
effective remedy is available.

          The extent to which the indemnification provisions of the Delaware
General Corporation Law and the Company's Certificate of Incorporation and
bylaws provide indemnification to officers and directors for violations of the
federal securities laws has not been settled by court precedent.  The Company
understands that, in the position of the Securities and Exchange Commission,
such indemnification is against public policy and is unenforceable.



                                                         9
<PAGE>

Item 10. EXECUTIVE COMPENSATION


          The following table sets forth the cash compensation of the Company's
executive officers and directors during each of the last three fiscal years.
The remuneration described in the table does not include the cost to the
Company of benefits furnished to the named executive officers, including
 premiums for health insurance and other benefits provided to such individual
that are extended in connection with the conduct of the Company's business.
The value of such benefits cannot be precisely determined, but the executive
officers named below did not receive other compensation in excess of the lesser
of $25,000 or 10% of such officer's cash compensation.

                                            Summary Compensation Table
<TABLE>
<CAPTION>

                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION

    Name and                                                   Other Annual          Awards     Payouts        All
    Principal Position      Year     Salary         Bonus      Compensation                                   Other
                                                                              Restricted Options/ LTIP
                                                                              Stock ($) SARs(#)Payouts ($)


<S>                        <C>       <C>             <C>           <C>            <C>  <C>             <C>        <C>
                           1999      30,000          0             0              0    5,000           0          0


 George Sustendal          1998         N/A        N/A           N/A           N/A  N/A       N/A        N/A
    President and CEO

                           1997         N/A        N/A           N/A            N/A      N/A         N/A        N/A


                           1999      16,500          0             0              0    2,500           0          0


 Jerry Jarrell             1998  9,000        0              0                0       0         0          0
    Chief Financial Officer

                           1997      13,500          0             0              0        0           0          0


                           1999       2,500          0             0              0        0           0          0


 Richard Stewart           1998    0          0              0                0       0         0          0
    Director

                           1997           0          0             0              0        0           0          0

</TABLE>

         No executive officer or director is currently covered by an employment
agreement.  The Company does not maintain any pension plan, profit sharing plan
or similar retirement or employee benefit plans.



                                                        10
<PAGE>

Options Granted in Fiscal 1999

<TABLE>
<CAPTION>
                                                       Percentage of
                                                       Total Options
                                                       Granted to
                                     Options           Employees in        Exercise          Expiration
                                      Granted          Fiscal 1999    Price      Date
<S>                                       <C>                  <C>         <C>                   <C> <C>
         George Sustendal                 5,000                28.2%       $  15.00        March 31, 2005
         Jerry W. Jarrell                 2,500                14.1%       $  15.00        March 31, 2005

</TABLE>
         The following table contains information concerning the exercise of
stock options and employment related options and information in unexercised
stock options held as of March 31, 1999 by the named executive officers:

Option Exercises and Year-end Value Table
<TABLE>
                                                                                             Value of Unexercised
<CAPTION>
                                                                                             In-the-Money Options
                                                            Number of Unexercised                     at
                             Shares                           Options & Warrants                March 31, 1999
                           Acquired on       Value
                            Exercise       Realized(1)   Exercisable     NonExercisable          Exercisable(2)
<S>                               <C>      <C>                    <C>          <C>                            <C>
George Sustendal                  0        $       0              0            5,000                          0
Jerry Jarrell                 2,000                0              0            2,500                          0
</TABLE>


(1)      Market Value at time of exercise less exercise price.   Since the
Common Stock does not currently trade the Market Value is based upon the
offering price of the Company's initial public offering at $10.00 per share.
(2)      Value equals the difference between market value and exercise price,
and is $0 at March 31, 1999 since the exercise price was higher than market
value.

         Prior to Fiscal 1999, the Company granted a total of 4,300 options to
purchase Common Stock under its 1993 Stock Option Plan, as follows:  Burt H.
Keenan, 2,600 shares;  D.B.H. Chaffe, III, 1,200 shares; and Daniel B. Killeen,
500 shares; all exercisable at $15.00 per share at any time until December 31,
1999; and options to purchase 2,000 shares to $12.00 per share at any time
until December 31, 1999. All of these options were exercised in Fiscal 1999.
(See "Stock Option Plan.")


                                                        11

<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of March 31, 1999, the stock
ownership of all persons known to own beneficially five percent or more of the
Company's Common Stock and all directors and officers of the Company,
individually and as a group.  Each person has sole voting and investment power
over the shares indicated, except as noted.

                                           Number of Shares
                                            of Common Stock
                                             Beneficially
Names and Addresses                              Owned                 Percent


Burt H. Keenan                                   11,170                   20.3%

George F. Sustendal III                           5,000                    9.1%

D. B. H. Chaffe III                               4,320                    7.9%

Daniel B. Killeen                                   760                    1.4%

Jerry W. Jarrell                                  2,125                    3.9%

Richard D. Stewart(4)                                --

All Officers and
Directors as a Group:
(6 persons)                                      23,375                  42.6%

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The Company has an oral agreement with Jerry W. Jarrell, a director, to
provide consulting services to the Company.  The agreement, which commenced on
January 1, 1995, is for a term of 24 months and provides for $1,250
compensation per month, plus a one-time grant of options to purchase 2,000
shares of Common Stock at $12.00 per share.  On January 1, 1997 the  agreement
was renewed but the compensation reduced to $750 per month. See "Stock Option
Plan" below.  On October 1, 1998 the compensation was increased to $2,000 per
month.

        All shares of Common Stock presently issued and outstanding are
"restricted securities" as that term is defined under the Securities Act and
may not be sold in the absence of registration or exemption under the
Securities Act. Under current law, the shares cannot be sold for two years from
the date they are purchased, and then only under limited circumstances.
See "Description of Securities."

Stock Option Plan

        The Company, by resolution of its Board of Directors and stockholders,
adopted a 1993 Stock Option Plan (the "Plan") on February 16, 1993.  The Plan
enables each Company to offer an incentive based compensation system to
employees, officers and directors and to employees of companies who do business
with the Company.

        In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and
its subsidiaries or employees of companies with which the Company does
business become participants in the Plan upon receiving grants in the form of
stock options or restricted stock.  A total of 2,000,000 shares are authorized
for issuance under the Plan, of which 17,750 shares are issuable under options
granted to officers, directors and key employees at $15.00 per share, all
become exercisable March 31, 2002 and expire March 31, 2005.  The Company may
increase the number of shares authorized for issuance under the Plan

                                                        12

<PAGE>

or may make other material modifications to the Plan without shareholder
approval.  However, no amendment may change the existing rights of any option
holder.  Currently, the Company's Certificate of Incorporation authorizes
the issuance of only 200,000 shares of Common Stock, but the shareholders and
Board of Directors have approved an increase to up to 20,000,000 shares of
Common Stock.

        In October 1998 directors and officers exercised stock options for
4,300 shares at $15.00 per share and 2,000 shares at $12.00 per share.

        Any shares which are subject to an award but are not used because the
terms and conditions of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan.  However, shares with respect to which a
stock appreciation right has been exercised may not again be made subject to an
award.

        Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted at a
price less than 110% of the fair market value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified
stock options may not be granted at a price less than 85% of fair market value
of the stock as of the date of grant.  Restricted stock may not be granted under
the Plan in connection with incentive stock options.

        Stock options may be exercised during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years
after the date of grant or three years after death or disability, whichever is
later.  In the discretion of the Committee, payment of the purchase price for
the shares of stock acquired through the exercise of a stock option may be made
in cash, shares of the Company's Common Stock or by delivery or recourse
promissory notes or a combination of notes, cash and shares of the Company's
Common Stock or a combination thereof.  Incentive stock options may only be
issued to directors, officers and employees of the Company.

        Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO").  If an
option grant contains the AO feature and if a participant pays all or part of
the purchase price of the option with shares of the Company's Common Stock,
then upon exercise of the option the participant is granted an AO to purchase,
at the fair market value as of the date of the AO grant, the number of
shares of common stock the Company equal to the sum of the number of whole
shares used by the participant in payment of the purchase price and the number
of whole shares, if any, withheld by the Company as payment for withholding
taxes.  An AO may be exercised between the date of grant and the date of
expiration, which will be the same as the date of expiration of the option to
which the AO is related.

        Stock appreciation rights and/or restricted stock may be granted in
conjunction with, or may be unrelated to stock options.  A stock appreciation
right entitles a participant to receive a payment, in cash or common stock or
a combination thereof, in an amount equal to the excess of the fair market
value of the stock at the time of exercise over the fair market value as of the
date of grant.  Stock appreciation rights may be exercised during a period of
time fixed by the Committee not to exceed ten years after the date of grant or
three years after death or disability, whichever is later.  Restricted stock
requires the recipient to continue in service as an officer, director, employee
or consultant for a fixed period of time for ownership of the shares to vest.
If restricted shares or stock appreciation rights are issued in tandem with
options, the restricted stock or stock appreciation right is canceled upon
exercise of the option and the option will likewise terminate upon vesting of
the restricted shares.


                                                        13

<PAGE>

Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.  The following exhibits of the Company are included herein.

            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*
            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*

            24.  Power of Attorney**


*      Filed in original registration statement on Form SB-2, File No.
 33-61894-FW (the "Registration Statement")and incorporate herein by reference.
**     Filed herewith.


            (b)  Reports on Form 8-K.
                 Not Applicable.




                                                        14

<PAGE>

                                                    SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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 on June 23, 1999.


                                                  STARSHIP CRUISE LINE, INC.


                       By:  /s/ Burt H. Keenan
                                                         Burt H. Keenan
                                                                Chairman

        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 on June 23, 1999.


By:     /s/ Burt H. Keenan                  Chairman of the Board and Director
        Burt H. Keenan


By:     /s/ George F. Sustendal III                  President and Director
        George F. Sustendal III


By:     /s/ Richard D. Stewart                       Director
        Richard D. Stewart


By:     /s/ D. B. H. Chaffe III                      Director
        D. B. H. Chaffe III


By:     /s/ Daniel B. Killeen                        Director
        Daniel B. Killeen


By:     /s/ Jerry W. Jarrell   Chief Financial Officer, Secretary and Director
        Jerry W. Jarrell


                                                        16







<PAGE>



STARSHIP CRUISE LINE, INC.

                                    FINANCIAL STATEMENTS
                                    AS OF MARCH 31, 1999 AND 1998
                                    TOGETHER WITH AUDITORS' REPORT
<PAGE>






<TABLE>
<CAPTION>



                          INDEX TO FINANCIAL STATEMENTS



                                                                                                           PAGE

<S>                                                                                                             <C>
Report of Independent Public Accountants                                                                      F-2

Balance Sheet as of March 31, 1999                                                                            F-3

Statements of Operations for the Years Ended March 31, 1999 and 1998                                          F-4

Statements of Stockholders' Equity for the Years Ended March 31, 1999 and 1998                                F-5

Statements of Cash Flows for the Years Ended March 31, 1999 and 1998                                          F-6

Notes to Financial Statements                                                                                 F-7

</TABLE>


<PAGE>











                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of
Starship Cruise Line, Inc.:

We have audited the accompanying  balance sheet of Starship Cruise Line, Inc. (a
Delaware  corporation  in the  development  stage) as of March 31, 1999, and the
related  statements of operations,  stockholders'  equity and cash flows for the
years  ended  March  31,  1999 and  1998.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Starship Cruise Line, Inc. as
of March 31, 1999,  and the results of its operations and its cash flows for the
years ended March 31,  1999 and 1998,  in  conformity  with  generally  accepted
accounting principles.









New Orleans, Louisiana,
June 17, 1999






                                       F-2


<PAGE>
<TABLE>
<CAPTION>


                           STARSHIP CRUISE LINE, INC.

                                  BALANCE SHEET


                                 MARCH 31, 1999


                                     ASSETS



CURRENT ASSETS:
<S>                                                                                                <C>
   Cash and cash equivalents                                                                       $     45,813

CONSTRUCTION IN PROGRESS                                                                              3,193,896

       Total assets                                                                                $  3,239,709
                                                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Note payable                                                                                               $900,000
   Accounts payable                                                                                            506,000
   Preferred stock dividends payable                                                                     54,760
                                                                                                   ------------

       Total current liabilities                                                                   $  1,461,360
                                                                                                   ------------

MANDATORILY REDEEMABLE PREFERRED STOCK, $1.00 par value, 2,000,000     shares authorized; 15,000
shares subscribed, issued and outstanding                                                                      1,500,000

STOCKHOLDERS' EQUITY:
   Common stock, $1.00 par value; 20,000,000 shares authorized; 54,900
     issued and outstanding                                                                              54,900
   Additional paid-in capital                                                                           379,431
   Losses accumulated during the development stage                                                     (155,982)
                                                                                                   ------------

       Total stockholders' equity                                                                       278,349

       Total liabilities and stockholders' equity                                                  $  3,239,709
                                                                                                   ============



</TABLE>


The accompanying notes are an integral part of these financial statements.




                                       F-3



<PAGE>
<TABLE>
<CAPTION>


                           STARSHIP CRUISE LINE, INC.

                            STATEMENTS OF OPERATIONS


                   FOR THE YEARS ENDED MARCH 31, 1999 AND 1998


                                                                                             1999          1998
                                                                                         ----------    --------

<S>                                                                                      <C>           <C>
INTEREST INCOME                                                                          $   10,758    $   16,276

COSTS AND EXPENSES                                                                         (110,540)      (14,082)
                                                                                         -----------   ----------

NET INCOME (LOSS) BEFORE TAX PROVISION                                                      (99,782)        2,194

TAX PROVISION                                                                                 -             -

NET INCOME (LOSS)                                                                           (99,782)        2,194

PREFERRED STOCK DIVIDEND                                                                    (54,760)         -

NET INCOME (LOSS) AVAILABLE FOR COMMON SHAREHOLDERS                                      $ (154,542)    $    2,194
                                                                                         ===========    ==========

BASIC AND DILUTED EARNINGS PER SHARE                                                     $    (3.21)    $     .05
                                                                                         ===========    =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                                48,121        43,600
                                                                                         ==========    ==========




</TABLE>



The accompanying notes are an integral part of these financial statements.















                                       F-4


<PAGE>
<TABLE>
<CAPTION>



                                                STARSHIP CRUISE LINE, INC.


                                            STATEMENTS OF STOCKHOLDERS' EQUITY


                                        FOR THE YEARS ENDED MARCH 31, 1999 AND 1998



                                                                                                 Losses
                                                                                              Accumulated
                                                   Common Stock              Additional        During the
                                               Number of                      Paid-in         Development
                                                  Shares      Amount          Capital            Stage            Total

<S>                                                <C>        <C>           <C>                <C>             <C>
BALANCE - March 31, 1997                           43,600     $  43,600     $  252,231         $  (3,634)      $   292,197

NET INCOME FOR THE YEAR                                -             -              -              2,194             2,194
                                               ----------     ---------    -----------     -------------       -----------

BALANCE - March 31, 1998                           43,600        43,600        252,231            (1,440)          294,391

ISSUANCE OF COMMON SHARES                           5,000         5,000         45,000             -                50,000

EXERCISE OF STOCK OPTIONS                           6,300         6,300         82,200             -                88,500

PREFERRED STOCK DIVIDENDS                           -             -              -               (54,760)          (54,760)

NET LOSS FOR YEAR                                   -             -              -               (99,782)          (99,782)
                                               ----------     ---------    -----------     -------------       -----------

BALANCE - March 31, 1999                           54,900     $  54,900       $379,431         $(155,982)      $   278,349
                                               ==========     =========       ========         ==========      ===========
</TABLE>





                         The  accompanying  notes are an integral  part of these
financial statements.













                                                            F-5


<PAGE>

<TABLE>
<CAPTION>

                           STARSHIP CRUISE LINE, INC.

                            STATEMENTS OF CASH FLOWS


                                                                                 FOR THE YEARS ENDED MARCH 31, 1999 AND 1998



                                                                                              1999            1998
                                                                                         -------------    --------

CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                                                      <C>                <C>
   Net income (loss)                                                                     $    (99,782)      $    2,194
   Adjustments to reconcile net income (loss) to net cash used by operating
activities-
       Amortization                                                                               280              280
       (Increase) decrease interest receivable                                                  -                2,087
       Increase (decrease) in accounts payable                                                 13,098            4,452
                                                                                         ------------     ------------

       Total cash flow from operating activities                                              (86,404)           9,013

CASH FLOW USED BY INVESTMENT ACTIVITIES:
   Capital expenditures                                                                    (2,696,740)          (9,156)

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from issuance of preferred stock                                                1,500,000            -
   Proceeds from exercise of stock options                                                     88,500            -
   Proceeds from issuance of common stock                                                      50,000            -
   Increase in notes payable                                                                  900,000            -
                                                                                         ------------     --------

       Total cash flows from financing activities                                           2,428,980            -
                                                                                         ------------     --------

INCREASE (DECREASE) IN CASH                                                                  (244,644)            (143)
                                                                                         ------------     ------------

CASH BALANCE - BEGINNING                                                                      290,457          290,600
                                                                                         ------------     ------------

CASH BALANCE - ENDING                                                                    $     45,813       $  290,457
                                                                                         ============       ==========

</TABLE>





The accompanying notes are an integral part of these financial statements.






                                   F-6


<PAGE>


                           STARSHIP CRUISE LINE, INC.

                              NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 1999 AND 1998



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  its  discretion,   believes  to  be  good
opportunities.  The  Company,  which  is in the  development  stage,  has  begun
construction  of a vessel it intends to use in the dinner  cruise  business  and
anticipates  completion in October 1999. The Company plans to operate the vessel
on the Mississippi Gulf Coast, primarily serving that region's tourism market.

The Company is highly  leveraged and has no operating  history.  The Company has
committed  bank  financing in place for $5.225  million,  (of which $900,000 was
outstanding at March 31, 1999), which it believes will be sufficient to complete
the vessel and fund any working capital needs for the first year of the vessel's
operations.  The final $925,000 of this $5,225,000  commitment is subject to the
pending limited  guarantee  discussed in Note 6. The Company believes the vessel
will be able to  generate  positive  cash flow by the end of its  first  year of
operations,  but there is no guarantee that this will occur. However, one of the
Company's  principals  has committed to provide the funding,  if  necessary,  to
cover any working capital deficiencies during initial operations.

There currently are no dinner cruise vessels  operating on the Mississippi  Gulf
Coast and while the  Company  believes  demand will be  sufficient,  there is no
assurance that market demand will be able to support the vessel.

2.   SIGNIFICANT ACCOUNTING POLICIES:

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

There are no temporary  differences between financial reporting and tax basis of
assets  and  liabilities.  The  Company  has  incurred  a  cumulative  loss from
operations  since  inception.  Therefore,  a valuation  allowance  was  provided
against the  deferred  tax asset  resulting  from the net  operating  loss (NOL)
carryforward.  In  1998  this  valuation  allowance  was  reduced  in an  amount
equivalent to the NOL  utilization  and therefore no tax provision was recorded.
This asset has been reduced to zero by a valuation allowance.
The net operating loss carryforward at March 31, 1999 was approximately $105,000
and will expire in 2010 and 2014.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements and the reported results of operations during the reporting
period. Actual results could differ from those estimates.

The expenses related to entering the dinner cruise business including  marketing
expenses are being expensed as incurred.

                                                        F-7


<PAGE>



3.   RELATED PARTY TRANSACTIONS:

Officers and directors will be compensated based on actual time and expenses
devoted to the Company's business.  During 1999 and 1998 consulting fees paid
to Directors were $61,500 and $9,000, respectively.

4.   STOCK OPTION PLAN:

In October 1995 the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 123 (SFAS 123)  "Accounting for Stock-Based
Compensation,"  effective  for the  Company at March 31,  1997.  Under SFAS 123,
companies  can either  record  expense  based on the fair  value of  stock-based
compensation  upon issuance or elect to remain under the current APB Opinion No.
25 method whereby no  compensation  cost is recognized  upon grant.  The Company
will  continue  to account  for its  stock-based  compensation  plans  under APB
Opinion No. 25.  Entities  electing to remain with the accounting in APB Opinion
No. 25 must make  disclosures  as if SFAS 123 had been applied.  The  disclosure
requirements  of this Statement are effective for options granted in fiscal 1996
and later.

The Company's  1993 Stock Option Plan (the "Plan")  provides for the issuance of
up to 2 million  shares of common  stock at no less than 84% of market  value at
the time of grant (for  non-qualified  options)  and no less than 110% of market
value for incentive stock options (110% if the optionee holds 10% or more of the
Company's  common  stock).  During 1993 the Company  granted  options to current
stockholders  to purchase 4,300 shares of common stock at $15 per share.  During
1994,  the Company  granted  options to a consultant to purchase 2,000 shares of
common stock at $12 per share.  These  options were  exercised in October  1998.
During 1999 options were granted to key  employees to purchase  17,750 shares of
common stock at $15 per share. The options become  exercisable in March 2002 and
expire in March 2005.

The options granted in 1999 had a fair value of $2.08 per share.  This valuation
 was determined using the Black-Scholes pricing model, using assumptions of a
risk-free interest rate of 5.35%, no dividends, and volatility of 25%.  If the
 Company were to have
adopted SFAS 123, net loss before preferred stock dividend would have been
 approximately $106,000 in 1999.

5.   CONSTRUCTION IN PROGRESS:

The Company is constructing 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 $6.2 million with delivery scheduled for October 1999.
  As of March 31, 1999,
interest capitalized during construction is $15,251.

6.    NOTE PAYABLE:

The Company is financing the  construction of the dinner cruise vessel with bank
financing  and  preferred  stock  (see  note 7). At March  31,  1999 the  amount
outstanding under an interim  financing  agreement was $900,000 with interest at
7.75% and maturing on June 11, 1999.  The interim  financing  was secured by the
guarantee of Burt H. Keenan, founder and major shareholder of the Company.






                                                                F-8


<PAGE>



In May 1999 the Company has executed a construction  financing  agreement in the
amount of $4,300,000,  with interest only payments due September 30 and December
31, 1999.  Upon  completion of the vessel,  the  construction  financing will be
converted to term  financing in the amount of $5,225,000  for a five year period
with payments based on ten year  amortization  with unpaid balance due after the
five years.  The increase is subject to obtaining a $925,000  limited  guarantee
from the vendor who supplied the vessel's engine; Management has been assured it
will obtain this guarantee.  The payments are due quarterly  beginning March 31,
2000 with  interest  fixed at rate of 8%. The  financing is secured by a lien on
the dinner cruise vessel and the personal guarantee of Burt H. Keenan.

The term financing is subject to certain financial and non-financial covenants.
  The financial covenants, which go into effect January 1, 2000 include minimum
cash flow coverage of debt payments of 1.25 to 1, minimum working capital of
$250,000 and minimum net
worth, including preferred stock, of $1,000,000.

7.    MANDATORILY REDEEMABLE PREFERRED STOCK:

The Company issued 15,000 shares of mandatorily redeemable convertible preferred
stock in November 1998. The Preferred Stock bears annual dividends of $10.00 per
share payable quarterly in arrears. Each preferred share is convertible into one
share of common stock at the option of the holder. The Company has the option to
redeem  the  preferred  shares  in whole or in part at a price of  $100.00  plus
accrued  dividends  as of  December  31, 2001 and the  obligation  to redeem all
shares at a price of $100.00 on December 31, 2004, plus accrued  dividends.  The
holders of the  preferred  shares have no voting  rights  except at any time the
equivalent of three quarterly  dividends are unpaid or company fails to make any
mandatory  redemption  of the  preferred  shares  at which  time the  number  of
directors of the Company  will be increased by two and elected by the  preferred
shareholders.