UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2005
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period _______ to _______
COMMISSION FILE NUMBER 000-25973
JOYSTAR, INC.
(Exact name of registrant as specified in its charter)
California 68-0406331
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
95 Argonaut St. Aliso Viejo, CA 92656, Telephone (949) 837-8101
--------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Registrant's zip code
and telephone number)
--------------------------------------------------------------------------------
Former address
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 [ ]
The number of shares of the registrant's common stock as of September 30, 2005:
31,249,148 shares.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheets 3
(b) Statements of Operations 4
(c) Statement of Stockholders' Equity (deficit) 5
(d) Statements of Cash Flows 6
(e) Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 10
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION 13
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6.
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES AND CERTIFICATES 14
2
JOYSTAR, INC.
BALANCE SHEETS
(UNAUDITED)
------------------------------------------------------------------------------------------
September 30, December 31,
2005 2004
----------- -----------
ASSETS
Current assets:
Cash $ 314,531 $ 283,869
Other receivables 71,317 100
Prepaid expenses 46,572 16,265
----------- -----------
Total current assets 432,420 300,234
Property and equipment, net 121,969 37,327
Customer list 55,125 --
----------- -----------
Total assets $ 609,514 $ 337,561
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 189,771 $ 144,416
Accounts payable-merchants 226,820 --
Accrued salaries 62,356 172,038
Accrued payroll taxes 395,697 203,970
Accrued rent 35,000 35,000
Loans from shareholder 472 259,834
----------- -----------
Total current liabilities 910,116 815,258
Commitments and contingency -- --
Stockholders' equity:
Preferred stock, no par value, 10,000,000
shares authorized; none issued -- --
Common stock, no par value, 50,000,000
shares authorized; 31,249,148 and 23,228,633
shares issued and outstanding at September 30, 2005 and
December 31, 2004, respectively 7,221,486 4,178,663
Stock issued for deferred compensation (419,500) (621,250)
Stock subscribed not issued, 227,333 shares and
887,333 shares at September 30, 2005 and December
31, 2004, respectively 204,800 794,800
Accumulated deficit (7,307,388) (4,829,910)
----------- -----------
Total stockholders' (deficit) (300,602) (477,697)
----------- -----------
Total liabilities and stockholders'
equity (deficit) $ 609,514 $ 337,561
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
JOYSTAR, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
-----------------------------------------------------------------------------------------------------------
For the nine For the nine For the three For the three
months ended months ended months ended months ended
September 30, 2005 September 30, 2004 September 30, 2005 September 30, 2004
------------- ------------- ------------- -------------
Revenues $ 469,884 $ 53,610 $ 282,476 $ 43,795
Operating expenses:
Selling expense 355,925 -- 225,134 --
General and administrative 1,718,975 1,046,394 567,807 796,246
Marketing expenses 862,821 1,221,502 488,749 552,888
------------- ------------- ------------- -------------
Total operating expenses 2,937,721 2,267,896 1,281,690 1,349,134
------------- ------------- ------------- -------------
Loss from operations before
interest and taxes (2,467,837) (2,214,286) (999,214) (1,305,339)
Interest expense 9,641 -- -- --
Provision for taxes - State -- 2,585 -- 25
------------- ------------- ------------- -------------
Net loss $ (2,477,478) $ (2,216,871) $ (999,214) $ (1,305,364)
============= ============= ============= =============
Loss per share $ (0.10) $ (0.10) $ (0.03) $ (0.06)
============= ============= ============= =============
Weighted average number of common
shares outstanding 26,033,552 21,531,413 29,972,580 22,108,238
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
4
JOYSTAR, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK Stock issued Stock Total
-------------------------- for Subscribed Stockholders'
Number of Deferred not Accumulated Equity
Shares Amount Compensation Issued (Deficit) (Deficit)
------------ ------------ ------------ ------------ ------------ ------------
Balance at December 31, 2004 23,228,633 $ 4,178,663 $ (621,250) $ 794,800 $(4,829,910) $ (477,697)
Stock issued for services 1,877,416 754,591 -- -- -- 754,591
Stock issued for cash 4,664,213 1,748,632 -- (590,000) -- 1,158,632
Stock issued for note payable to shareholder 742,411 259,834 -- -- -- 259,834
Stock issued for accrued payroll 571,429 200,000 -- -- -- 200,000
Stock issued for interest 27,546 9,641 -- -- -- 9,641
Stock issued for assets 137,500 70,125 -- -- -- 70,125
Deferred compensation earned -- -- 201,750 -- -- 201,750
Net loss -- -- -- -- (2,477,478) (2,477,478)
------------ ------------ ------------ ------------ ------------ ------------
Balance September 30, 2005 31,249,148 $ 7,221,486 $ (419,500) $ 204,800 $(7,307,388) $ (300,602)
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
5
JOYSTAR, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------------------
For the nine For the nine
months ended months ended
September 30, 2005 September 30, 2004
------------- -------------
Cash flows from operating activities:
Net loss $(2,477,478) $(2,216,871)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation 10,701 5,876
Stock issued for services 984,303 1,089,522
Stock issued for interest 9,641
Changes in assets and liabilities:
Decrease (increase) in prepaid expenses (30,307) 4,777
Decrease (increase) in other receivables (71,217) 1,900
Increase (decrease) in accounts payable 272,175 (6,088)
Increase in accrued salaries 62,356 (945)
Increase in payroll taxes 191,727 96,166
------------ ------------
Net cash used by operations (1,048,099) (1,025,663)
------------ ------------
Cash flows from investing activities:
Acquisition of property and equipment (80,343) (22,971)
------------ ------------
Net cash used by investing activities (80,343) (22,971)
------------ ------------
Cash flows from financing activities:
Increase (decrease) in loans from shareholders 472 (500)
Issuance of common stock 1,158,632 692,185
Stock subscribed not issued -- 328,000
------------ ------------
Net cash provided by financing activities 1,159,104 1,019,685
------------ ------------
Increase (decrease) in cash 30,662 (28,949)
Cash at the beginning of the period 283,869 136,319
------------ ------------
Cash at the end of the period $ 314,531 $ 107,370
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of stock for services $ 984,303 $ 1,089,522
Income taxes paid $ -- $ 2,585
Shares issued for shareholder loan $ 259,834 $ 83,295
Shares issued for interest $ 9,641 $ --
Subscribed shares issued $ 590,000 $ --
Shares issued for accrued prior year compensation $ 172,038 $ --
Shares issued for fixed assets and customer list $ 70,125 $ --
Shares issued for future services $ -- $ 22,500
The accompanying notes are an integral part of these financial statements.
6
JOYSTAR, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
---------------------
Joystar, Inc. a California corporation (" the Company") was incorporated on
February 5, 1998. The Company specializes in selling complex travel products
including cruises, vacation packages and group travel through its national sales
force of independent travel agents.
All adjustments (consisting only of normal recurring adjustments) have been made
which, in the opinion of management, are necessary for a fair presentation.
Results of operations for the nine months ended September 30, 2005 and 2004 are
not necessarily indicative of the results that may be expected for any future
period. The balance sheet at December 31, 2004 was derived from audited
financial statements.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, have been omitted. These financial statements
should be read in conjunction with the audited financial statements and notes
for the year ended December 31, 2004.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
REVENUE RECOGNITION
--------------------
The Company sells travel products and services through a merchant model
and an agency model.
Under the merchant model the Company records revenues from travel
related sales transactions where the Company both purchases from the
supplier and sells to the customer the requested travel service. This
is reflected in the Statement of Operations at the net amount, which
reflects the gross amount charged to the customer less the cost paid to
the supplier at the time travel is completed.
Under the agency model the Company receives commissions from travel
suppliers for processing reservations and the income is recorded as
earned.
7
Revenues derived in the future from annual memberships or other
activities where a time factor is involved will be deferred over the
appropriate period and recognized as earned.
PROPERTY AND EQUIPMENT
----------------------
Property and equipment is stated at cost and depreciated using the
straight-line method over the estimated useful life of the assets,
which is seven years for furniture and equipment and three years for
computer equipment.
CUSTOMER LIST
-------------
The Company acquired a customer list from Vacation and Cruise
Resources, Inc. (a Florida Corporation) that will be used in the
operation of the Company's travel business in Florida. The Company
estimates that the useful life of the list is five years and will
amortize the list over that period.
USE OF ESTIMATES
----------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
INCOME TAXES
------------
Deferred income taxes are reported using the liability method. Deferred
tax assets are recognized for deductible temporary differences and
deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
NET LOSS PER SHARE
------------------
In February 1997, the Financial Accounting Standards Board (FASB)
issued SFAS No. 128 "Earnings Per Share" which requires the Company to
present basic and diluted earnings per share, for all periods
presented. The computation of loss per common share (basic and diluted)
is based on the weighted average number of shares actually outstanding
during the period. The Company has no common stock equivalents, which
would dilute earnings per share.
8
3. GOING CONCERN
-------------
The accompanying financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United
States of America, contemplates the continuation of the Company as a
going concern. However, the Company had been in the development stage
since its inception, sustained significant losses and has used capital
raised through the issuance of stock and debt to fund activities.
Continuation of the Company as a going concern is contingent upon
establishing and achieving profitable operations. Such operations will
require management to secure additional financing for the Company in
the form of debt or equity.
Management believes that actions currently being taken to revise the
Company's funding requirements will allow the Company to continue its
development stage operations. However, there is no assurance that the
necessary funds will be realized by securing debt or through stock
offerings.
4. LEGAL PROCEEDINGS
-----------------
In March, 2004 a former employee of the Company who was terminated
prior to the acquisition of Joystar, filed a lawsuit in Orange County
Superior Court for breach of contract and specific performance relating
to the exercise of options, among other causes of action. The lawsuit
has been dismissed.
An independent third party stockbroker has filed a lawsuit against the
Company for refusal to register certain shares to them as
un-restricted. Settlement has been reached the 138,600 shares have been
registered without restriction.
9
5. COMMON STOCK
------------
During the three months ended September 30, 2005, the Company issued
2,082,143 shares of its common stock, no par value per share, at a
purchase price of $0.35 per share, less expenses, to institutional and
accredited investors ($728,750).
Additionally, William M. Alverson, the Company's CEO and one other
officer and director converted their respective loans to the Company
totaling $575,000 to equity under the same terms.
In addition to common stock shares, each subscriber received one
warrant to purchase the Company's common stock for each two shares
purchased. The warrants have the exercise price of $0.50 per share and
expire in five years from the date of issuance. The warrants are
subject to call provisions as described in the warrant agreement. The
subscribers have certain registration rights to register the shares and
the warrants purchased in the placement.
The number of warrants outstanding at September 30, 2005 1,862,514.
6. ACQUISITION OF ASSETS
---------------------
At July 29, 2005 the Company acquired the assets of Vacation and Cruise
Resources, Inc. DBA Miami Cruise Center for $30,000 cash and 137,500 of
restricted common shares valued at the closing price on the date of
issue $70,125. The Company allocated the purchase price of the assets
based on Company's best estimate of the fair values as follows:
Furniture and fixtures $ 23,000
Computers 22,000
Customer list 55,125
------------
Total $ 100,125
============
7. SUBSEQUENT EVENT
----------------
In October the Company issued 25,625 shares of common stock for
services valued at the closing price of the stock on the dates issued
$8,400.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH
STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER
PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
General
Joystar, Inc., a California corporation, (the "Company") was incorporated in the
State of California on February 5, 1998.
Joystar is one of the nation's largest and fastest growing travel agency
networks. The Company specializes in selling complex travel products including
cruises, vacation packages and group travel. Joystar's offers innovative
technology, marketing opportunities and expert support services to over 2800
virtual travel agents. The Company makes it possible for professional travel
agents to concentrate on promoting travel and creating customer loyalty without
the administrative and financial burden of operating a traditional storefront
travel agency.
These financial statements should be read in conjunction with the financial
statements and notes for the year ended December 31, 2004.
11
RESULTS OF OPERATIONS
---------------------
Revenues for the quarter ended September 30, 2005, increased 105% to $282,476
compared to $137,899 for the previous quarter ended June 30, 2005. This was
primarily a result of the increase in our travel agent network.
Gross travel bookings corresponding to earned commissions for the quarter ended
September 30, 2005 increased 58% to $2,153,778 compared to $1,367,477 for the
previous quarter ended June 30, 2005.
Additionally, Joystar received new travel bookings for which we have not
recognized revenue totaling over $6,000,000 during the 3 months ended September
30, 2005.
Revenue as a percentage of gross bookings ("revenue margin") was 13% for the
third quarter, an increase of 30% compared with the previous quarter ended June
30, 2005. This was due primarily to higher revenue per cruise and vacation and
higher commission levels with our travel suppliers. As our gross bookings
continue to increase, we anticipate negotiating higher commission levels with
our suppliers which will result in higher revenue margins.
As of September 30, 2005 our network of independent travel agents had increased
878 to 2,900 travel agents.
Marketing expenses consist primarily of advertising and recruitment efforts for
our travel agent members. For the nine months ended September 30, 2005 marketing
expenses decreased $359,000 to $863,000 compared to $1,222,000 for the nine
months ended September 30, 2004. This was due to Company's successful host
agency branding over the past year and the Company's ability to attract
professional agents to its Network more cost effectively.
General and administrative expenses for the nine months ended September 30, 2005
were $1,719,000 as compared to $1,046,000 for the nine months ended September
30, 2004, an increase of $672,000 due primarily to the increases in employees
and salaries of $474,000 and independent contractors $192,000.
LIQUIDITY AND SOURCES OF CAPITAL
--------------------------------
During the three months ended September 30, 2005 the Company closed a $1,640,000
private placement that started in the second quarter, which included $1,057,000
in cash and the conversion of $575,000 from debt to equity under the same terms.
The Company issued 2,082,143 shares of common stock for $728,750 as part of the
$1,627,000 financing during the quarter. The Company intends to raise an
additional 5 million dollars in 2006. The Company expects to finance the capital
needed with additional issuances of its securities. In order to fund the
Company's growth, the Company has engaged an NASD member firm to provide
investment banking services. There is no assurance that the Company will be able
to secure such financing.
At September 30, 2005 the Company had a cash balance of $314,531 as compared to
a cash balance of $283,869 at December 31, 2004.
To date the Company has financed operations by issuance of shares of common
stock in private placements of $3,619,000 and issuance of shares for services in
the amount of $3,602,000.
12
Item 3. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of September 30, 2005, that the design and
operation of our "disclosure controls and procedures" (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange
Act")) are effective to ensure that information required to be disclosed by us
in the reports filed or submitted by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding whether or not disclosure is required.
During the quarter ended September 30, 2005, there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act) that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial reporting.
13
PART II. OTHER INFORMATION
Item 1. Legal proceedings
In March, 2004 a former employee of the Company who was terminated
prior to the acquisition of Joystar, filed a lawsuit in Orange County
Superior Court for breach of contract and specific performance relating
to the exercise of options, among other causes of action. A settlement
was consumated and a dismissal with prejudice was filed.
An independent third party stockbroker has filed a lawsuit against the
Company for refusal to register certain shares to them as unrestricted.
Settlement has been reached with respect to the 138,600 shares and the
Company agreed to remove the restrictive legend from the shares that
were previously issued. Case is pending full execution of settlement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2005, the Company issued
2,082,143 shares of its common stock, no par value per share, at a
purchase price of $0.35 per share, less expenses, to institutional and
accredited investors ($728,750).
Additionally, William M. Alverson, the Company's CEO and one other
officer and director converted their respective loans to the Company
totaling $575,000 to equity under the same terms.
In addition to common stock shares, each subscriber received one
warrant to purchase the Company's common stock for each two shares
purchased. The warrants have the exercise price of $0.50 per share and
expire in five years from the date of issuance. The warrants are
subject to call provisions as described in the warrant agreement. The
subscribers have certain registration rights to register the shares and
the warrants purchased in the placement.
The Company paid 10% commission payable in cash and broker warrants to
First Montauk Securities Corp. of Red Bank, New Jersey, member NASD,
who acted as a selling agent for the financing. The Company received a
total net proceeds of $728,750, after deducting the legal fees and
commissions, and eliminated the existing shareholders' loans in the
total amount of $575,000. The net proceeds will be used by the Company
for working capital purposes. The shares and warrants were offered and
sold by the Company to investors whom the Company had reasonable
grounds to believe were "accredited investors" within the meaning of
Rule 501 of Regulation D under the Securities Act of 1933, as amended
(the "Securities Act"). The investors were provided access to business
and financial about the Company and had such knowledge and experience
in business and financial matters that it was able to evaluate the
risks and merits of an investment in the Company. Each certificate
evidencing securities issued to the investors included a legend to the
effect that the securities were not registered under the Securities Act
and could not be resold absent registration or the availability of an
applicable exemption from registration. No general solicitation or
advertising was used in connection with the transaction. The issuance
of the shares and warrants was exempt from the registration
requirements of the Securities Act by reason of Section 4(2) of the
Securities Act and the rules and regulations, including Regulation D
thereunder, as transactions by an issuer not involving a public
offering.
Item 3. Defaults on Senior Securities NONE
Item 4. Submission of Items to a Vote NONE
Item 5. Other Information NONE
14
Item 6.
(a) Exhibits
--------
The following Exhibits are incorporated herein by reference or are filed
with this report as indicated below.
Exhibit No. Description
----------- -----------
* Exhibit 10.1 Subscription Agreement
* Exhibit 10.2 Warrant Agreement
* Exhibit 10.3 Escrow Agreement
* Exhibit 10.4 Standstill Agreement
Exhibit 10.5 Agreement for the purchase and sale of assets between
Vacation and Cruise Resources, Inc. and Joystar, Inc.
dated August 11, 2005.
Exhibit 31 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act
Exhibit 32 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act
b) Reports on 8K during the quarter: Form 8-K filed on July 21, 2005.
* Previously filed with the Securities and Exchange Commission.
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JOYSTAR, INC.
Date: November 15, 2005
By: /s/ William Alverson
---------------------------------
Chief Executive Officer and Chief
Financial Officer
16