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 December 31, 2000.
[ ] 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: 33-61890-FW
EMERGING DELTA CORPORATION
(Exact name of small business issuer in its charter)
DELAWARE | 72-1235452 |
220 Camp Street, New Orleans, Louisiana | 70130 |
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 outstanding of the issuer's classes of Common Stock as of December 31, 2000:
Common Stock, $1.00 Par Value - 43,600 shares
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EMERGING DELTA CORPORATION
Index to Form 10-Q
Part I. FINANCIAL INFORMATION
Item 1. | Financial Statements (Unaudited) Balance Sheets as of December 31, 2000 and March 31, 2000 Statements of Operations for the Three and Nine Months Ended December 31, 2000 and 1999 Statements of Cash Flows for the Nine Months Ended December 31, 2000 and 1999 Notes to the Financial Statements |
Item 2. | Management's Discussion and Analysis of Financial condition and Results of Operations |
Part II. OTHER INFORMATION
Item 1. | Legal Proceedings |
Item 2. | Changes in Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security Holders |
Item 5 | Other Information |
Item 6 | Exhibits and Reports on Form 8-K |
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PART 1. FINANCIAL STATEMENTS
Item 1. Financial Statements
EMERGING DELTA CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
ASSETS
| December 31, | March 31, |
Current Assets |
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Cash and cash equivalents | $ 302,138 | $ 301,229 |
Accrued interest receivable | 1,701 | - |
Total Assets | $ 303,839 | $ 301,229 |
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities |
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Accounts payable | $ 1,300 | $ 2,700 |
Stockholders' Equity |
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Preferred Stock, $1.00 par value; 2,000,000 shares authorized; |
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Common Stock, $1.00 par value; 20,000,000 shares authorized; |
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Additional Paid-in Capital | 252,214 | 252,214 |
Retained Earnings | 6,725 | 2,715 |
Total Stockholders' Equity | 302,539 | 298,529 |
Total Liabilities and Stockholders' Equity | $ 303,839 | $ 301,229 |
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The accompanying notes are an integral part of these financial statements.
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EMERGING DELTA CORPORATION
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
| For the Nine | For the Nine | For the Three | For the Three |
INTEREST INCOME | $ 14,636 | $ 11,725 | $ 5,140 | $ 4,705 |
COSTS AND EXPENSES | (10,626) | (9,183) | (3,924) | (3,469) |
INCOME BEFORE TAX PROVISION | 4,010 | 2,542 | 1,216 | 1,236 |
TAX PROVISION | - | - | - | - |
NET INCOME | $ 4,010 | $ 2,542 | $ 1,216 | $ 1,236 |
BASIC EARNINGS PER SHARE | $ .09 | $ .06 | $ .03 | $ .03 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 43,600 | 43,600 | 43,600 | 43,600 |
The accompanying notes are an integral part of these financial statements
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EMERGING DELTA CORPORATION
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
| For the Nine Months Ended December 31, 2000 | For the Nine Months Ended December 31, 1999 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Income | $ 4,010 | $ 2,542 |
Adjustments to reconcile net income to |
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Net cash used by operating activities: |
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Increase (decrease) in accounts payable | (1,400) | (1,200) |
Decrease (increase) in interest receivable | (1,701) | (3,193) |
CASH (USED) PROVIDED BY OPERATING ACTIVITIES | 909 | (1,851) |
INCREASE (DECREASE) IN CASH | 909 | (1,851) |
CASH AND CASH EQUIVALENTS - BEGINNING | 301,229 | 297,884 |
CASH AND CASH EQUIVALENTS - ENDING | $ 302,138 | $ 296,033 |
The accompanying notes are and integral part of these financial statements.
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EMERGING DELTA CORPORATION
A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
(All information as of December 31, 2000 and 1999 is unaudited)
1. DESCRIPTION OF ORGANIZATION:
Emerging Delta 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. Coincident with the formation of the Company, three similar companies were formed, managed by the same officers and directors, which are engaged in the same business. The Company will be heavily dependent on the skills, talents, and abilities of its management to successfully implement its business plan. An affiliate of a director is expected to be the source for most business opportunities submitted to the Company. Due to its currently limited funds, it is likely that the Company will not be able to compete with larger and more experienced entities for business opportunities which are less risky and are more attractive to such entities; business opportunities in which the Company ultimately participates will likely be highly risky and speculative.
The Company's proposed business is sometimes referred to as a "blind pool" because investors entrust their investment monies to the Company's management before they have a chance to analyze any ultimate use to which their money may be directed. Consequently, the Company's potential success is heavily dependent on the Company's management, which will have virtually unlimited discretion in searching for and entering into a business opportunity.
2. SIGNIFICANT ACCOUNTING POLICIES:
The financial statements for the nine months ended December 31, 2000 and 1999 are unaudited, but in the opinion of the management of the Company, contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position at December 31, 2000, the results of operations for the three and nine months ended December 31, 2000 and 1999 and the cash flows for the nine months ended December 31, 2000 and 1999.
The results of operations for the nine months ended December 31, 2000 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending March 31, 2001.
3. RELATED PARTY TRANSACTIONS:
Officers and directors will be compensated based on actual time and expenses devoted to the Company's business. During the nine months ended December 31, 2000 and 1999, a consulting fee of $750 per month was paid to the Company's Treasurer.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has commenced no operations and has no activities. General and Administrative expenses for the nine months ended December 31, 2000 and 1999 include consulting fees of $6,750.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
In connection with forward-looking statements contained in this Form 10-QSB and those that may be made in the future by or on behalf of the Company which are identified as forward-looking by such words as "believes," "intends" or words of a similar nature, the Company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. The forward-looking statements contained in this Form 10-QSB 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-QSB 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-QSB 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-QSB. The inclusion of the forward-looking statements contained in this Form 10-QSB should not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Form 10-QSB will be achieved. In light of the foregoing, readers of this Form 10-QSB are cautioned not to place undue reliance on the forward-looking statements contained herein.
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PART II. OTHER INFORMATION
Item 1. | LEGAL PROCEEDINGS None | ||
Item 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS None | ||
Item 3. | DEFAULTS UPON SENIOR SECURITIES None | ||
Item 4. | SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS None | ||
Item 5 | OTHER INFORMATION None | ||
Item 6 | EXHIBITS AND REPORTS ON FORM 8-K | ||
| (a) | Exhibits. | |
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| *3.1 | Restated Certificate of Incorporation |
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| *3.2 | Bylaws |
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| *3.3 | Proposed Certificate of Amendment to the Restated Certificate of Incorporation |
| 10. | Material Contracts | |
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| *10.1 | 1993 Stock Option Plan |
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| *10.2 | Form of Stock Option Agreements with Messrs. Keenan, Killeen, Jarrell and Chaffe with Schedule of Details |
* Filed with Registration Statement on Form SB-2, File No. 33-61892-FW (the Registration Statement) and
incorporated by reference.
| (b) | Reports of Form 8-K. None |
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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 February 14, 2001.
| EMERGING DELTA CORPORATION | |
| By: | BURT H. KEENAN |
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 February 14, 2001.
By: | BURT H. KEENAN |
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By: | D. B. H. CHAFFE III |
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By: | DANIEL B. KILLEEN |
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By: | JERRY W. JARRELL |
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