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, 1996
[ ] 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 September 30, 1996
EMERGING ALPHA CORPORATION
(Exact Name of Registrant as specified in its Charter)
Delaware 72-1235449
(State or other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.)
220 Camp Street, New Orleans, Louisiana 70130
(Address of Principal Executive Offices) (Zip Code)
(504) 524-1801
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12
months (of for such shorter period that the Registrant was required to file such
reports) and (ii) has been subject to such filing requirements for the past 90
days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
Common Stock, $1.00 par value 43,600
- ---------------------------------- -------------------
Title of Class Number of Shares outstanding
at September 30, 1996
Exhibit Index - NONE.
2
EMERGING ALPHA CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
ASSETS
September 30, March 31,
1996 1996
Current Assets
Cash and cash equivalents $ 288,310 $ 292,922
Interest Receivable 178 178
Total Current Assets 288,488 293,100
Other Assets - organization costs 700 840
Total Assets $ 289,188 $ 293,940
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ $ 1,949
Taxes payable --
Total Current Liabilities 1,949
Stockholders' Equity:
Preferred Stock, $1.00 par value;
2,000,000 shares authorized;
no shares subscribed, issued
and outstanding -- --
Common Stock, $1.00 par value; 20,000,000 shares
authorized; 43,600 shares issued and outstanding 43,600 43,600
Additional Paid-in Capital 251,460 251,460
Accumulated Deficit (5,872) (3,069)
Total Stockholders' Equity 289,188 291,991
Total Liabilities and Stockholders' Equity $ 289,188 $ 293,940
The accompanying notes are an integral part of these
financial statements.
3
EMERGING ALPHA CORPORATION
(A Company in the Development Stage)
STATEMENT OF OPERATIONS
FOR THE FOR THE FOR THE FOR THE
SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1996 Sept. 30, 1995
REVENUES -
Interest Income $ 7,747 $ 11,056 $ 3,926 $ 3,125
COSTS AND EXPENSES
General and Administrative 10,550 12,141 5,542 5,616
TOTAL COSTS AND EXPENSES $ 10,550 $ 12,141 $ 5,542 $ 5,616
NET INCOME (LOSS) $ (2,803) $ (1,085) $ (1,616) $ (2,491)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 43,600 43,600 43,600 43,600
INCOME (LOSS) PER
COMMON SHARE $ (.06) $ (.02) $ (.04) $ (.06)
The accompanying notes are an integral part of
these financial statements.
4
EMERGING ALPHA CORPORATION
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS
FOR THE FOR THE FOR THE FOR THE
SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1996 Sept. 30, 1995
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (2,803) $ (1,085) $ (1,616) $ (2,491)
Add item not requiring the
use of cash - amortization 140 140 70 70
Adjustments to reconcile
net income (loss)
to net cash used by
operating activities
Increase (decrease)
accrued expenses
Increase (decrease) in
accounts payable (1,949) (750) (750)
Increase (decrease) in
due to related party (1,250)
Increase (decrease) in
taxes payable (592) (152)
CASH (USED) PROVIDED
BY OPERATING ACTIVITIES (4,612) (2,287) (1,546) (4,573)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock
Increase in Deferred
Offering Costs
CASH PROVIDED (USED
BY FINANCING ACTIVITIES
INCREASE (DECREASE) IN CASH (4,612) (2,287) (1,546) (4,573)
CASH BALANCE - BEGINNING 293,100 299,021 290,034 301,307
CASH BALANCE - ENDING $ 288,488 $ 296,734 $ 288,488 $ 296,734
The accompanying notes are an integral part of
these financial statements.
5
EMERGING ALPHA CORPORATION
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
(All information as of September 30, 1996
and 1995 is unaudited)
1. DESCRIPTION OF ORGANIZATION
Emerging Alpha Corporation (the "Company") is considered to be in the
development stage as defined in Statement of Financial Accounting
Standards No. 7. The Company was incorporated under the laws of the State
of Delaware on February 10, 1993, for the purpose of seeking out business
opportunities, including acquisitions, that the board of directors, in
their discretion, believe to be good opportunities. The Company 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 and to the fact that the
Company will only receive limited capital from a public offering, it is
likely that the Company will not be able to compete with larger and more
experienced entities for business opportunities which are lower risk and
are more attractive for such entities; business opportunities, in which
the Company ultimately participates will likely be highly risky and
speculative. Since inception, the Company's activities have been limited
to capital formation.
2. SIGNIFICANT ACCOUNTING POLICIES
Organizational costs relating to the expenses of incorporation will be
amortized on a straight-line basis over five years.
The financial statements for the three and six months ended September 30,
1996 and 1995 are unaudited, but in the opinion of the management of the
Company, contain all adjustments, consisting of only normal recurring
accruals, necessary to present fairly the financial position at September
30, 1996, the results of operations for the three and six months ended
September 30, 1996 and 1995 and the cash flows for the three and six
months ended September 30, 1996 and 1995.
The results of operations for the three months ended September 30, 1996
are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending March 31, 1996.
The operating losses for the periods ended September 30, 1995 have been
adjusted from those previously reported for amortization expenses.
3. RELATED PARTY TRANSACTIONS
The Company currently has informal arrangements with an affiliate of
certain officers and directors for use of office space and professional
and clerical services. Professional services, if any, are to be billed to
the Company at $60 to $100 per hour. Use of clerical services, if any,
are to be billed to the Company at $20 per hour. The Company currently
receives the use of office space free of charge. As of September 30,
1996, no services had been billed to the Company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL
CONDITION
The Company has commenced no operations and has no activities. General
and Administrative expenses for the three and six months ended September
30, 1996 and 1995 include $3,750 and $7,500 in consulting fees
respectively, and in the 1995 periods, $1,024 and $2,732, respectively in
legal expenses related to a proposed acquisition.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. Certificate of Incorporation and Bylaws
3.1 Restated Certificate of Incorporation*
3.2 Bylaws*
3.3 Proposed Certificate of Amendment to the
Restated Certificate of Incorporation*
10. Material Contracts
10.1 1993 Stock Option Plan*
10.2 Form of Stock Option Agreements with Messrs
Keenan, Killeen, Jarrell and Chaffe with
Schedule of Details*
* Incorporated by reference to such exhibit as filed with the Company's
registration statement on Form SB-2, file no. 33- 61888-FW (the "Registration
Statement") on April 29, 1993.
(b) Reports on Form 8-K: None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 2, 1996 By: /s/ Burt H. Keenan
-------------------------- ------------------
Burt H. Keenan
President
and Chief
Financial
Officer
(chief
financial
officer
and
accounting
officer
and duly
authorized
officer)
8