GeneratorMicrosoft Word 97SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
o [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30,
2000.
o [ ] 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
(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)
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
September 30, 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 September 30, 2000 and March 31, 2000
Statements of Operations for the Three and Six Months Ended
September 30, 2000 and 1999
Statements of Cash Flows for the Six Months Ended June 30, 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
(Unaudited)
September 30, March 31,
2000 2000
Current Assets
Cash and cash equivalents $301,511 $301,229
Accrued interest receivable 112 -
--------- ---------
Total Assets $301,623 $301,229
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 300 $ 2,700
--------- ---------
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 252,214 252,214
Retained Earnings 5,509 2,715
--------- --------
Total Stockholders' Equity 301,323 298,529
--------- --------
Total Liabilities and Stockholders' Equity $301,623 $301,229
========= =========
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
(UNAUDITED)
For the Six For the Six For the Three For the Three
Months Ended Months Ended Months Ended Months Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
INTEREST INCOME $ 9,496 $ 7,020 $ 4,810 $ 3,246
COSTS AND EXPENSES (6,702) (5,714) (2,726) (2,543)
--------- --------- --------- ---------
INCOME BEFORE TAX PROVISION 2,794 1,306 2,084 703
TAX PROVISION - - - -
-------- --------- --------- ---------
NET INCOME $ 2,794 $ 1,306 $ 2,084 $ 703
-------- --------- --------- ---------
BASIC EARNINGS PER SHARE $ .06 $ .03 $ .05 $ .02
-------- --------- --------- ---------
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
EMERGING DELTA CORPORATION
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six For the Six
Months Ended Months Ended
September 30, September 30, 1999
2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 2,794 $ 1,306
Adjustments to reconcile net income to
Net cash used by operating activities:
Increase (decrease) in accounts payable (2,400) (1,200)
Decrease (increase) in interest receivable (112) -
---------- ----------
CASH PROVIDED BY OPERATING ACTIVITIES 282 106
INCREASE IN CASH 282 106
CASH AND CASH EQUIVALENTS - BEGINNING 301,229 297,884
---------- ----------
CASH AND CASH EQUIVALENTS - ENDING $ 301,511 $ 297,990
---------- ----------
The accompanying notes are and integral part of these financial statements.
=======================================================================================================
EMERGING DELTA CORPORATION
A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
(All information as of September 30, 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 six months ended September 30, 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 September 30, 2000, the results of operations
for the three and six months ended September 30, 2000 and 1999 and the cash
flows for the six months ended September 30, 2000 and 1999.
The results of operations for the six months ended September 30, 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 six months ended September 30,
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. Interest income
for the six and three months ended September 30, 2000 was $9,496 and $4,810
respectively compared to the six and three months ended September 30, 1999 of
$7,020 and $3,246 respectively. The increase in interest income in 2000 is due
to higher interest rates in 2000. Costs and expenses for the six and three
months ended September 30, 2000 were $6,702 and $2,726 respectively compared to
the six and three months ended September 30, 1999 or $5,714 and $2,543
respectively. The increase in costs and expenses in 2000 is due to increase bank
investment fees and transfer agent fees over 1999.
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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.
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
* 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 November 14, 2000.
EMERGING DELTA CORPORATION
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 November 15, 2000.
By: /s/ Burt H. Keenan
_________________________________ Chairman of the Board and Director
Burt H. Keenan
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
Jerry W. Jarrell and Director