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 June 30, 2002.
[ ] 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 72-1235451
(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
June 30, 2002:
Common Stock, $1.00 Par Value - 43,600 shares
EMERGING DELTA CORPORATION
Index to Form 10-Q
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 2002 and March 31, 2001
Statements of Operations for the Three Months Ended June 30, 2002 and
2001
Statements of Cash Flows for the Three Months Ended June 30, 2002 and
2001
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
PART 1. FINANCIAL STATEMENTS
Item 1. Financial Statements
EMERGING DELTA CORPORATION
BALANCE SHEETS
ASSETS
June 30, March 31,
2002 2002
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 293,999 $ 296,946
---------- ----------
Total Assets $ 293,999 $ 296,946
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,500 $ 1,500
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 Deficit (3,315) (368)
--------- ----------
Total Stockholders' Equity 292,499 295,446
--------- ----------
Total Liabilities and Stockholders' Equity $ 293,999 296,946
========= =========
The accompanying notes are an integral part of these financial statements.
EMERGING DELTA CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
For the For the
Three Months Three Months
Ended Ended
June 30, 2002 June 30, 2001
INTEREST INCOME $ 1,056 $ 2,496
COSTS AND EXPENSES (4,003) (4,290)
-------------- ------------
LOSS BEFORE TAX PROVISION (2,947) (1,796)
TAX PROVISION --- ---
-------------- ------------
NET LOSS $ (2,947) $ (1,796)
=============== ============
BASIC AND DILUTED LOSS PER SHARE $ (0.07) $ (0.04)
=============== ============
WEIGHTED AVERAGE NUMBER OF BASIC AND
DILUTED SHARES OUTSTANDING 43,600 43,600
============== ==========
The accompanying notes are an integral part of these financial statements.
EMERGING DELTA CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the
Three Months Three Months
Ended Ended
June 30, 2002 June 30, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (2,947) $ (1,796)
Adjustments to reconcile net loss to
net cash used by operating activities:
Income (decrease) in income tax payable - (368)
---------- ----------
CASH USED BY OPERATING ACTIVITIES (2,947) (2,164)
DECREASE IN CASH (2,947) (2,164)
CASH AND CASH EQUIVALENTS - BEGINNING 296,946 303,841
---------- ----------
CASH AND CASH EQUIVALENTS - ENDING $ 293,999 $ 301,677
=========== ==========
The accompanying notes are and integral part of these financial statements.
EMERGING DELTA CORPORATION
NOTES TO FINANCIAL STATEMENTS
(All information as of June 30, 2002 and 2001 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, one similar company, managed by the same officers and directors,
is 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 three months ended June 30, 2002 and 2001 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 June 30, 2002, the results of operations for
the three months ended June 30, 2002 and 2001 and the cash flows for the three
months ended June 30, 2002 and 2001.
The results of operations for the three months ended June 30, 2002 are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending March 31, 2003.
3. RELATED PARTY TRANSACTIONS:
--------------------------
Officers and directors will be compensated based on actual time and expenses
devoted to the Company's business. During the quarters ended June 30, 2002 and
2001, 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 does not conduct business operations. Interest income for
the three months ended June 30, 2002 and 2001 was $1,056 and $2,496
respectively. The decrease in interest income in 2002 was due to lower interest
rates compared to 2001. Costs and expenses for the three months ended June 30,
2002 and 2001 was $4,003 and $4,290 respectively. The costs and expenses for the
three months ended June 30, 2002 and 2001 each include the annual bank
investment fee of $1,250 that was fully expensed in these periods. Costs and
expenses for the remaining nine months of the year will not include this
expense.
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.
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
**99.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
*Filed with Registration Statement on Form SB-2, File No. 33-61892-FW (the
Registration Statement) and incorporated by reference.
** Filed herewith.
(b) Reports of Form 8-K.
August 8, 2002
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 August 14, 2002.
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 August 14, 2002.
By: /S/ BURT H. KEENAN Chairman of the Board and Director,
--------------------------- Chief Executive Officer
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
------------------------------ and Director
Jerry W. Jarrell (Principal Financial and Accounting
Officer)