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,
1998
[ ] 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 33-61894-FW
EMERGING BETA CORPORATION
(Exact Name of Small Business Issuer as specified in its Charter)
Delaware 72-1235450
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
(Issuer's telephone number)
Check whether the Issuer (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
Indicate the number of shares outstanding of each of the issuer's
classes of Common Equity, as of the latest practicable date.
Common Stock, $1.00 par value 43,600
- -------------------------------------------------------------------------------
Title of Class Number of Shares outstanding
at June 30, 1998
EMERGING BETA CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
ASSETS
June 30, March 31,
1998 1998
Current Assets
Cash and cash equivalents $ 283,989 $ 290,457
Interest Receivable 1,085 --
Total Current Assets 285,074 290,457
Project Design Costs 10,757 9,156
Other Assets - organization costs 210 280
Total Assets $ 296,041 $ 299,893
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 1,640 $ 5,502
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 252,231 252,231
Retained Earnings (1,430) (1,440)
Total Stockholders' Equity 294,401 294,391
Total Liabilities and Stockholders' Equity $ 296,041 $ 299,893
The accompanying notes are an integral part of these
financial statements.
2
EMERGING BETA CORPORATION
(A Company in the Development Stage)
STATEMENT OF OPERATIONS
FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
June 30, 1998 June 30, 1997
REVENUES - Interest Income $ 3,665 $ 4,029
COSTS AND EXPENSES
General and Administrative 3,665 3,784
TOTAL COSTS AND EXPENSES 3,665 3,784
NET INCOME (LOSS)BEFORE TAX 10 245
NET INCOME (LOSS) 10 245
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 43,600 43,600
INCOME (LOSS) PER COMMON SHARE .000 $ .006
The accompanying notes are an integral part of
these financial statements.
3
EMERGING BETA CORPORATION
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS
FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
June 30, 1998 June 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income 10 245
Adjustments to reconcile net
income (loss) to net cash
used by operating activities
(Increase) decrease in project
design cost (1,601) --
(Increase) decrease in interest
receivable (1,085) 2,087
Increase (decrease) in accounts payable (3,862) (1,050)
Amortization 70 70
CASH (USED) PROVIDED BY OPERATING
ACTIVITIES (6,468) 1,352
INCREASE (DECREASE) IN CASH (6,468) 1,352
CASH BALANCE - BEGINNING 290,457 290,600
CASH BALANCE - ENDING $ 283,989 $ 291,952
The accompanying notes are an integral part of
these financial statements.
4
EMERGING BETA CORPORATION
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
(All information as of June 30, 1998 and 1997 is unaudited)
1. DESCRIPTION OF ORGANIZATION
Emerging Beta 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 months ended June 30, 1998 and
1997 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, 1998, the
results of operations for the three months ended June 30, 1998 and 1997,
and the cash flows for the three months ended June 30, 1998 and 1997.
The results of operations for the three months ended June 30, 1998 are
not necessarily indicative of the results of operations to be expected
for the full fiscal year ending March 31, 1999.
3. RELATED PARTY TRANSACTIONS
The Company pays a consulting fee to the Vice President of Finance for
financial services which includes office spae and clerical services. In
the quarter ended June 30, 1998, $2,250 in consulting fees (See Item 2
below) was billed to the Company.
4. PROJECT DESIGN COSTS
The Company is planning a dinner cruise vessel to operate on the
Mississippi Gulf Coast in support of the gaming and resort industry.
Costs to date include a marine architects evaluation and design and
interior planning of the vessel. The total estimated cost of the project
is $5.8 million. The Company is in the process of exploring alternatives
for obtaining both debt and equity financing for the project. The Company
may begin construction on the vessel as early as the later half of 1998.
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 months ended June 30, 1998 and
1997 include consulting fees of $2,250.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
5
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- 61894-FW (the "Registration
Statement" on April 29, 1993.
(b) Reports on Form 8-K: None
6
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: August 14, 1998 By: /s/ Jerry W. Jarrell
-------------------------- --------------------
Jerry W. Jarrell
Chief Financial Officer (chief financial officer and
accounting officer and duly authorized officer)