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 33-61888-FW EMERGING ALPHA CORPORATION (Exact Name of Small Business Issuer 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 (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 ALPHA CORPORATION (A Company in the Development Stage) BALANCE SHEETS ASSETS June 30, March 31, 1998 1998 Current Assets Cash and cash equivalents $ 289,005 $ 289,568 Interest Receivable 1,140 -- Total Current Assets 290,145 289,568 Other Assets - organization costs 210 280 Total Assets $ 290,355 $ 289,848 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 1,640 $ 1,347 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 Acumulated Deficit (6,345) (6,559) Total Stockholders' Equity 288,715 288,501 Total Liabilities and Stockholders' Equity $ 290,355 $ 289,848 The accompanying notes are an integral part of these financial statements. 2 EMERGING ALPHA 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 $ 3,974 $ 3,955 COSTS AND EXPENSES General and Administrative 3,760 3,793 TOTAL COSTS AND EXPENSES 3,760 3,793 NET INCOME (LOSS) BEFORE TAX 214 162 NET INCOME (LOSS) 214 162 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 43,600 43,600 INCOME (LOSS) PER COMMON SHARE $ .005 $ .004 The accompanying notes are an integral part of these financial statements. 3 EMERGING ALPHA 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 $ 214 $ 162 Adjustments to reconcile net income (loss) to net cash used by operating activities Increase (decrease) in accounts payable 293 (1,050) (Increase) decrease in interest receivable (1,140) 2,052 Amortization 70 70 CASH (USED) PROVIDED BY OPERATING ACTIVITIES (563) 1,234 INCREASE (DECREASE) IN CASH (563) 1,234 CASH BALANCE - BEGINNING 289,568 285,250 CASH BALANCE - ENDING $ 289,005 $ 286,484 The accompanying notes are an integral part of these financial statements. 4 EMERGING ALPHA 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 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 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. 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 and $3,750. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. CHANGES IN SECURITIES None Item 3. DEFAULTS UPON SENIOR SECURITIES None 5 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 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 , 1998 By: /s/ Jerry W. Jarrell -------------------------- -------------------- Jerry W. Jarrell Chief Financial Officer (chief financial officer and accounting officer and duly authorized officer) 63098-a.10q 7