UNITED STATES
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, 2004.
[ ] 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: 33-61892-FW
EMERGING DELTA CORPORATION
(Exact name of small business issuer as specified in its charter)
DELAWARE 72-1235451
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
4424 Gaines Ranch Loop #415, Austin, Texas 78735
(Address of principal executive offices) (Zip Code)
(512) 794-5800
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
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 by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act.)
YES / / NO /X/
The number of shares outstanding of the issuer's classes of Common Stock as of
June 30, 2004:
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 Page
----
Balance Sheets as of June 30, 2004 and March 31, 2004 2
Statements of Operations for the Three Months Ended
June 30, 2004 and 2003 3
Statements of Cash Flows for the Three Months Ended
June 30, 2004 and 2003 4
Notes to the Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 3. Controls and Procedures 7
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EMERGING DELTA CORPORATION
BALANCE SHEETS
ASSETS
June 30, March 31,
2004 2004
----------- -----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 125,389 $ 161,659
Prepaid expenses 10,000 423
----------- -----------
Total current assets 135,389 162,082
OFFICE EQUIPMENT, cost 5,629 5,629
Less - Accumulated depreciation (1,876) (1,407)
----------- -----------
Office equipment, net 3,753 4,222
----------- -----------
Total assets $ 139,142 $ 166,304
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 9,467 $ 3,603
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value; 50,000 shares authorized;
no shares subscribed, issued and outstanding -- --
Common stock, $1.00 par value; 200,000 shares authorized;
43,600 shares issued and outstanding 43,600 43,600
Additional paid-in capital 252,214 252,214
Accumulated earnings (deficit) (166,139) (133,113)
----------- -----------
Total stockholders' equity 129,675 162,701
----------- -----------
Total liabilities and stockholders' equity $ 139,142 $ 166,304
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
EMERGING DELTA CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30
--------------------------
2004 2003
----------- -----------
INTEREST INCOME $ 139 $ 790
COSTS AND EXPENSES (33,165) (33,269)
----------- -----------
LOSS BEFORE TAX PROVISION (33,026) (32,479)
TAX PROVISION -- --
----------- -----------
NET LOSS $ (33,026) $ (32,479)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.76) $ (0.74)
=========== ===========
WEIGHTED AVERAGE NUMBER OF BASIC
AND DILUTED SHARES OUTSTANDING 43,600 43,600
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
EMERGING DELTA CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
June 30
--------------------------
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (33,026) $ (32,479)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 469 --
Increase in accounts payable 5,864 9,235
Decrease (increase) in prepaid expenses (9,577) 795
----------- -----------
CASH USED IN OPERATING ACTIVITIES (36,270) (22,449)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to office equipment -- (5,629)
----------- -----------
CASH USED IN INVESTING ACTIVITIES -- (5,629)
----------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (36,270) (28,078)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 161,659 272,642
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 125,389 $ 244,564
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
EMERGING DELTA CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF ORGANIZATION
---------------------------
The financial statements included herein, which have not been audited pursuant
to the rules and regulations of the Securities and Exchange Commission, reflect
all adjustments which, in the opinion of management, are necessary to present a
fair statement of the results for the interim periods on a basis consistent with
the annual audited financial statements. All such adjustments are of a normal
recurring nature. The results of the operations for the interim periods are not
necessarily indicative of the results to be expected for an entire year. Certain
information, accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the Company's audited financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2004.
General Business and Nature of Operations
- -----------------------------------------
Emerging Delta Corporation (the "Company" or "Delta") 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 was formed, which is managed by
the same officers and directors and 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. 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.
On November 26, 2003 management control of the Company was changed in connection
with a tender offer. New management intends to continue operating the Company as
a blind pool, as further described herein.
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.
Effective May 24, 2004, the Company and EZklick, Inc., ("EZklick") have agreed
to a Plan of Collaboration with the objective of acquiring ownership of several
independent grocery wholesale distribution centers ("IWDCs"), commonly called
"Cash and Carry's". Concurrently, the Company has retained Altos Growth
Corporation as a consultant to research the IWDC industry, identify prospective
candidates for acquisition, assist in negotiating the terms and conditions of
acquisitions and assist in securing debt and equity financing that is needed in
the Company's acquisition efforts. The agreement provides that, upon completion
of any acquisition, EZklick will install its proprietary electronic software in
each acquired facility to provide real-time perpetual inventory information,
sales and purchase data and other information required by management. EZklick
management has operational experience in the independent grocery distribution
industry while the Company's management has experience in corporate finance and
acquisition and consolidation.
Furthermore, the agreement sets forth the preliminary terms and conditions for a
merger between the Company and EZklick upon the acquisition of IWDC's having an
aggregate of at least $100 million in revenues for the trailing 12 months. Based
on the terms of the agreement, at the time of the merger EZklick will exchange
100% of its total shares for 45% of the issued and outstanding shares of the
Company. Consummation of this transaction is subject to several conditions and
there can be no assurance that a merger with EZklick will be consummated.
5
2. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
The financial statements as of June 30, 2004 and for the three months ended June
30, 2004 and 2003 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, 2004 the results
of operations for the three months ended June 30, 2004 and 2003 and the cash
flows for the three months ended June 30, 2004 and 2003.
3. RELATED PARTY TRANSACTIONS
--------------------------
Officers and directors are compensated based on actual time and expenses devoted
to the Company's business. During the three months ended June 30, 2004 and 2003
fees of $9,000 were paid to the Company's Chief Executive Officer. During the
respective periods ended June 30, 2004 and 2003, fees of $2,250 were paid to the
Company's Chief Financial Officer.
Effective May 24, 2004, the Company entered into a services agreement with Altos
Growth Corporation ("AGC"), pursuant to which AGC agreed to provide advisory
services to Delta in connection with the acquisition of several independent
grocery wholesale distribution centers ("IWDCs"). AGC's services are to include
finding IWDC acquisition candidates, negotiating their acquisition and arranging
for financing of such acquisitions. AGC agreed to provide the services of Martin
Nielson as a director and Executive Vice President for Corporate Development of
Delta; for such services, Delta has agreed to pay AGC $10,000 per month.
Conditionally, upon achievement of financial milestones, AGC will receive an
additional $10,000 per month beginning on the seventh month of the Agreement.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You must read the following discussion of the plan of the operations and
financial condition of the Company in conjunction with its financial statements,
including the notes, included in this Form 10-QSB filing. The Company's
historical results are not necessarily an indication of trends in operating
results for any future period.
Overview
The Company was incorporated in 1993 for the purpose of seeking out business
opportunities, including acquisitions, that the Board of Directors, in its
discretion, believes to be good opportunities. 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.
Effective May 24, 2004, the Company determined to embark on a program of
acquiring ownership of several independent grocery wholesale distribution
centers, commonly called "Cash and Carry's", and has entered into agreements
with other businesses to assist in that program. See Description of
Organization, above.
Results of Operations
Three Month Period Ended June 30, 2004 compared to June 30, 2003
The Company has commenced no operations and has no activities other than seeking
out potential business opportunities. Interest income for the three months ended
June 30, 2004 and 2003 was $139 and $790 respectively. The decrease in interest
income in 2004 is due to lower interest rates compared to 2003. Costs and
expenses for the three months ended June 30, 2004 and 2003 was $33,165 and
$33,269 respectively. Costs and expenses consist primarily of consulting fees,
travel and legal expenses. Consulting fees in the three months ended June 30,
2004 and 2003 were $21,250 and $11,250 respectively. The increase in 2004 is due
to the $10,000 monthly consulting fee paid to Altos Growth Corporation for month
6
of June 2004 for their services as described above. Other costs and expenses
during the three months ended June 30, 2004 and 2003 consist primarily of travel
and legal expenses incurred in connection with potential business acquisitions.
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.
Item 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. We maintain
disclosure controls and procedures designed to provide reasonable assurance that
information required to be disclosed in the reports we file with the SEC is
recorded, processed, summarized and reported within the time periods specified
in the rules of the SEC. Within 90 days prior to the filing of our Quarterly
Report on Form 10-QSB, we carried out an evaluation, under the supervision and
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the design and operation of these disclosure
controls and procedures pursuant to the Exchange Act Rule 13a-14. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company that is required
to be included in our periodic SEC filings.
(b) Changes in internal controls. There were no significant changes in
internal control over financial reporting during out most recent completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
7
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 MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits of the Company are included
herein.
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
**10.3 Joint Venture Agreement between EZklick, Inc. and
Emerging Delta Corporation dated March 20, 2004 and
effective April 29, 2004
**10.4 Advisory Agreement between Altos Growth Corporation
and Emerging Delta Corporation dated May 24, 2004
31 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
-----------------------
*Filed in original registration statement on Form SB-2, File
No. 33-61890-FW (the "Registration Statement") and
incorporated by reference.
**Filed with March 31, 2004 Form 10-KSB
(b) Reports on Form 8-K
None
8
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on August 10, 2004.
EMERGING DELTA CORPORATION
By: /S/ ALLEN F. CAMPBELL
----------------------
Allen F. Campbell
Chairman
In accordance with 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 10, 2004.
By: /S/ ALLEN F. CAMPBELL Chairman of the Board and Director
-----------------------
Allen F. Campbell
By: /S/ JERRY W. JARRELL Chief Financial Officer, Secretary and Director
-----------------------
Jerry W. Jarrell
9