-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFZgjpWGWkIk8pFPLKCXuVxiIuM8kzAzp3M/mgrst9RlfBquZfQ9mm3dpl12oOc9 p1yLeX8gxFVhIZwnD1qBUg== 0000868667-98-000003.txt : 19980109 0000868667-98-000003.hdr.sgml : 19980109 ACCESSION NUMBER: 0000868667-98-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19980108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERALD CAPITAL HOLDINGS INC CENTRAL INDEX KEY: 0000868667 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 223096351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-19490 FILM NUMBER: 98502884 BUSINESS ADDRESS: STREET 1: 13902 DALE MABRY CITY: TAMPA STATE: FL ZIP: 33618 BUSINESS PHONE: 305-447-88 MAIL ADDRESS: STREET 1: 2307 DOUGLAS ROAD STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33145 FORMER COMPANY: FORMER CONFORMED NAME: LICON INTERNATIONAL INC DATE OF NAME CHANGE: 19930328 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 [ ]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 0-19490 EMERALD CAPITAL HOLDINGS, INC. ---------------------------------- (Exact name of Issuer as specified in charter) DELAWARE 22-3096351 -------------------------------------------------- (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 1411 N. Westshore Blvd., Ste. 208, Tampa, Fl. 33607 ------------------------------------------------------ (Address of principal executive offices) (zip code) (813)282-0840 ---------------- (Registrant s telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _____ State the number of shares outstanding of each of the issuer s classes of common equity stock, as of the latest practicable date: Class Number of Shares Outstanding On November 30, 1997 _______________________________________________________________ Common Stock, $.001 Par Value 1,419,553 EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES INDEX Page PART I FINANCIAL INFORMATION Item 1. Consolidated Balance Sheet as of September 30, 1997 (unaudited) 3 Consolidated Statements of Operations for the Three Months Ended September 30, 1997 and September 30, 1996 (unaudited) 4 Consolidated Statements of Operations for the Nine Months Ended September 30, 1997 and September 30, 1996 (unaudited) 5 Consolidated Statement of Stockholders Equity for the Period from December 31, 1995 to September 30, 1997 (unaudited) 6 Consolidated Statement of Cash Flows for the Three Months Ended September 30, 1997 and September 30, 1996 (unaudited) 8 Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 1997 and September 30, 1996 (unaudited) 9 Notes to Consolidated Financial Statements 10 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 14 PART II OTHER INFORMATION Item 1. Legal Proceedings 17 Item 2. Exhibits and Reports on Form 8-K 17 Signatures 18 EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED) September 30, 1997 -------- ASSETS Current Assets Cash $ 700 Accounts receivable, net 16,498 Prepaid expenses and other 3,232 ---------- 20,430 ---------- Property Plant and Equipment, net 3,040 Other Assets 3,570 ---------- $ 27,040 ========== LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Bank notes payable $ 144,506 Notes payable stockholders and directors 297,722 Notes payable other 31,900 Accounts payable 232,297 Accrued expenses 654,530 ---------- 1,360,955 ---------- Stockholders Equity Preferred stock, $.001 par value, authorized 2,000,000 shares, none outstanding -0- Common stock, $.001 par value, authorized 100,000,000 shares, issued and outstanding 1,419,553 1,418 Additional paid-in-capital 21,291,838 Deficit (22,607,171) Due from shareholder ( 20,000) ---------- ( 1,333,915) ---------- $ 27,040 ========== See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended September 30, 1997 1996 ------------------------ Sales $ 27,057 $ 26,442 Cost of goods sold -0- -0- Selling, general and administrative expenses 97,454 (295,126) Depreciation and amortization 724 12,499 --------- --------- Operating (Loss) (71,121) (309,069) Other (Income) Expenses Interest and other expenses 8,820 9,463 Loss on disposition - investment -0- -0- Currency exchange losses and Other -0- -0- --------- --------- Net (Loss) from Continued Operations (79,941) (299,606) (Loss) from Discontinued Operations -0- (30,409) --------- --------- Net (Loss) $ (79,941) $ (269,197) ========= ========= Loss per Common Share From continued operations $ (0.06) $ (0.30) Discontinued operations 0.00 (0.03) --------- --------- Net (Loss) per share $ (0.06) $ (0.27) ========= ========= Weighted Average number of common shares used in computation of net (loss) per share 1,419,553 1,012,347 ========= ========= See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Nine Months Ended September 30, 1997 1996 ------------------------ Sales $ 72,471 $ 66,513 Cost of goods sold -0- -0- Selling, general and administrative expenses 285,708 (243,023) Depreciation and amortization 2,172 37,497 --------- --------- Operating (Loss) (215,409) 272,039 Other (Income) Expenses Interest and other expenses 26,460 22,950 Loss on disposition - investment -0- 156,118 Currency exchange losses and Other -0- 23,360 --------- --------- Net (Loss) from Continued Operations 26,460 69,611 (Loss) from Discontinued Operations -0- (62,566) --------- --------- Net (Loss) $ (241,869) $ 7,045 ========= ========= Loss per Common Share From continued operations $ (0.18) $ 0.10 Discontinued operations 0.00 (0.09) --------- --------- Net (Loss) per share $ (0.18) $ (0.01) ========= ========= Weighted Average number of common shares used in computation of net (loss) per share 1,394,553 706,493 ========= ========= See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDER S EQUITY (UNAUDITED) Common Stock Additional Cumulative Shares Amount Paid-in- Translation Capital Adjustment --------------- ---------- ----------- Balance at December 31, 1995 277,493 277 20,545,586 -0- Issuance of shares for cash 131,250 131 54,869 -0- Issuance of shares in connection with consulting and legal services 176,777 176 176,684 -0- Issuance in settlement of debt 522,667 523 262,477 -0- Issuance of shares to shareholders of Sportade Intl. 236,366 236 236,130 -0- Net (Loss) -0- -0- -0- -0- --------- ----- ---------- ---------- Balance at December 1,344,553 $1,343 $21,277,746 $ -0- 31, 1996 Issuance of shares in connection with consulting services 75,000 75 14,092 -0- Net (Loss) -0- -0- -0- -0- --------- ----- ---------- ---------- Balance at September 30, 1997 1,419,553 $1,418 $21,291,838 $ -0- ========= ===== ========== =========== See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDER S EQUITY (UNAUDITED) Due from Stockholder Deficit Total ------------ ---------- ----------- Balance at December 31, 1995 (20,000) (21,080,086) (554,223) Issuance of shares for cash -0- -0- 55,000 Issuance of shares in connection with consulting and legal services -0- -0- 178,860 Issuance in settlement of debt -0- -0- 263,000 Issuance of shares to shareholders of Sportade Intl. -0- -0- 236,366 Net (Loss) -0- ( 1,285,216) (1,285,216) --------- ------------ ---------- Balance at December $ (20,000) $(22,365,302) $(1,106,213) 31,1996 Issuance of shares in connection with -0- -0- 14,167 consulting services Net (Loss) -0- (241,869) (241,869) --------- ----------- ---------- Balance at September 30, 1997 $ (20,000) $(22,607,171) $ (1,333,915) ========= ============ =========== See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended September 30, 1997 1996 OPERATING ACTIVITIES ----------------------- Net (Loss) $ (79,941) $ 269,197 Non-cash adjustments: Depreciation and amortization 724 39,925 Common stock issued for services -0- (55,416) Cash provided (used) by changes in assets and liabilities: Accounts receivable 660 (16,433) Inventories -0- 2,000 Prepaid expenses and other -0- -0- Accounts payable and accrued expenses 78,725 (239,441) NET CASH PROVIDED (USED) BY --------- ---------- OPERATING ACTIVITIES 168 (168) --------- ---------- INVESTING ACTIVITIES Decrease in property and equipment -0- (1,167) Other assets -0- -0- NET CASH PROVIDED (USED) BY ---------- ---------- INVESTING ACTIVITIES -0- (1,167) ---------- ---------- FINANCING ACTIVITIES Net increase in short term borrowings -0- (6,835) Proceeds (repayments)long-term debt and revolving line of credit -0- -0- Net proceeds of common stock issued -0- -0- NET CASH PROVIDED BY FINANCING --------- --------- ACTIVITIES -0- (6,835) --------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 168 (8,170) CASH AND CASH EQUIVALENTS, Beginning 532 16,284 -------- --------- CASH AND CASH EQUIVALENTS, Ending $ 700 $ 8,114 ======== ========= See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 1997 1996 OPERATING ACTIVITIES ----------------------- Net (Loss) $ (241,869) $ 7,045 Non-cash adjustments: Depreciation and amortization 2,172 107,957 Common stock issued for services 14,167 -0- Cash provided (used) by changes in assets and liabilities: Accounts receivable ( 472) ( 19,498) Inventories -0- 9,404 Prepaid expenses and other -0- 26,176 Accounts payable and accrued expenses 224,965 (580,788) NET CASH PROVIDED (USED) BY ---------- --------- OPERATING ACTIVITIES (1,037) (449,704) ---------- --------- INVESTING ACTIVITIES Decrease in property and equipment -0- 83,360 Other assets -0- (24,541) NET CASH PROVIDED (USED) BY ---------- --------- INVESTING ACTIVITIES -0- 58,819 ---------- --------- FINANCING ACTIVITIES Net increase in short term borrowings 1,000 183,211 Proceeds (repayments)long-term debt and revolving line of credit -0- (2,499) Net proceeds of common stock issued -0- 215,000 NET CASH PROVIDED BY FINANCING --------- --------- ACTIVITIES 1,000 395,712 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 37) 4,827 CASH AND CASH EQUIVALENTS, Beginning 737 3,287 --------- --------- CASH AND CASH EQUIVALENTS, Ending $ 700 $ 8,114 ========= ========= See accompanying notes to consolidated financial statements. EMERALD CAPITAL HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE A - SIGNIFICANT ACCOUNTING POLICIES Business: Emerald Capital Holdings, Inc. is a holding company the intent of which is to acquire, manage and develop businesses in a variety of sectors. Emerald Capital s wholly-owned subsidiaries are: SunMed, Inc.--including AccuMed, Inc., acquired on March 31, 1995, which provides electronic insurance billings, collections, medical practice management and insurance administration and other services for physician groups, clinics and others in the medical sector. The Company may initiate the distribution of beverages and may form a new beverage subsidiary company, Emerald Beverages, Inc. Principles of Consolidation: The consolidated financial statements include the accounts of Emerald Capital Holdings, Inc. include the accounts of Emerald Capital Holdings, Inc. and all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation. Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Per Share Data: In 1996, the shareholders of the Company approved a one for one hundred and twenty reverse stock split. All share and per share amounts have been retroactively adjusted. Net loss per share of common stock is computed based on net loss, and the weighted average number of common shares outstanding. Common stock equivalents are anti-dilutive for all periods presented and accordingly are not included in the computation. Cash Equivalents: The Company considers all highly liquid debt securities with a maturity of three months or less when purchased to be cash equivalents for the purposes of the statement of cash flows. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property and Equipment: Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets, which range from three to thirty years. Income Taxes: The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards No. 109. The statement requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Financial Condition and Liquidity The Company s consolidated financial statements have been prepared assuming that it will continue as a going concern. The Company has suffered recurring losses from operations and has an excess of current liabilities over current assets and a capital deficit that raise substantial doubt about its ability to continue as a going concern. The Company s continued existence is dependent on its ability to achieve profitable operations and obtain additional financing. Management s plans in regard to these matters are described below. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company incurred a loss of $(241,869) and consumed cash in operating activities of $1,307 for the nine months ended September 30, 1997 and had a working capital deficiency of $(1,340,525) and a capital deficit of $(1,333,915) at September 30, 1997. At September 30, 1997, the Company had cash of $700. The Company continued the restructuring of its businesses in 1997 and 1996, taking steps intended to improve operations and cash flow, including (1) reducing company office facilities and personnel levels to reduce costs, (2) eliminating in-house accounting operations and personnel and providing for such services by retaining less-expensive outside personnel. While the Company believes that these measures will reduce the cash consumed in operations, there is no assurance that revenues and profits of its business or possible future acquisitions will be sufficient to fund all of the Company s operations. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company believes that efforts to reduce its costs and improve the operations are consistent with the Company s restructuring. The Company anticipates that acquisitions and previous restructuring should provide the Company with the ability to cover fixed corporate costs. The Company believes that should the aforementioned measures taken to improve cash flow be successful, and provided that sales improve together with additional private placements of which there is no assurance, existing cash and capital resources will be sufficient to fund operations for the next twelve months. If the Company s cash flow improvement is less than anticipated to enable the Company to have sufficient cash to fund operations for the next twelve months, the Company would consider a sale of a subsidiary, specific assets or operations or a corporate reorganization or liquidation. NOTE C - PROPERTY AND EQUIPMENT Property and equipment consists of the following: Equipment $ 4,678 Less: accumulated depreciation (1,638) -------- $ 3,040 ======== NOTE D - STOCK OPTIONS, WARRANTS AND RIGHTS Stock Option Plan: The Company s Stock Option Plan (the Plan), as amended, provides for the grant of up to 528 options to purchase common stock to directors, officers and other key employees of the Company. No options have been granted in 1997 or 1996. Non-Plan Options No options have been granted in 1997 or 1996. Warrants and Rights: During August of 1991, as part of the initial public offering, the Company issued 1,260 Units which consisted of one share of common stock and one warrant (1991 Warrant). Each 1991 Warrant entitled the holder therefore to purchase one share of common stock at an exercise price of $5,400 per share, subsequently reduced to $1,800 per share, until December 31, 1996, subsequently extended to December 31, 1997. No 1991 Warrants have been exercised. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE E - NOTES PAYABLE BANK, STOCKHOLDERS AND OTHERS Note payable bank bears interest at a rate of 1.5% over prime, is payable monthly, and was due December 31, 1996. This note is guaranteed by the Company s Chairman of the Board of Directors, and is currently in default. Note payable stockholders are due on demand, bear interest at 8% per annum, are unsecured, and are convertible to shares of common stock. Notes payable other are due on demand, bear interest at 8% per annum and are unsecured. NOTE F- DISCONTINUED AND DIVESTED OPERATIONS In 1996, the Company discontinued its beverage operations. Loss from discontinued operations of this business for the nine months ended September 30, 1997 were $(62,566). NOTE G - COMMITMENTS AND CONTINGENCIES The Company leases its office premises pursuant to operating leases expiring through March, 1998. Future minimum rental payments are as follows: 1997--$ 8,500 1998--$ 3,000 Legal Proceedings: The Company has retained counsel to investigate bringing an action against three former owners/employees of SportAde (the SportAde Defendants) in order to (1) rescind Emerald s acquisition of SportAde /Ocean Beverage made in September 1995 and/or (2) cause return of cash and other assets of SportAde misappropriated by the Sportade Defendants. The Company is alleging, among other matters, fraudulent schemes and diversion of cash and assets, and is seeking reimbursement and damages from the parties. The Company has filed a police report in connection with the actions of SportAde Defendants. Counsel has advised the Company that two of the Defendants are unlikely to have sufficient assets to repay the Company, and that the third is a fugitive from police authorities in an unrelated matter. The Company can not predict the outcome of this litigation. The Company has written off the SportAde assets in full at December 31, 1996. EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consulting and Employment Agreements The Company entered into a six year consulting agreement with Avalon Holdings, Inc., a company in which the Chairman of the Company is a principal shareholder, effective April 1, 1996. The annual base salary under the agreement is $250,000 per annum. In view of the Company s financial condition, Avalon continues to accrue all of its fees. Fees accrued for the nine months ended September 30, 1997 under such agreement were $187,500. NOTE H- INCOME TAXES At September 30, 1997, the Company had net operating loss carry forwards for income tax purposes of approximately $18,000,000 which expire substantially from 2005 through 2012. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Background Emerald Capital s wholly-owned subsidiaries are: SunMed, Inc.--including AccuMed, Inc., which on March 31, 1995, was acquired with common stock, and is a medical sector business which provides electronic insurance billings, collections, medical practice management and insurance administration for physician groups, clinics and others in the medical sector; and Emerald Beverages, Inc. (in formation), a development stage company through which the Company may enter into the beverage distribution sector. In 1996, the Company discontinued its beverages operations. Approximately $30,409 and $62,566 of the Company s consolidated losses for the three months and nine months ended September 30, 1996 were from these sold or discontinued operations. Results of Operations --------------------- Quarter Ended September 30, 1997 Compared to Quarter Ended September 30, 1996 - ----------------------------------------------------------------- Operations for the three and nine months in 1997 consisted of the Company s medical service. Operations for the three and nine months in 1996 consisted of and beverage businesses. Selling, general and administrative expenses for the three months and nine months in 1997 were $97,454 and $285,708 respectively; most of which resulted from a quarterly accrual of $62,500 management fees to Avalon Holdings, Inc. under management agreement. Selling, general and administrative expenses for the three and nine months in 1996 were $(295,126) and $(243,023) respectively. The credits resulted from the reversal of debt provisions and expenses accrued in previous years which were no longer due. The Company mantains a reserve of $250,000 in connection with such debt, judegements and expenses. Interest expense for the three and nine months ended September 30, 1997 was $8,820 and $26,460, compared to $9,463 and $22,950 for the same periods in 1996. The Company reported a loss from discontinued operations of $30,409 and $62,566 for the three and nine months in 1996. Financial Condition and Liquidity The Company s consolidated financial statements have been prepared assuming that it will continue as a going concern. The Company has suffered recurring losses from operations and has an excess of current liabilities over current assets and a capital deficit that raise substantial doubt about its ability to continue as a going concern. The Company s continued existence is dependent on its ability to achieve profitable operations and obtain additional financing. Management s plans in regard to these matters are described below. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company incurred a loss of $(241,869) and consumed cash in operating activities of $1,037 for the nine months ended September 30, 1997 and had a working capital deficiency of $(1,340,525) and a capital deficit of $(1,333,915) at September 30, 1997. At September 30, 1997, the Company had cash of $700. The Company continued the restructuring of its businesses in 1997 and 1996, taking steps intended to improve operations and cash flow, including (1) reducing company office facilities and personnel levels to reduce costs, (2) eliminating in-house accounting operations and personnel and providing for such services by retaining less-expensive outside personnel. While the Company believes that these measures will reduce the cash consumed in operations, there is no assurance that revenues and profits of its business or possible future acquisitions will be sufficient to fund all of the Company s operations. The Company believes that efforts to reduce its costs and improve the operations are consistent with the Company s restructuring. The Company anticipates that acquisitions should provide the Company with the ability to cover fixed corporate costs. The Company believes that should the aforementioned measures taken to improve cash flow be successful, and provided that sales improve together with additional private placements of which there is no assurance, existing cash and capital resources will be sufficient to fund operations for the next twelve months. If the Company s cash flow improvement is less than anticipated to enable the Company to have sufficient cash to fund operations for the next twelve months, the Company would consider a sale of a subsidiary, specific assets or operations or a corporate reorganization or liquidation. Historically, certain affiliates of the Company and others have made advances to meet the Company s short-term cash needs. At September 30, 1997, convertible promissory notes owed to such persons aggregated approximately $297,000. Inflation The Company believes that its subsidiaries may be affected by general economic trends and inflation. AccuMed s business may be adversely affected if there are industry-wide reductions or increases in health costs, health and other insurance premiums, or new or revised governmental regulations which would require changes in the subsidiary s methods of doing business. With respect to the operations of the Company s contemplated beverage distribution subsidiary, costs of raw supplies, including plastic for bottles, sugar, fructose and fruit flavorings, may be affected by greater inflation and restricted worldwide supplies due to adverse trade, weather or environmental factors. A slowdown in the economy may reduce sales to consumers of the Company s beverage products which are discretionary. Price increases if passed on to consumers may reduce sales. PART II ITEM 1. LEGAL PROCEEDINGS Reference is made to Note F of the financial statements. ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K No reports on form 8-K were filed during the quarter ended September 30, 1997. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMERALD CAPITAL HOLDINGS, INC. BY: /s/ Robert Springer Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert Springer Chief Executive Officer 12/02/97 (Principal Executive Officer, Chief Financial Officer) EX-27 2
5 9-MOS DEC-31-1997 SEP-30-1997 700 0 16,498 0 0 20,430 4,678 1,638 27,040 1,360,955 0 0 0 1,418 (1,335,333) 27,040 72,471 72,471 0 215,409 0 0 26,460 (241,869) 0 (241,869) 0 0 0 (241,869) (0.18) (0.18)
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