-----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, ONVN+YQWXmc98F50HKESZg4xdW8FJOdoCb5DpJiywY519CDskpBVmIQLkopk7nM4 JjjzvX+kR7Yc1dl+rtNCpw== 0000921530-02-000445.txt : 20020814 0000921530-02-000445.hdr.sgml : 20020814 20020814145757 ACCESSION NUMBER: 0000921530-02-000445 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERGING DELTA CORP CENTRAL INDEX KEY: 0000904145 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 721235451 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-61892 FILM NUMBER: 02735224 BUSINESS ADDRESS: STREET 1: 220 CAMP ST CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045241801 MAIL ADDRESS: STREET 1: 220 CAMP ST. CITY: NEW ORLEANS STATE: LA ZIP: 70130 10QSB 1 deltacorp_10qsb63002.txt 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) EX-99 3 deltacorp_10qsb63002ex99.txt EXHIBIT 99.1 - CERTIFICATION OF CE0 & CFO EXHIBIT 99.1 Certification of Chief Executive Officer of Emerging Delta Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-QSB (the "form") for the quarter ended June 30, 2002 of Emerging Delta Corporation (the "Issuer"). I, Burt H. Keenan, the Chief Executive Officer of Issuer certify that to the best of my knowledge: (i) the Form 10-QSB fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Dated: August 14, 2002 By: /S/ BURT H. KEENAN -------------------- Chief Executive Officer Subscribed and sworn to before me this 14th day of August 2002. /S/ IRENE MARTINEZ - ----------------------------- Name: Irene Martinez Title: Notary Public My commission expires: November 14, 2002 Certification of Chief Financial Officer of Emerging Delta Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-QSB (the "form") for the quarter ended June 30, 2002 of Emerging Delta Corporation (the "Issuer"). I, Jerry W. Jarrell, the Chief Financial Officer of Issuer certify that to the best of my knowledge: (i) the Form 10-QSB fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Dated: August 14, 2002 By: /S/ JERRY W. JARRELL ---------------------- Chief Financial Officer Subscribed and sworn to before me this 14th day of August 2002. /S/ IRENE MARTINEZ - ----------------------------------- Name: Irene Martinez Title: Notary Public My commission expires: November 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----