FORM 10-QSB

10QSB 1 delta10q.htm FORM 10 QSB FORM 10-QSB 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 September 30, 2001.
[ ]	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 (State or other jurisdiction of Incorporation or organization)	72-1235451 (I.R.S. Employer Identification No.)
220 Camp Street, New Orleans, Louisiana (Address of principal executive offices)	70130 (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 September 30, 2001:

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 September 30, 2001 and March 31, 2001
		Statements of Operations for the Six and Three Months Ended September 30, 2001 and 2000
		Statements of Cash Flows for the Six Months Ended September 30, 2001 and 2000
		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 I. FINANCIAL STATEMENTS
Item 1. Financial Statements

EMERGING DELTA CORPORATION

BALANCE SHEETS

ASSETS

	September 30, 2001 (unaudited)	March 31, 2001
CURRENT ASSETS:
Cash and cash equivalents	$ 300,157	$ 303,841
Interest receivable	672	---
Total Assets	$ 300,829 ==========	$ 303,841 ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$ ---	$ 1,500
Income tax payable	---	368
Total Current Liabilities	---	1,868
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 Earnings	5,015	6,159
	^{___________________}	^{___________________}
Total Stockholders' Equity	300,829	301,973
Total Liabilities and Stockholders' Equity	$ 300,829 ===========	$ 303,841 ===========

The accompanying notes are an integral part of these financial statements.

EMERGING DELTA CORPORATION

STATEMENTS OF OPERATIONS
(Unaudited)

	For the Six Months Ended September 30, 2001	For the Six Months Ended September 30, 2000	For the Three Months Ended September 30, 2001	For the Three Months Ended September 30, 2000
INTEREST INCOME	$ 6,177	$ 9,496	$ 3,682	$ 4,810
COSTS AND EXPENSES	(7,321)	(6,702)	(3,030)	(2,726)
INCOME (LOSS) BEFORE TAX PROVISION	(1,144)	2,794	652	2,084
TAX PROVISION	---	---	---	---
NET INCOME (LOSS)	$ (1,144) ========	$ 2,794 ========	$ 652 ========	$ 2,084 ========
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$ (0.03) ========	$ 0.06 ========	$ 0.01 ========	$ 0.04 ========
WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED SHARES OUTSTANDING	43,600 ========	43,600 ========	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 Six Months Ended September 30, 2001	For the Six Months Ended September 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ (1,144)	$ 2,794
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Increase (decrease) in accounts payable	(1,500)	(2,400)
Increase (decrease) in income tax payable	(368)	---
Decrease (increase) in interest receivable	(672)	(112)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(3,684)	282
INCREASE (DECREASE) IN CASH	(3,684)	282
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	303,841	301,229
CASH AND CASH EQUIVALENTS - END OF PERIOD	$ 300,157 ==========	$ 301,511 =========

The accompanying notes are and integral part of these financial statements.

EMERGING DELTA CORPORATION

NOTES TO FINANCIAL STATEMENTS
(All information as of September 30, 2001 and 2000 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 as of September 30, 2001, and for the six and three months ended September 30, 2001 and 2000 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 September 30, 2001, the results of operations for the six and three months ended September 30, 2001 and 2000 and the cash flows for the six months ended September 30, 2001 and 2000.

The results of operations for the six months ended September 30, 2001 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending March 31, 2002.

3. RELATED PARTY TRANSACTIONS:

Officers and directors are compensated based on actual time and expenses devoted to the Company's business. During the respective periods ended September 30, 2001 and 2000, 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 has commenced no operations and has no activities. Interest income for the six and three months ended September 30, 2001 was $6,177 and $3,682 respectively compared to the six and three months ended September 30, 2000 of $9,496 and $4,810 respectively. The decrease in interest income in 2001 is due to lower interest rates compared to 2000. Costs and expenses for the six and three months ended September 30, 2001 was $7,321 and $3,030 respectively compared to the six and three months ended September 30, 2000 of $6,702 and $2,726 respectively. The costs and expenses for the six months ended September 30, 2001 and 2000 each include the annual bank investment fee of $1,250 that was fully expensed in these periods.

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
*Filed with Registration Statement on Form SB-2, File No. 33-61892-FW (the Registration Statement) and incorporated by reference.
	(b)	Reports of Form 8-K. None

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 November 9, 2001.

	EMERGING DELTA CORPORATION
	By: 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 November 9, 2001.

By:	BURT H. KEENAN ______________________________ Burt H. Keenan	Chairman of the Board and Director
By:	D. B. H. CHAFFE III ______________________________ D. B. H. Chaffe III	Director
By:	DANIEL B. KILLEEN ______________________________ Daniel B. Killeen	Director
By:	JERRY W. JARRELL ______________________________ Jerry W. Jarrell	Chief Financial Officer, Secretary and Director