-----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, Dk3mBgiwSpLKQJZyVl3ylZy1wWQ51XpGxFGNx3RfoBy6FXu1uh99Xph00mAGUOSJ Me+JwU1IlIQRTcPxq1/I+Q== 0001010549-03-000424.txt : 20030812 0001010549-03-000424.hdr.sgml : 20030812 20030812100146 ACCESSION NUMBER: 0001010549-03-000424 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030812 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: 03836132 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 delta10qsb063003.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, 2003. [ ] 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 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) 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, 2003: 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, 2003 and March 31, 2003 2 Statements of Operations for the Three Months Ended June 30, 2003 and 2002 3 Statements of Cash Flows for the Three Months Ended June 30, 2003 and 2002 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, 2003 2003 ----------- ----------- (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 244,564 $ 272,642 Prepaid expenses 265 1,060 ----------- ----------- Total current assets 244,829 273,702 OFFICE EQUIPMENT, cost 5,629 -- Less - Accumulated depreciation -- -- ----------- ----------- Office equipment, net 5,629 -- ----------- ----------- Total assets $ 250,458 $ 273,702 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 13,990 $ 4,755 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) (59,346) (26,867) ----------- ----------- Total stockholders' equity 236,468 268,947 ----------- ----------- Total liabilities and stockholders' equity $ 250,458 $ 273,702 =========== ===========
The accompanying notes are an integral part of these financial statements. 2 EMERGING DELTA CORPORATION STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 -------------------------- 2003 2002 ----------- ----------- INTEREST INCOME $ 790 $ 1,056 COSTS AND EXPENSES (33,269) (4,003) ----------- ----------- LOSS BEFORE TAX PROVISION (32,479) (2,947) TAX PROVISION -- -- ----------- ----------- NET LOSS $ (32,479) $ (2,947) =========== =========== BASIC AND DILUTED LOSS PER SHARE $ (0.74) $ (0.07) =========== =========== 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 ---------------------------- 2003 2002 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (32,479) $ (2,947) Adjustments to reconcile net loss to net cash used in operating activities: Increase (decrease) in accounts payable 9,235 -- Decrease (increase) in prepaid expenses 795 -- ------------ ------------ CASH USED IN OPERATING ACTIVITIES (22,449) (2,947) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to office equipment (5,629) -- ------------ ------------ CASH USED IN INVESTING ACTIVITIES (5,629) -- ------------ ------------ DECREASE IN CASH AND CASH EQUIVALENTS (28,078) (2,947) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 272,642 296,946 ------------ ------------ CASH AND CASH EQUIVALENTS - END OF PERIOD $ 244,564 $ 293,999 ============ ============ 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, 2003. 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, 2002 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. 2. SIGNIFICANT ACCOUNTING POLICIES ------------------------------- The financial statements as of June 30, 2003 and for the three months ended June 30, 2003 and 2002 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, 2003 the results of operations for the three months ended June 30, 2003 and 2002 and the cash flows for the three months ended June 30, 2003 and 2002. 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, 2003 consulting fees of $9,000 were paid to the Company's Chief Executive Officer. There were no similar payments in the three months ended June 30, 2002. During the respective periods ended June 30, 2003 and 2002, consulting fees of $2,250 were paid to the Company's Treasurer and Secretary. 5 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. The Company's current focus is on seeking out business opportunities. The Company has created a web site, found at www.cleanpublicshellco.com, to assist in finding business opportunities. The Company has begun the process of contacting potential referral sources with respect to potential acquisitions. Results of Operations Three Month Period Ended June 30, 2003 compared to June 30, 2002 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, 2003 and 2002 was $790 and $1,056 respectively. The decrease in interest income in 2003 is due to lower interest rates compared to 2002. Costs and expenses for the three months ended June 30, 2003 and 2002 was $33,269 and $4,003 respectively. Costs and expenses consist primarily of consulting fees and legal expenses. Consulting fees in the three months ended June 30, 2003 and 2002 were $11,250 and $2,250 respectively. The increase in 2003 is due to the $3,000 monthly consulting fee paid to the Company's Chief Executive Officer. The increase in other costs and expenses during the three months ended June 30, 2003 compared to the three months ended June 30, 2002 is primarily due to legal expenses incurred in connection with the a potential business acquisition. 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. 6 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 controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation. 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. *3.1 Restated Certificate of Incorporation *3.2 Bylaws *3.3 Proposed Certificate of Amendment to the Restated Certificate of Incorporation *10.1 1993 Stock Option Plan *10.2 Form of Stock Option Agreements with Messrs. Keenan, Killeen, Jarrell and Chaffe with Schedule of Details **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 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. None 8 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 12, 2003. EMERGING DELTA CORPORATION By: /S/ ALLEN F. CAMPBELL --------------------- Allen F. Campbell 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 12, 2003. 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 EX-31 3 delta10qsbex31063003.txt CERTIFICATION OF CEO AND CFO Exhibit 31 Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Allen F. Campbell, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Emerging Delta Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: August 12, 2003 /S/ ALLEN F. CAMPBELL ----------------------------- Allen F. Campbell Chief Executive Officer (Principal Executive Officer) Certification of the Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jerry W. Jarrell, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Emerging Delta Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: August 12, 2003 /S/ JERRY W. JARRELL ------------------------------ Jerry W. Jarrell Chief Financial Officer (Principal Accounting Officer) EX-32 4 delta10qsbex32063003.txt CERTIFICATION OF CEO AND CFO Exhibit 32 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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, 2003 of Emerging Delta Corporation (the "Issuer"). I, Allen F. Campbell, 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 12, 2003 By: /S/ ALLEN F. CAMPBELL --------------------- Chief Executive Officer (Principal Executive Officer) Subscribed and sworn to before me this 12Th day of August 2003. /S/ IRENE MARTINEZ - --------------------- Name: Irene Martinez Title: Notary Public My commission expires: November 21, 2006 Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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, 2003 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 12, 2003 By: /S/ JERRY W. JARRELL -------------------- Chief Financial Officer (Principal Accounting Officer) Subscribed and sworn to before me this 12th day of August 2003. /S/ IRENE MARTINEZ - --------------------- Name: Irene Martinez Title: Notary Public My commission expires: November 21, 2006 -----END PRIVACY-ENHANCED MESSAGE-----