-----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, EGGp1AuS9Sv/pRFYLTmRAPLLful7hpbuKk96bEOw18bJN6a+/CYveyMNP4NTKCxO h2Ef5Hfvgxi2uzsGeDxK9w== 0001010549-05-000115.txt : 20050210 0001010549-05-000115.hdr.sgml : 20050210 20050210140118 ACCESSION NUMBER: 0001010549-05-000115 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 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: 05592144 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 delta10qsb123104.txt 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 December 31, 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.) 111 Congress Avenue, Fourth Floor, Austin, Texas 78701 (Address of principal executive offices) (Zip Code) (512) 391-4970 (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 December 31, 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 December 31, 2004 and March 31, 2004 2 Statements of Operations for the Three and Nine Month Periods Ended December 31, 2004 and 2003 3 Statements of Cash Flows for the Nine Months Ended December 31, 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 December 31, March 31, 2004 2004 ------------ ------------ (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 66,716 $ 161,659 Prepaid expenses -- 423 ------------ ------------ Total current assets 66,716 162,082 OFFICE EQUIPMENT, cost 5,629 5,629 Less - Accumulated depreciation (2,814) (1,407) ------------ ------------ Office equipment, net 2,815 4,222 ------------ ------------ Total assets $ 69,531 $ 166,304 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 19,375 $ 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 deficit (245,658) (133,113) ------------ ------------ Total stockholders' equity 50,156 162,701 ------------ ------------ Total liabilities and stockholders' equity $ 69,531 $ 166,304 ============ ============
The accompanying notes are an integral part of these financial statements. 2
EMERGING DELTA CORPORATION STATEMENTS OF OPERATIONS (Unaudited) For the Nine For the Nine For the Three For the Three Months Ended Months Ended Months Ended Months Ended December 31, December 31, December 31, December 31, 2004 2003 2004 2003 ------------- ------------- ------------- ------------- INTEREST INCOME $ 574 $ 1,898 $ 254 $ 485 COSTS AND EXPENSES (113,119) (86,071) (38,665) (17,374) ------------- ------------- ------------- ------------- LOSS BEFORE TAX PROVISION (112,545) (84,173) (38,411) (16,889) TAX PROVISION -- -- -- -- ------------- ------------- ------------- ------------- NET LOSS $ (112,545) $ (84,173) $ (38,411) $ (16,889) ============= ============= ============= ============= BASIC AND DILUTED LOSS PER SHARE $ (2.58) $ (1.93) $ (0.88) $ (0.39) ============= ============= ============= ============= 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. 3 EMERGING DELTA CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended December 31 ---------------------- 2004 2003 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $(112,545) $ (84,173) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,407 938 Changes in current asses nd liabilities: Increase (decrease) in accounts payable 15,772 (2,800) Decrease in prepaid expenses 423 1,060 --------- --------- CASH USED IN OPERATING ACTIVITIES (94,943) (84,975) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to office equipment -- (5,629) --------- --------- CASH USED IN INVESTING ACTIVITIES -- (5,629) --------- --------- DECREASE IN CASH AND CASH EQUIVALENTS (94,943) (90,604) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 161,659 272,642 --------- --------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 66,716 $ 182,038 ========= ========= The accompanying notes are and 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. The Company and EZklick, Inc., have agreed effective October 26, 2004, to terminate their May 24, 2004 Plan of Collaboration with the objective of acquiring ownership of several independent grocery wholesale distribution centers ("IWDCs"), commonly called "Cash and Carry's". The Company plans to continue working with 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. 5 2. SIGNIFICANT ACCOUNTING POLICIES ------------------------------- The financial statements as of December 31, 2004 and for each of the nine month periods ended December 31, 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 December 31, 2004 the results of operations for the nine months ended December 31, 2004 and 2003 and the cash flows for the nine months ended December 31, 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 each of the nine months ended December 31, 2004 and 2003 consulting fees of $27,000 were paid to the Company's Chief Executive Officer. During each of the respective periods ended December 31, 2004 and 2003, consulting fees of $6,750 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. Effective September 1, 2004 AGC agreed to reduce the monthly fee to $5,000. Effective November 1, 2004, AGC has agreed that Delta shall have the option to pay the monthly fee in whole or in part by issuing new common shares of Delta at an issue price per share of $15.00. As of December 31, 2004 Delta has a liability of $15,000 for the period of October to December 2004 due to AGC that Delta has the option to pay in cash or by issuing new common shares. Effective September 30, 2004 Delta agreed to issue to AGC stock warrants for the purchase of 4,350 shares of common stock at a price of $15.00 per share. The issuance of the warrants is conditional of the determination of the Board of Directors of Delta that AGC has performed to its satisfaction and a resolution of Delta's directors authorizing the issuance of the warrants. The Board has sole discretion in this determination and their decision is final. The warrants will expire September 30, 2005. AGC will be permitted to pay for the shares by applying fees owed by Delta for services provided by AGC. 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. 6 Results of Operations Nine and Three Month Periods Ended December 31, 2004 compared to December 31, 2003 The Company has commenced no operations and has no activities other than seeking out potential business opportunities. Interest income for the nine and three months ended December 31, 2004 was $574 and $254 respectively compared to the nine and three months ended December 31, 2003 of $1,898 and $485 respectively. The decrease in interest income in 2004 is due to lower interest rates and decreased cash invested compared to 2003. Costs and expenses for the nine and three months ended December 31, 2004 were $113,119 and $38,665 respectively compared to the nine and three months ended December 31, 2003 of $86,071 and $17,374 respectively. Costs and expenses consist primarily of consulting fees, travel and legal expenses. Consulting fees in the nine and three months ended December 31, 2004 were $83,750 and $26,250 respectively compared to the nine and three months ended December 31, 2003 of $34,250 and $11,250 respectively. The increase in 2004 is due to the monthly consulting fee paid to Altos Growth Corporation, commencing with June 2004, for their services as described above. The decrease in other costs and expenses during the nine and three months ended December 31, 2004 compared to the nine and three months ended December 31, 2003 is primarily due to decreased legal and travel expenses incurred in connection with potential business acquisitions in 2004 compared to 2003 and expenses related to shareholder meetings in 2003. 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 February 10, 2005. 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 February 10, 2005. 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 2 delta10qsbex31123104.txt CERTIFICATION OF CEO & CFO UNDER SECTION 302 Exhibit 31 Certification of the Principal Executive Officer 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15 d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within the Company, particularly during the period in which this quarterly report is being prepared; b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: February 10, 2005 /S/ ALLEN F. CAMPBELL ----------------------------- Allen F. Campbell Chief Executive Officer (Principal Executive Officer) Certification of the Principal Accounting Officer 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15 d-15(f)) for the registrant and have: e) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within the Company, particularly during the period in which this quarterly report is being prepared; f) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; g) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and h) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): b) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: February 10, 2005 /S/ JERRY W. JARRELL ------------------------------ Jerry W. Jarrell Chief Financial Officer (Principal Accounting Officer) EX-32 3 delta10qsbex32123104.txt CERTIFICATION OF CEO & CFO UNDER SECTION 906 Exhibit 32 Certification of Principal Executive Officer This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-QSB for the quarter ended December 31, 2004 of Emerging Delta Corporation (the "Company"). I, Allen F. Campbell, the Chief Executive Officer of the Company 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; 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 Company. Dated: February 10, 2005 By: /S/ ALLEN F. CAMPBELL ---------------------- Chief Executive Officer (Principal Executive Officer) Subscribed and sworn to before me this 10Th day of February 2005. /S/ IRENE MARTINEZ - --------------------- Name: Irene Martinez Title: Notary Public My commission expires: November 21, 2006 Certification of Principal Accounting Officer This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-QSB for the quarter ended December 31, 2004 of Emerging Delta Corporation (the "Company"). I, Jerry W. Jarrell, the Chief Financial Officer of Company certify that to the best of my knowledge: (iii) the Form 10-QSB fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and (iv) the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: February 10, 2005 By: /S/ JERRY W. JARRELL --------------------- Chief Financial Officer (Principal Accounting Officer) Subscribed and sworn to before me this 10Th day of February 2005. /S/ IRENE MARTINEZ - --------------------- Name: Irene Martinez Title: Notary Public My commission expires: November 21, 2006 -----END PRIVACY-ENHANCED MESSAGE-----