-----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, WcpSgZlD/uDXIwSB/jS5VLhftPRxAr9h7eTgZdA2xphVSa9MJxaCeqLXdgt1OqSl jba92/If+pXlZN25wcJlDA== 0001002334-97-000084.txt : 19971117 0001002334-97-000084.hdr.sgml : 19971117 ACCESSION NUMBER: 0001002334-97-000084 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERGING ALPHA CORP CENTRAL INDEX KEY: 0000904147 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 721235449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-61888-FW FILM NUMBER: 97719307 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 SEPT 1997 10QSB 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, 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 33-61888-FW EMERGING ALPHA CORPORATION (Exact Name of Registrant as specified in its Charter) Delaware 72-1235449 (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) (504) 524-1801 (Registrant's Telephone Number, including Area Code) Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the Registrant was required to file such reports) and (ii) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Common Stock, $1.00 par value 43,600 - ---------------------------------- ------------------- Title of Class Number of Shares outstanding at September 30, 1997 Exhibit Index - NONE.
EMERGING ALPHA CORPORATION (A Company in the Development Stage) BALANCE SHEETS ASSETS September 30, March 31, 1997 1997 Current Assets Cash and cash equivalents $ 286,773 $ 285,250 Interest Receivable 866 2,052 Total Current Assets 287,639 287,302 Other Assets - organization costs 420 560 Total Assets $ 288,059 $ 287,862 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ $ 1,050 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 251,460 251,460 Accumulated Deficit (7,001) (8,248) Total Stockholders' Equity 288,059 286,812 Total Liabilities and Stockholders' Equity $ 288,059 $ 287,862
The accompanying notes are an integral part of these financial statements. 2
EMERGING ALPHA CORPORATION (A Company in the Development Stage) STATEMENT OF OPERATIONS FOR THE FOR THE FOR THE FOR THE SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS ENDED ENDED ENDED ENDED Sept. 30, 1997 Sept. 30, 1996 Sept. 30, 1997 Sept. 30, 1996 REVENUES - Interest Income $ 8,051 $ 7,747 $ 4,096 $ 3,926 COSTS AND EXPENSES General and Administrative 6,804 10,550 3,011 5,542 TOTAL COSTS AND EXPENSES $ 6,804 $ 10,550 $ 3,011 $ 5,542 NET INCOME (LOSS) $ 1,247 $ (2,803) $ 1,085 $ (1,616) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 43,600 43,600 43,600 43,600 INCOME (LOSS) PER COMMON SHARE $ .03 $ (.06) $ .03 $ (.04)
The accompanying notes are an integral part of these financial statements. 3
EMERGING ALPHA CORPORATION (A Company in the Development Stage) STATEMENT OF CASH FLOWS FOR THE FOR THE FOR THE FOR THE SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS ENDED ENDED ENDED ENDED Sept. 30, 1997 Sept. 30, 1996 Sept. 30, 1997 Sept. 30, 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 1,247 $ (2,803) $ 1,085 $ (1,616) Add item not requiring the use of cash - amortization 140 140 70 70 Adjustments to reconcile net income (loss) to net cash used by operating activities (Increase) decrease interest receivable 1,186 (866) Increase (decrease) in accounts payable (1,050) (1,949) CASH (USED) PROVIDED BY OPERATING ACTIVITIES 1,523 (4,612) 289 (1,546) INCREASE (DECREASE) IN CASH 1,523 (4,612) 289 (1,546) CASH BALANCE - BEGINNING 285,250 293,100 286,484 290,034 CASH BALANCE - ENDING $ 286,773 $ 288,488 $ 286,773 $ 288,488
The accompanying notes are an integral part of these financial statements. 4 EMERGING ALPHA CORPORATION (A Company in the Development Stage) NOTES TO FINANCIAL STATEMENTS (All information as of September 30, 1997 and 1996 is unaudited) 1. DESCRIPTION OF ORGANIZATION Emerging Alpha Corporation (the "Company") is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7. 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 their discretion, believe to be good opportunities. 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 and to the fact that the Company will only receive limited capital from a public offering, it is likely that the Company will not be able to compete with larger and more experienced entities for business opportunities which are lower risk and are more attractive for such entities; business opportunities, in which the Company ultimately participates will likely be highly risky and speculative. Since inception, the Company's activities have been limited to capital formation. 2. SIGNIFICANT ACCOUNTING POLICIES Organizational costs relating to the expenses of incorporation will be amortized on a straight-line basis over five years. The financial statements for the three and six months ended September 30, 1997 and 1996 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, 1997, the results of operations for the three and six months ended September 30, 1997 and 1996 and the cash flows for the three and six months ended September 30, 1997 and 1996. The results of operations for the three months ended September 30, 1997 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending March 31, 1998. 3. RELATED PARTY TRANSACTIONS The Company pays a consulting fee to the Vice President of Finance for financial services which includes office space and clerical services. Beginning in January 1995, and through December 1996, the Consulting Fee was $1,250 per month and during January to September 1997 the Consulting Fee was $750 per month (see Item 2 below). Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The Company has commenced no operations and has no activities. General and Administrative expenses for the three and six months ended September 30, 1997 include $2,250 and $4,500 and 1996 include $3,750 and $7,500 in consulting fees respectively. 5 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. CHANGES IN SECURITIES 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* * Incorporated by reference to such exhibit as filed with the Company's registration statement on Form SB-2, file no. 33- 61888-FW (the "Registration Statement") on April 29, 1993. (b) Reports on Form 8-K: None 6 SIGNATURES Pursuant to the requirements 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. Date: November 13, 1997 By: /s/ Jerry W. Jarrell -------------------------- -------------------- Jerry W. Jarrell Chief Financial Officer (chief financial officer and accounting officer and duly authorized officer) 7 EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND AS OF MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000904147 EMERGING ALPHA CORPORATION 1 US dollars 6-MOS Mar-31-1998 Jun-01-1997 Sep-30-1997 1 286,773 0 866 0 0 287,639 0 0 288,059 0 0 0 0 43,600 244,459 288,059 0 8,051 0 6,804 0 0 0 1,247 0 1,247 0 0 0 1,247 .03 .03
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