===============================================================================
U.S. 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 quarter ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-30365-C
------------
EMERALD CAPITAL INVESTMENTS, INC.
(Name of Small Business Issuer as specified in its charter)
Delaware 36-3693936
------------------ --------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification No.)
330 East Main Street, Suite 206 Barrington, IL 60010
(Address of principal executive offices)
Registrant's telephone no., including area code: (847) 382-1100
N/A
Former name, former address, and former fiscal year,
if changed since last report.
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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.
Common Stock outstanding at June 7, 1999 - 7,168,698 shares of $.001 par
value Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
===============================================================================
<PAGE>
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
EMERALD CAPITAL INVESTMENTS, INC.
For the Quarter ended March 31, 1999
The following financial statements and schedules of the registrant are
submitted herewith:
PART I - FINANCIAL INFORMATION
Page of
Form 10-QSB
Item 1Financial Statements:
Balance Sheet--March 31, 1999 3
Statements of Cash Flows--for the three months
ended March 31, 1999 and March 31, 1998 4
Statements of Operations--for the three months
ended March 31, 1999 and March 31, 1998 5
Notes to Financial Statements 7
Item 2Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II - OTHER INFORMATION
Page
Item 1. Legal Proceedings 9
Item 2. Changes in the Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Results of Votes of Security Holders 9
Item 5. Other Information 9
Item 6(a). Exhibits 9
Item 6(b). Reports on Form 8-K 9
2
<PAGE>
EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Balance Sheet
March 31, 1999
(Unaudited)
Assets
- ------
Current assets - cash $13,130
=============
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities
Stockholders' equity: $0
-------------
Common Stock - $.001 par value.
100,000,000 shares authorized
7,168,698 shares issued and outstanding, respectively 6,635
Additional paid-in capital 2,633,830
Retained deficit (2,627,335)
--------------
Total stockholders' equity: 13,130
--------------
Total liabilities and stockholders' equity: 13,130
==============
See accompanying Notes to Financial Statements.
3
<PAGE>
EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Statement of Cash Flows
March 31, 1999
(Unaudited)
Three Months Ended
March 31
Cumulative
1999 1998 Amounts
---- ---- -------
Cash flows from operating activities:
Net loss 248 - (44,205)
Decrease in accounts receivable - - -
Decrease in accounts payable 13,108 (8,000) (6,665)
------------------------------------------
Net cash used in
operating activities (13,356) - (50,870)
------------------------------------------
Cash flows from investing activities - - -
Cash flows from financing activities 26,000 8,000 64,000
------------------------------------------
Net (decrease) increase in cash 12,644 - 13,130
Cash, beginning of period 486 7,273 -
------------------------------------------
Cash, end of period $ 13,130 $ 7,273 $ 13,130
==========================================
See accompanying Notes to Financial Statements.
4
<PAGE>
EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Statement of Operations
March 31, 1999
(Unaudited)
Three months Ended
March 31
-------------------------------
Cumulative
1999 1998 Amounts
---- ---- -------
Revenue - - -
Selling, general and administrative 13,356 - 57,313
------------- ------------ --------------
Net loss 13,356 - 57,313
============= ============ ==============
Net loss per share $(.00) $(.00) $(.00)
============= ============ ==============
Weighted average number of shares
outstanding 7,168,698 7,168,698 7,168,698
============= ============ ==============
See accompanying notes to financial statements.
5
<PAGE>
EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Notes for Financial Statements
1. The unaudited financial statements include the accounts of Emerald Capital
Investments, Inc., and include all adjustments (consisting of normal
recurring items) which are, in the opinion of management, necessary to
present fairly the financial position as of March 31, 1999 and the results
of operations for the three months ended March 31, 1999 and 1998, cash
flows for the three months ended March 31, 1999 and 1998 and cumulative
amounts since inception of the development stage through March 31, 1999.
The results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the entire year.
2. Income (loss) per common share is based on the weighted average number of
shares outstanding during the period.
6
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company currently has no operations. Prior to December 29, 1995, the
Company had been involved in the business of recycling used tires and designing,
manufacturing, and marketing shredding equipment. The Company's tire recycling
and shredding equipment operations were unsuccessful and the Company generated
significant losses during 1994 and 1995. During 1995, the Company funded its
operations with loans from a commercial bank from management and other
individuals. By November 1995, the Board of Directors had concluded that the
Company did not have the capital, or the ability to obtain capital necessary to
continue its current operations. The Company's Board of Directors initiated
efforts to sell the Company's WRTI and CTR operations. The Company was able to
interest one of its directors and several other individuals in purchasing WRTI
and CTR.
Effective December 29, 1995, the Company sold all of its shares of WRTI
and CTR for $30,000 and the payment and or assumption of liabilities. As a
result of such sale, the Company's total liabilities, on a consolidated basis,
decreased from $1,758,308 to $6,665.
On May 7, 1998, the Company entered into an Agreement and Plan of Merger
to acquire American Polymer Corporation, a Utah Corporation. The Merger was
subject to several conditions including the Company raising additional capital.
In November 1998, the Company and American Polymer Corporation agreed to
terminate the Merger Agreement due to the failure of the Company to raise
additional capital as set forth in the Merger Agreement. The Company is now
seeking other acquisitions and mergers.
Financial Condition
Total assets at March 31, 1999 were $13,130, all of which was cash. At
March 31, 1999, the Company had no liabilities. The Company intends to use such
cash to pay for various filing fees and professional fees relating to its
reporting obligations and to fund the costs which may arise from seeking new
business opportunities.
It is likely that the Company will be required to raise additional capital
in order to attract any potential acquisition partner but there can be no
assurance that the Company will be able to raise any additional capital. It is
also likely that any future acquisition will be made through the issuance of
shares of the Company's common stock which will result in the dilution of the
percentage ownership of the current shareholders.
Results of Operations
The Company has generated no revenues since the sale of the WRTI/CTR
operations and assets. The Company will not generate any revenues, if ever,
until and unless it merges with an operating company or raises additional
capital for its own operations. There can be no assurance that either of such
events will happen.
7
<PAGE>
The Company had a net loss of $13,356 for the three months ended March 31,
1999 compared to $-0- for the three months ended March 31, 1998.
Plan of Operation
Commencing in the fourth quarter of 1995, the Company's Plan of Operation
was essentially the plan to sell its WRTI and CTR operation. Effective December
29, 1995 these operations were sold. The Company's current plan of operation is
to acquire another operating company. It is likely that any acquisition will be
a "reverse merger" acquisition whereby the Company acquires a larger company by
issuing shares of the Company's common stock to the shareholders of the larger
company. Although the Company would be the surviving or parent company from a
corporate law standpoint, the shareholders of the larger company would be the
controlling shareholders of the Company and the larger company would be treated
as the survivor or parent company from an accounting point of view. It can be
expected that any company which may desire to be acquired by the Company will do
so as a method of potentially becoming a public company more quickly and less
expensively than if such company undertook its own public offering.
The Company has terminated its Merger Agreement with American Polymer
Corporation due to the failure of the Company to obtained additional capital as
required by the Merger Agreement. The Company will now look for additional
merger or acquisition candidates.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. To the best knowledge of the Company's
management, the Company is not a party to any legal proceeding or
litigation.
Item 2. Changes in the Rights of the Company's Security Holders. None.
Item 3. Defaults by the Company on its Senior Securities. None.
Item 4. Submission of Matters to Vote of Security Holders. No matter was
submitted to a vote of the Company's security holders for the quarter
ended March 31, 1999.
Item 5. Other Information.
Item 6(a). Exhibits. None
Item 6(b). Reports on Form 8-K. None filed.
8
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: June 7, 1999 EMERALD CAPITAL INVESTMENTS, INC.
By /s/ Frank H. Ross, III
Frank H. Ross, III
President/Principal Executive Officer
By /s/ Douglas P. Morris
Douglas P. Morris
Principal Financial Office
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
EMERALD CAPITAL INVESTMENT INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> 13,130
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 13,130
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,130
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,130
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2,640,465
<OTHER-SE> 2,627,335
<TOTAL-LIABILITY-AND-EQUITY> 13,130
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,356
<LOSS-PROVISION> 13,356
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,356)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
