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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-30365-C
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EMERALD CAPITAL INVESTMENTS, INC.
(Name of Small Business Issuer as specified in its charter)
Delaware 36-3693936
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
536 North 100 West, Heber City, Utah 84032
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(Address of principal executive offices)
Registrant's telephone no., including area code: (435) 654-5423
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330 East Main Street, Suite 206 Barrington, IL 60010
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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 May 8, 2000 - 6,868,698 shares of $.001 par value
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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<PAGE>
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
EMERALD CAPITAL INVESTMENTS, INC.
For the Quarter ended March 31, 2000
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, 2000 3
Statements of Cash Flows--for the three months
ended March 31, 2000 and March 31, 1999 4
Statements of Operations--for the three months
ended March 31, 2000 and March 31, 1999 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
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EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Balance Sheet
March 31, 2000
(Unaudited)
Assets
Current Assets - cash $4,994
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Liabilities and Stockholders' Equity
Current liabilities $0
Stockholders' equity:
Common stock - $.001 par value
100,000,000 shares authorized
6,868,698 shares
outstanding respectively 6,869
Additional paid-in capital 2,633,596
Retained deficit (2,635,471)
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Total stockholders' equity 4,994
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Total liabilities and stockholders' equity $4,994
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See accompanying Notes to Financial Statements.
3
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EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Statement of Cash Flows
March 31, 2000
(Unaudited)
Three months Ended
March 31 Cumulative
2000 1999 Amounts
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Cash flows from operating
activities:
Net loss (1,649) (248) (52,341)
Decrease in accounts receivable - - 30,000
Decrease in accounts payable - (13,108) (6,665)
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Common Stock Issued for 8,000
services ----------
Net cash used in
operating activities (1,649) (13,156) (21,006)
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Cash flows from investing - - -
activities
Cash flows from financing
activities - proceeds from issue of
common stock - 26,000 26,000
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Net (decrease) increase in cash (1,649) 12,644 4,994
Cash, beginning of period 6,643 486 -
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Cash, end of period $ 4,994 $ 13,130 $ 4,994
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See accompanying Notes to Financial Statements.
4
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EMERALD CAPITAL INVESTMENTS, INC.
(A Development Stage Company)
Statement of Operations
March 31, 2000
(Unaudited)
Three Months Ended Cumulative
March 31, Amounts
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2000 1999
Revenue $ - - -
Selling, general and administrative 1,649 13,356 52,341
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Net loss (1,649) (13,356) (52,341)
========= ======== ========
Net loss per share $(.00) $(.00) $(.00)
========= ======== ========
Weighted average number of shares
outstanding 6,868,698 6,868,698 6,868,698
========= ========= =========
See accompanying notes to financial statements.
5
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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, 2000 and the results
of operations for the three months ended March 31, 2000 and 1999, cash
flows for the three months ended March 31, 2000 and 1999 and cumulative
amounts since inception of the development stage through March 31, 2000.
The results of operations for the three months ended March 31, 2000 are
not necessarily indicative of the results to be expected for the entire
year.
(2) (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. The Company has been seeking to
commence operations by acquiring another company in a reverse merger type of
transaction. In May 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger") to acquire a company known as CCC Globalcom, Inc. (See
"Plan of Operation").
The financial statements attached hereto reflect the fact that the Company
has had no operations for the last several years. If the Agreement and Plan of
Merger is closed, of which there can be no assurance, the financial condition of
the Company will change significantly as will the Company's capital structure,
management and business operations.
Financial Condition
Total assets at March 31, 2000 were $4,994, all of which was cash. At
March 31, 2000, 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.
A condition to the merger is that the Company's raise additional capital
in the amount of approximately $1,000,000. There can be no assurance that the
Company will be able to raise such additional capital.
If the Merger is not completed, the Company will continue to seek
alternative acquisitions. However, it is likely that the Company will be
required to raise additional capital in order to attract any potential
acquisition partner. 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 acquires an operating company or raises additional capital
for its own operations. There can be no assurance that either of such events
will happen.
The Company had a net loss of $1,649 for the three months ended March 31,
2000 compared to a loss of $13,356 for the three months ended March 31, 1999.
7
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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.
In May 2000, the Company entered into an Agreement and Plan of Merger
("Merger Agreement") with CCC Globalcom, a Texas corporation which has been
recently formed to engage in the telecommunications business in the United
States and internationally. In the Merger Agreement the Company has agreed,
subject to certain conditions, to acquire CCC Globalcom in exchange for shares
of its Common Stock. There can be no assurance that the Merger will be
completed. In order to complete the Merger, the Company must do the following:
o Effect a 1-for-20 reverse split ("Reverse Split") of the Company's
currently issued and outstanding shares of Common Stock and outstanding
stock options.
o Form a subsidiary company called Emerald Merger Sub. To complete the
Merger, Emerald Merger Sub will merge into CCC Globalcom and CCC
Globalcom will be the survivor of that Merger. As part of the Merger,
all of the shares of CCC Globalcom issued at the time of the Merger will
be converted into 30,250,000 shares of our Common Stock (calculated
after the Reverse Split).
o As a result of the Merger, CCC Globalcom will become a wholly-owned
subsidiary of the Company.
o The Merger is subject to a number of conditions two of the most
significant of which are: (i) the raising of approximately $1,000,000 in
new capital; and (ii) CCC Globalcom's acquisition of a company named
Ciera Corporation.
o CCC Globalcom was formed to engage in the telecommunications business.
It has conducted no operations as of the date of this Form 10-QSB and
its business plan calls for it to commence operations in the
telecommunications business by acquiring other companies which are
currently operating in the telecommunications business. CCC Globalcom's
first acquisition will be Ciera Network Systems, Inc. The completion of
the Ciera acquisition by CCC Globalcom is a condition to the closing of
the Merger.
8
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o As a result of the Merger, the CCC Globalcom shareholders will own
approximately 95% of the issued and outstanding the Company's Common
Stock.
o As a result of the Merger the officers and directors of CCC Globalcom
will become the officers and directors of the Company following the
Merger. Douglas P. Morris, who is currently an officer and director of
the Company will remain as a director following the Merger.
o The Company will change its name from Emerald Capital Investment, Inc.
to CCC Globalcom Corporation or to some other name agreed to by the
Company's shareholders.
o The Company will seek to obtain approval of its current shareholders of
the Reverse Split, the Merger, the change of management and the change
of its name.
If the Merger is Not Closed
If the Company does not complete the Merger, it will continue to be an
inactive company and will continue its search for other acquisitions.
If the Merger is Closed
If the Company does complete the Merger, it will, through our ownership
of CCC Globalcom, be engaged in the telecommunications business..
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, 2000.
Item 5. Other Information.
Item 6(a). Exhibits. None
Item 6(b). Reports on Form 8-K. None filed.
9
<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: May 12, 2000 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
10
<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>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
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<CASH> 4,994
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0
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