EMERGING GAMMA CORP
10QSB/A, 1998-12-01
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                                       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, 1998

[         ] 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 33-61890-FW

                                           EMERGING GAMMA CORPORATION
              (Exact Name of small business issuer as specified in its Charter)


            Delaware                                                72-1235452
(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, 1998
Exhibit Index - NONE.


<PAGE>

<TABLE>
<CAPTION>


                                           EMERGING GAMMA CORPORATION

                                                 BALANCE SHEETS

                                                     ASSETS

                                                             September 30,                     March 31,
                                                               1998                           1998

Current Assets
<S>                                                         <C>                            <C>          
        Cash and cash equivalents                           $      295,721                 $     295,864
        Interest Receivable                                            720                            --

Total Current Assets                                               296,441                       295,864

Other Assets - organization costs                                      140                           280

Total Assets                                                $      296,581                 $     296,144


                                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

        Accounts Payable                                    $          440                 $       1,347

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                                         252,231                       252,231
Accumulated Earnings (Deficit)                                       (310)                       (1,034)

Total Stockholders' Equity                                         296,141                       294,797

Total Liabilities and Stockholders' Equity                  $      296,581                 $     296,144



</TABLE>








                   The  accompanying   notes  are  an  integral  part  of  these
financial statements.

                                                        2

<PAGE>

<TABLE>
<CAPTION>


                                                        EMERGING GAMMA CORPORATION

                                                          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, 1998      Sept. 30, 1997      Sept. 30, 1998        Sept. 30, 1997


REVENUES -
<S>                                              <C>                  <C>                   <C>                 <C>            
     Interest Income                             $       8,072        $          8,207      $        4,010      $         4,179

COSTS AND EXPENSES
     General and Administrative                          6,728                   6,793               3,054                3,009

TOTAL COSTS AND EXPENSES                                 6,728                   6,793               3,054                3,009

NET INCOME (LOSS)                                        1,344                   1,414                 956                1,170


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                  43,600                  43,600              43,600               43,600


INCOME (LOSS) PER
 COMMON SHARE                                              .03                     .03                 .02                  .03






</TABLE>


























                                The  accompanying  notes are an integral part of
these financial statements.

                                                                     3

<PAGE>
<TABLE>
<CAPTION>




                                                        EMERGING GAMMA CORPORATION

                                                          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, 1998      Sept. 30, 1997      Sept. 30, 1998        Sept. 30, 1997

CASH FLOWS FROM
OPERATING ACTIVITIES

<S>                                              <C>                  <C>                   <C>                 <C>            
     Net Income (Loss)                           $       1,344        $          1,414      $          956      $         1,170
     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                            (720)                   1,203                 450                (884)
     Increase (decrease) in
          accounts payable                               (907)                 (1,050)             (1,200)

     CASH (USED) PROVIDED
     BY OPERATING ACTIVITIES                             (143)                   1,707                 276                  356

INCREASE (DECREASE) IN CASH                              (143)                   1,707                 276                  356

CASH BALANCE - BEGINNING                               295,864                 290,956             295,445              292,307

CASH BALANCE - ENDING                            $     295,721        $        292,663      $      295,721      $       292,663









</TABLE>









                                The  accompanying  notes are an integral part of
these financial statements.

                                                                     4

<PAGE>



                                                EMERGING GAMMA CORPORATION

                                               NOTES TO FINANCIAL STATEMENTS
               (All information as of September 30, 1998 and 1997 is unaudited)

1.     DESCRIPTION OF ORGANIZATION

       Emerging Gamma  Corporation  (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,
       1998 and 1997 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, 1998,  the results of  operations  for the three and six months ended
       September  30,  1998 and 1997 and the cash  flows  for the  three and six
       months ended September 30, 1998 and 1997.

       The results of operations for the six months ended September 30, 1998 are
       not  necessarily  indicative  of the results of operations to be expected
       for the full fiscal year ending March 31, 1999.

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.  In
       the six months ended  September 30, 1998,  $4,500 in consulting fees (see
       Item 2 below) was billed to the Company.

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, 1998 include $2,250 and $4,500 in consulting fees respectively.


                                                             5

<PAGE>



                                                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- 61890-FW (the  "Registration
Statement") on April 29, 1993.

                  (b)                 Reports on Form 8-K: None


                                                             6

<PAGE>



                                                        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    , 1998                    By:  /s/ Jerry W. Jarrell
              --------------------------       --------------------
                                 Jerry W. Jarrell
                          Chief Financial Officer (chief financial officer and
                               accounting officer and duly authorized officer)





























































                                    

                                                             7

<PAGE>



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
   This schedule contains summary financial information extracted from the
unaudited financial statements
for the six months ended September 30, 1998 and is qualified in its entirety by
reference to such financial
statements.
</LEGEND>
<CIK>     0000904146
<NAME>  EMERGING GAMMA CORPORATION
<MULTIPLIER>           1
<CURRENCY>         US dollars
       
<S>                                                       <C>
<PERIOD-TYPE>           6-MOS
<FISCAL-YEAR-END>                                           Mar-31-1999
<PERIOD-START>                                              Apr-01-1998
<PERIOD-END>                                                Sep-30-1998
<EXCHANGE-RATE>                  1
<CASH>                                                        295,721
<SECURITIES>                                                  0
<RECEIVABLES>                                                 0
<ALLOWANCES>                                                  0
<INVENTORY>                                                   0
<CURRENT-ASSETS>                                              296,441
<PP&E>                                                        0
<DEPRECIATION>                                                0
<TOTAL-ASSETS>                                                296,581
<CURRENT-LIABILITIES>                                         0
<BONDS>                                                       0
                                         0
                                                   0
<COMMON>                                                      43,600
<OTHER-SE>                                                    251,921
<TOTAL-LIABILITY-AND-EQUITY>                                  296,581
<SALES>                                                       0
<TOTAL-REVENUES>                                              8,072
<CGS>                                                         0
<TOTAL-COSTS>                                                 0
<OTHER-EXPENSES>                                              6,728
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                            0
<INCOME-PRETAX>                                               1,334
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                                  1,334
<EPS-PRIMARY>                                                .03
<EPS-DILUTED>                                                .03
        

</TABLE>


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