EMERGING ALPHA CORP
10QSB, 1997-08-08
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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 June 30,
1996

[        ] 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 Small Business Issuer 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
                                          (Issuer's telephone number)

         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  the  number of  shares  outstanding  of each of the  issuer's
classes of Common Equity, as of the latest practicable date.

Common Stock, $1.00 par value                                     43,600
- ------------------------------------------     ---------------------------------
Title of Class                                      Number of Shares outstanding
                                at June 30, 1997




<PAGE>
<TABLE>
<CAPTION>


                                           EMERGING ALPHA CORPORATION
                                      (A Company in the Development Stage)

                                                 BALANCE SHEETS

                                                     ASSETS

                                                             June 30,                       March 31,
                                                               1997                           1997

Current Assets
<S>                                                         <C>                            <C>          
        Cash and cash equivalents                           $      286,484                 $     285,250
        Interest Receivable                                             --                         2,052

Total Current Assets                                               286,484                       287,302

Other Assets - organization costs                                      490                           560

Total Assets                                                $      286,974                 $     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
Acumulated Deficit                                                 (8,086)                       (8,248)

Total Stockholders' Equity                                         286,974                       286,812

Total Liabilities and Stockholders' Equity                  $      286,974                 $     287,862









</TABLE>


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

                                                        2

<PAGE>

<TABLE>
<CAPTION>


                                                       EMERGING ALPHA CORPORATION
                                                  (A Company in the Development Stage)

                                                         STATEMENT OF OPERATIONS



                                                                            FOR THE               FOR THE
                                                                         THREE MONTHS          THREE MONTHS
                                                                             ENDED                 ENDED
                                                                         June 30, 1997         June 30, 1996


<S>                                                                     <C>                    <C>          
REVENUES - Interest Income                                              $         3,955        $       3,821

COSTS AND EXPENSES
     General and Administrative                                                   3,793                5,008
TOTAL COSTS AND EXPENSES                                                          3,793                5,008

NET INCOME (LOSS) BEFORE
  TAX                                                                               162              (1,187)

NET INCOME (LOSS)                                                                   162              (1,187)

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


INCOME (LOSS) PER COMMON SHARE                                          $          .004        $      (.027)

</TABLE>























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

                                                                   3

<PAGE>

<TABLE>
<CAPTION>


                                                       EMERGING ALPHA CORPORATION
                                                  (A Company in the Development Stage)
                                                         STATEMENT OF CASH FLOWS



                                                                            FOR THE               FOR THE
                                                                         THREE MONTHS          THREE MONTHS
                                                                             ENDED                 ENDED
                                                                         June 30, 1997         June 30, 1996


CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                     <C>                    <C>          
     Net Income (Loss)                                                  $           162        $     (1,187)
     Adjustments to reconcile net
          income (loss) to net cash
          used by operating activities
     Increase (decrease) in accounts payable                                    (1,050)              (1,949)
     (Increase) decrease in interest receivable                                   2,052                   --
     Amortization                                                                    70                   70
     CASH (USED) PROVIDED BY
          OPERATING ACTIVITIES                                                    1,234              (3,066)


INCREASE (DECREASE) IN CASH                                                       1,234              (3,066)

CASH BALANCE - BEGINNING                                                        285,250              292,922

CASH BALANCE - ENDING                                                   $       286,484        $     289,856








</TABLE>















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

                                                                   4

<PAGE>



                                                EMERGING ALPHA CORPORATION
                                           (A Company in the Development Stage)
                                               NOTES TO FINANCIAL STATEMENTS
                                (All information as of June 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  months ended June 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 June 30, 1997, the
       results of operations  for the three months ended June 30, 1997 and 1996,
       and the cash flows for the three months ended June 30, 1997 and 1996.

       The results of  operations  for the three  months ended June 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 spae and clerical  services.  In
       the quarter ended June 30, 1997,  $2,250 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 months ended June 30, 1997 and
       1996 include consulting fees of $2,250 and $3,750, respectively.


                                                PART II.  OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS
                  None

Item 2.           CHANGES IN SECURITIES
                  None

Item 3.           DEFAULTS UPON SENIOR SECURITIES
                  None


                                                             5

<PAGE>



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

<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:          August 8, 1997                         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 three months ended June 30, 1997 and is
qualified in its entirety by reference to such financial  statements.
</LEGEND>
<CIK> 0000904147
<NAME> emerging alpha corporation
<MULTIPLIER>                                              1
<CURRENCY>                                               0
       
<S>                                                                                 <C>
<PERIOD-TYPE>                                                                       3-MOS
<FISCAL-YEAR-END>                                                                   Mar-31-1998
<PERIOD-START>                                                                      Apr-01-1997
<PERIOD-END>                                                                        jun-30-1997
<EXCHANGE-RATE>                                                                     1
<CASH>                                                                              286,484
<SECURITIES>                                                                        0
<RECEIVABLES>                                                                       0
<ALLOWANCES>                                                                        0
<INVENTORY>                                                                         0
<CURRENT-ASSETS>                                                                    286,484
<PP&E>                                                                              0
<DEPRECIATION>                                                                      0
<TOTAL-ASSETS>                                                                      286,974
<CURRENT-LIABILITIES>                                                               0
<BONDS>                                                                             0
                                                               0
                                                                         0
<COMMON>                                                                            295,060
<OTHER-SE>                                                                          (8,086)
<TOTAL-LIABILITY-AND-EQUITY>                                                        286,974
<SALES>                                                                             0
<TOTAL-REVENUES>                                                                    3,955
<CGS>                                                                               0
<TOTAL-COSTS>                                                                       0
<OTHER-EXPENSES>                                                                    3,793
<LOSS-PROVISION>                                                                    0
<INTEREST-EXPENSE>                                                                  0
<INCOME-PRETAX>                                                                     0
<INCOME-TAX>                                                                        0
<INCOME-CONTINUING>                                                                      162
<DISCONTINUED>                                                                      0
<EXTRAORDINARY>                                                                     0
<CHANGES>                                                                           0
<NET-INCOME>                                                                             162
<EPS-PRIMARY>                                                                           .004
<EPS-DILUTED>                                                                           .004
        

</TABLE>


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