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, 1999
[ ] 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 September 30, 1999
<PAGE>
<TABLE>
<CAPTION>
EMERGING ALPHA CORPORATION
(A Company in the Development Stage)
BALANCE SHEETS
ASSETS
September 30, March 31,
1999 1999
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 291,308 $ 291,678
Interest Receivable -- --
Total Assets $ 291,308 $ 291,678
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 600 $ 1,800
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 (4,352) (5,182)
Total Stockholders' Equity 290,708 289,878
Total Liabilities and Stockholders' Equity $ 291,308 $ 291,678
</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 FOR THE FOR THE
SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998
REVENUES -
<S> <C> <C> <C> <C>
Interest Income $ 6,874 $ 7,915 $ 3,215 $ 3,941
COSTS AND EXPENSES
General and Administrative 6,044 6,820 2,872 3,060
TOTAL COSTS AND EXPENSES $ 6,044 $ 6,820 $ 2,872 $ 3,060
NET INCOME (LOSS) $ 830 $ 1,095 $ 343 $ 881
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 43,600 43,600 43,600 43,600
INCOME (LOSS) PER
COMMON SHARE $ .02 $ .03 $ .01 $ .02
</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 FOR THE FOR THE
SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net Income (Loss) $ 830 $ 1,095 $ 343 $ 881
Add item not requiring the
use of cash - amortization -- 140 -- 70
Adjustments to reconcile
net income (loss)
to net cash used by
operating activities
(Increase) decrease
interest receivable -- (704) -- 436
Increase (decrease) in
accounts payable (1,200) (907) (1,200) (1,200)
CASH (USED) PROVIDED
BY OPERATING ACTIVITIES (370) (376) (857) 187
INCREASE (DECREASE) IN CASH -- (376) (857) 187
CASH BALANCE - BEGINNING 291,678 289,568 292,165 289,005
CASH BALANCE - ENDING $ 291,308 $ 289,192 $ 291,308 $ 289,192
</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 September 30, 1999 and 1998 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
The financial statements for the six months ended September 30, 1999 and
1998 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, 1999,
the results of operations for the three and six months ended September
30, 1999 and 1998, and the cash flows for the three and six months ended
September 30, 1999 and 1998.
The results of operations for the six months ended September 30, 1999 are
not necessarily indicative of the results of operations to be expected
for the full fiscal year ending March 31, 2000.
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, 1999, $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 six months ended June 30, 1999 and
1998 include consulting fees of $4,500.
The Company has evaluated the impact of year 2000 issues. Due to the
minimal nature of its operations, the Company does not believe that these
issues will have any impact.
On October 29, 1999 the Company acquired Gas Jack, Inc. for $2,700,000.
More information is contained in the
Company's Current Report on Form 8-K dated October 29, 1999.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
5
<PAGE>
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
<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 5, 1999 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
STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1999 AND AS OF SEPTEMBER 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000904147
<NAME> EMERGING ALPHA CORPORATION
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Jun-30-1999
<PERIOD-START> Apr-01-1999
<PERIOD-END> Jun-30-1999
<EXCHANGE-RATE> 1
<CASH> 291,308
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 291,308
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 291,308
<CURRENT-LIABILITIES> 600
<BONDS> 0
0
0
<COMMON> 43,600
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 247,108
<SALES> 0
<TOTAL-REVENUES> 6,874
<CGS> 0
<TOTAL-COSTS> 6,044
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 830
<INCOME-TAX> 0
<INCOME-CONTINUING> 830
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 830
<EPS-BASIC> .02
<EPS-DILUTED> .02
</TABLE>
