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 December
31,
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 33-61888-FW
EMERGING ALPHA CORPORATION
(Exact Name of Registrant 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
(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 December 31, 1998
Exhibit Index - NONE.
<PAGE>
<TABLE>
<CAPTION>
EMERGING ALPHA CORPORATION
BALANCE SHEETS
ASSETS
December 31, March 31,
1998 1998
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 289,174 $ 289,568
Interest Receivable 2,103 --
Total Current Assets 291,277 289,568
Other Assets - organization costs 70 280
Total Assets $ 291,347 $ 289,848
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 251,460 251,460
Accumulated Deficit (4,153) (6,559)
Total Stockholders' Equity 290,907 288,501
Total Liabilities and Stockholders' Equity $ 291,347 $ 289,848
</TABLE>
The accompanying notes are an integral part of these
financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
EMERGING ALPHA CORPORATION
STATEMENT OF OPERATIONS
FOR THE FOR THE FOR THE FOR THE
NINE MONTHS NINE MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1997
REVENUES -
<S> <C> <C> <C> <C>
Interest Income $ 12,057 $ 12,081 $ 4,142 $ 4,030
COSTS AND EXPENSES
General and Administrative 9,651 9,836 2,831 3,032
TOTAL COSTS AND EXPENSES $ 9,651 $ 9,836 $ 2,831 $ 3,032
NET INCOME (LOSS) $ 2,406 $ 2,245 $ 1,311 $ 998
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 43,600 43,600 43,600 43,600
INCOME (LOSS) PER
COMMON SHARE $ .06 $ .05 $ .03 $ .02
</TABLE>
The accompanying notes are an integral part of
these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
EMERGING ALPHA CORPORATION
STATEMENT OF CASH FLOWS
FOR THE FOR THE FOR THE FOR THE
NINE MONTHS NINE MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1997
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net Income (Loss) $ 2,406 $ 2,245 $ 1,311 $ 998
Add item not requiring the
use of cash - amortization 210 210 70 70
Adjustments to reconcile
net income (loss)
to net cash used by
operating activities
(Increase) decrease
interest receivable (2,103) 1,962 (1,399) 776
Increase (decrease) in
accounts payable (907) (1,050) -- --
CASH (USED) PROVIDED
BY OPERATING ACTIVITIES (394) 3,367 (18) 1,844
INCREASE (DECREASE) IN CASH (394) 3,367 (18) 1,844
CASH BALANCE - BEGINNING 289,568 285,250 289,192 286,773
CASH BALANCE - ENDING $ 289,174 $ 288,617 $ 289,174 $ 288,617
</TABLE>
The accompanying notes are an integral part of
these financial statements.
4
<PAGE>
EMERGING ALPHA CORPORATION
NOTES TO FINANCIAL STATEMENTS
(All information as of December 31, 1998 and 1997 is unaudited)
1. DESCRIPTION OF ORGANIZATION
Emerging Alpha 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.
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 nine months ended December 31,
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 December
31, 1998, the results of operations for the three and nine months ended
December 31, 1998 and 1997 and the cash flows for the three and nine
months ended December 31, 1998 and 1997.
The results of operations for the nine months ended December 31, 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 nine months ended December 31, 1998, $6,750 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 nine months ended December
31, 1998 and 1997 include $2,250 and $6,750 in consulting fees
respectively.
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.
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- 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: February 12 , 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
unaudited financial statements
for the nine months ended December 31, 1998 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> 9-MOS
<FISCAL-YEAR-END> Mar-31-1999
<PERIOD-START> Apr-01-1998
<PERIOD-END> Dec-31-1998
<EXCHANGE-RATE> 1
<CASH> 289,174
<SECURITIES> 0
<RECEIVABLES> 2,103
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 291,277
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 291,347
<CURRENT-LIABILITIES> 440
<BONDS> 0
0
0
<COMMON> 43,600
<OTHER-SE> 247,307
<TOTAL-LIABILITY-AND-EQUITY> 291,347
<SALES> 0
<TOTAL-REVENUES> 12,057
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,651
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,406
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,406
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
