UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

[X]  Annual Report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for the fiscal year ended March 31, 2004.

[_]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the transition period from ____________ to ______________.

                       Commission file number 33-61892-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.)

4424 Gaines Ranch Loop #415, Austin, Texas                         78735
 (Address of principal executive offices)                        (Zip Code)

                                 (512) 794-5800
                (Issuer's telephone number, including area code)

Securities registered under Section 12(b) of the Act:  None

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 [_]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: None

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of September 30, 2003 was $459,000.

     The number of shares outstanding of the issuer's classes of Common Stock as
of June 29, 2004:

                 Common Stock, $1.00 Par Value -- 43,600 shares

Transitional small business disclosure format:

                                YES [ ] NO [X]

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE



<PAGE>

                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

History and Organization

     Emerging Gamma Corporation (the "Company") was incorporated in the State of
Delaware on  February  10,  1993.  Since  inception,  the Company has engaged in
efforts  intended to identify  possible  merger or acquisition  candidates,  has
investigated  acquisition candidates and has conducted preliminary  negotiations
concerning, but has not entered into a letter of intent for, possible mergers or
acquisitions.

     On  November  26,  2002  management  control of the  Company was changed in
connection with a tender offer.  Resumes of the current members of the Company's
management  team are provided in Part III,  Item 9 of this Form 10-KSB.  Current
management intends to continue operating the Company as a blind pool, as further
described herein.

Plan of Operation-General

     The Company was organized  for the purpose of creating a corporate  vehicle
to seek, investigate and, if the results of such investigation warrants, acquire
a business opportunity presented to it by persons or firms that desire to employ
the Company's  funds in their business or to seek the perceived  advantages of a
publicly  held  corporation.  The Company  will not  restrict  its search to any
specific  business,  industry  or  geographical  location,  and the  Company may
participate  in a  business  venture  of  virtually  any  kind  or  nature.  The
discussion of the proposed  business in this Item 1 is purposefully  general and
is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

The  Company's  proposed  business is  sometimes  referred to as a "blind  pool"
because investors  entrust their investment  monies to the Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's  management,  which will have  virtually  unlimited  discretion in
searching for and entering into a business opportunity.  The Company has adopted
a policy that  potential  business  opportunities  will  usually be presented to
Emerging Delta Corporation,  another Delaware  corporation with the same purpose
and  management  as the  Company,  unless  and until that  corporation  shall be
engaged in meaningful  negotiations regarding a possible or definitive merger or
acquisition  agreement,  and  then  to  Emerging  Gamma  Corporation.   Although
management  believes  that the  Company  will be able to enter  into a  business
opportunity,  there can be no assurance as to how much time will elapse before a
business opportunity is acquired.

     Management  anticipates  that it may be able to  participate in only one or
two  potential  business  ventures,  due  primarily  to  the  Company's  limited
financing.  This lack of diversification should be considered a substantial risk
in  investing  in the  Company  because it will not permit the Company to offset
potential losses from one venture against gains from another.

     The Company may seek a business  opportunity with a firm that only recently
commenced  operations,  or developing  companies  that are in need of additional
funds for  expansion  into new products or markets,  or are seeking to develop a
new product or service, or are an established business which may be experiencing
financial or operating  difficulties and are in the need for additional capital.
In some instances,  a business opportunity may involve the acquisition or merger
with a  corporation  that does not need  substantial  additional  cash but which
desires to establish a public trading  market for its common stock.  The Company
may  purchase  assets  and  establish  wholly  owned   subsidiaries  in  various
businesses or purchase existing businesses as subsidiaries.


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<PAGE>

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital,  management believes that there are numerous
firms  seeking even the limited  additional  capital which the Company will have
and/or the benefits of a publicly traded corporation. Such perceived benefits of
a publicly traded corporation may include facilitating or improving the terms on
which  additional  equity financing may be sought,  providing  liquidity for the
principals of a business, creating a means for providing incentive stock options
or  similar  benefits  to  key  employees,   providing   liquidity  (subject  to
restrictions of applicable  statutes) for all  shareholders,  and other factors.
The officers and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived  benefits of
a merger or acquisition  transaction  for the owners of a business  opportunity.
Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

     As is  customary  in the  industry,  the Company may pay a finder's fee for
locating an acquisition  prospect or a real estate prospect.  If any such fee is
paid,  it will be approved by the  Company's  Board of Directors  and will be in
accordance with the industry standards. Such fees are usually no more than 5% of
the  size of the  transaction.  Management  has  adopted  a policy  that  such a
finder's  fee or real  estate  brokerage  fee will not be paid to any  employee,
officer, director or 5% shareholder of the Company or their affiliates.

     Management believes the Company will offer owners of business opportunities
the opportunity to acquire a controlling  ownership interest in a public company
at  substantially  less cost than is  required  to  conduct  an  initial  public
offering.  The  owners  of  the  business  opportunities  will,  however,  incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale.

     The  Company  will also incur  significant  legal and  accounting  costs in
connection with the acquisition of a business opportunity including the costs of
preparing Forms 8-K, agreements and related reports and documents.

     The  Company  will  not  make  any  loans  to  any  prospective  merger  or
acquisition candidates or to unaffiliated third parties.

Generation of Opportunities

     In order to be  successful,  the Company  must seek and  evaluate  business
opportunities,  Accordingly,  generating business opportunities is a significant
task for management.

     The Company encourages business  associates,  investment bankers,  lawyers,
accountants and others to refer potential acquisition candidates to the Company.
As an aid to generating business opportunities and facilitating dissemination of
information   about  the  Company,   the  Company   established   a  website  at
www.cleanpublicshellco.com.
--------------------------

     There can be no assurance that management  will see attractive  acquisition
candidates.

Evaluation of Opportunities

     The analysis of new business  opportunities  will be undertaken by or under
the supervision of the officers and directors of the Company (see "Management").
In analyzing prospective business  opportunities,  management will consider such
matters as the available technical,  financial and managerial resources; working
capital  and  other  financial  requirements;  history  of  operation,  if  any;
prospects  for the future;  present and  expected  competition;  the quality and
experience of management  services  which may be available and the depth of that
management;  the potential for further  research,  development  or  exploration;


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<PAGE>

specific risk factors not now  foreseeable  but which then may be anticipated to
impact the proposed  activities  of the  Company;  the  potential  for growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance of products,  services or trades; name identification;  the potential
eligibility  of the Company for listing on the NASDAQ system and other  relevant
factors.  Officers  and  directors  of the  Company  will meet  personally  with
management and key personnel of the firm sponsoring the business  opportunity as
part of their  investigation.  To the extent  possible,  the Company  intends to
utilize  written  reports  and  personal  investigation  to  evaluate  the above
factors.  The  Company  will not  acquire  or merge with any  company  for which
audited financial statements cannot be obtained.

     NASDAQ and the American  Stock  Exchange  (AMEX) have listing  requirements
such as minimum  number of  shareholders,  minimum  tangible net worth,  minimum
market  capitalization  and  minimum  trading  price per share.  There can be no
assurance  that  the  Company's  Common  Stock  will  meet  the  NASDAQ  or AMEX
qualitative or quantitative criteria for listing.

     It  may  be  anticipated   that  any   opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified  prior to  selection  of the  specific  opportunity,  and
investors  herein  must,  therefore,  depend on the  ability  of  management  to
identify  and  evaluate  such  risk.  In the  case of some of the  opportunities
available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds, that the combined  enterprises will still be
unable to become a going concern or advance beyond the development  stage.  Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its stockholders.

     The Company will not restrict its search for any specific kind of business,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is already in  operation,  or in  essentially  any stage of its  corporate
life. It is currently  impossible to predict the status of any business in which
the  Company  may become  engaged,  in that such  business  may need  additional
capital, may merely desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

Acquisition of Opportunities

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing  business.  On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company  will not be in control of the Company.  In addition,  a majority or
all of the  Company's  officers and  directors  may, as part of the terms of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the  Company's  shareholders.  The Company  does not intend to
obtain  the  approval  of  Company   stockholders   prior  to  consummating  any
acquisition.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
Federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at a specified  time  thereafter.  The  issuance of  substantial
additional securities and their potential sale into any trading market which may
develop  in the  Company's  Common  Stock may have a  depressive  effect on such
market.  While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby  structure  the  acquisition  to  qualify  as a  so  called  "tax  free"
reorganization  under Sections  368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the "Code").  In order to obtain tax free treatment  under the
Code, it may be necessary for the owners of the acquired  business to own 80% or


                                       4
<PAGE>

more  of  the  voting  stock  of  the  surviving  entity.  In  such  event,  the
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares of the surviving  entity,  which could result in significant
dilution in the equity of such shareholders.  The Company intends to structure a
merger or  acquisition  in such  manner  as to  minimize  federal  and state tax
consequences to the Company and to any target company.

     As part of the  Company's  investigation,  officers  and  directors  of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity,  and the relative negotiating strength of the
Company  and such  other  management.  There  can be no  assurance  that the due
diligence  processes  of the  Company  will find any or all actual or  potential
problems of an acquisition candidate.

     With  respect to any  mergers or  acquisitions,  negotiations  with  target
company  management  will be expected to focus on the  percentage of the Company
which  target  company   shareholders   would  acquire  in  exchange  for  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood hold a lesser percentage  ownership interest in the Company following
any  merger  or  acquisition.   The  percentage  ownership  may  be  subject  to
significant  reduction in the event the Company  acquires a target  company with
substantial  assets.  Any merger or  acquisition  effected by the Company can be
expected to have a significant  dilutive effect on the percentage of shares held
by the Company's then shareholders.

     There can be no assurance  that the Company will have  sufficient  funds to
undertake  any  significant  development,  marketing  and  manufacturing  of any
products which may be acquired.  Accordingly,  following the  acquisition of any
such  product,  the Company may be  required to either seek  additional  debt or
equity financing or obtain funding from third parties, in exchange for which the
Company  would  probably  be required  to give up a  substantial  portion of its
interest in any acquired product. There is no assurance that the Company will be
able  either to  obtain  additional  financing  or  interest  third  parties  in
providing  funding for the further  development,  marketing and manufacturing of
any products acquired.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to participate in a specific business opportunity the costs
therefore  incurred  in  the  related   investigation   probably  would  not  be
recoverable.  Furthermore, even if an agreement is reached for the participation
in a specific business  opportunity,  the failure to consummate that transaction
may result in the loss to the Company of the related costs incurred.

Competition

     The Company  will  remain an  insignificant  participant  among firms which
engage in  business  combinations  with,  or  financing  of,  development  stage
enterprises.  There are many  established  management  and financial  consulting
companies and venture capital firms which have  significantly  greater financial
and personnel resources, technical expertise and experience than the Company. In
view of the Company's limited financial  resources and management  availability,
the  Company  will  continue  to be at a  significant  competitive  disadvantage
visa-vis the Company's competitors.

Investment Company Act

     The Company may  participate  in a business or  opportunity  by purchasing,
trading,  or selling the securities of the business.  However,  the Company does
not intend to engage primarily in these activities,  and is not registered as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment


                                       5
<PAGE>

Company Act"). The Company believes that such registration is not required.  The
Company  intends to conduct  its  activities  to avoid  being  classified  as an
"investment  company" under the Investment Company Act, and to avoid application
of  the  costly  and  restrictive  registration  and  other  provisions  of  the
Investment Company Act and the regulations promulgated thereunder.

     Section 3(a) of the Investment  Company Act sets forth the definition of an
"investment company" which excludes an entity which does not engage primarily in
the business of investing,  reinvesting, or trading in securities, or which does
not engage in the business of investing, owning, holding, or trading "investment
securities"  (defined as "all  securities  other than United  States  government
securities  or securities of  majority-owned  subsidiaries")  the value of which
exceeds 40% of the value of its total assets (excluding  government  securities,
cash,  or cash items).  The Company  intends to implement its business plan in a
manner which will result in its falling  outside the  definition of  "investment
company." Consequently, the Company's participation in a business or opportunity
through the purchase and sale of investment securities will be limited. In order
to avoid  classification  as an  investment  company,  the Company  will use its
assets to search  for,  analyze,  and  acquire or  participate  in a business or
opportunity  by use of a  method  which  does not  involve  the  acquisition  of
investment securities as defined in the Investment Company Act.

     Implementation of the Company's business plan,  especially if it involves a
business  reorganization  as  discussed  above,  may  necessitate  change in the
Company's capital structure,  management,  control, and business.  Each of these
areas are regulated by the  Investment  Company Act,  which  regulation  has the
purported  purpose of protecting  purchasers of investment  company  securities.
Since the Company will not register as an  investment  company,  the  purchasers
will not be afforded these protections.

     The Company may take advantage of the provision set forth in the Investment
Company  Act which  allows an entity a one-time  option  during  any  three-year
period to claim an exemption as a "transient"  investment company. The necessity
of asserting any such  resistance or making any claim of exemption could be time
consuming  and  costly,  given  the  Company's  limited  resources.  There is no
assurance that such classification could be successfully avoided.

     Neither  the  Company  nor its  officers or  directors  are  registered  as
investment  advisers  under the  Investment  Advisers Act of 1940 (the "Advisers
Act").  The Company and these  individuals  do not have  authority to pursue any
course of  business  or conduct as that term is  defined  in the  Advisers  Act.
Company  management  believes that registration is not required and that certain
exemptions to the  registration  provisions  of the Advisers Act are  available,
including the  exemptions  for persons who may render advice to a limited number
of other persons and who may advise other persons located only within one state.

Employees and Consultants

     The  Company's  only  employees  at the present  time are its  officers and
directors,  who will devote as much time as the Board of Directors  determine is
necessary  to carry out the affairs of the  Company.  The Company has engaged an
outside  firm to consult  regarding  the use of the  Internet and to develop the
Company's website.

Item 2.  DESCRIPTION OF PROPERTY

     The Company  presently  maintains  its  principal  offices at the office of
Allen  Campbell,  the Company's  current  Chairman of the Board and CEO, at 4424
Gaines Ranch Loop #415, Austin,  Texas 78735 where its telephone number is (512)
794-5800.  The office space is supplied at no cost. The Company reimburses Allen
Campbell  for  its  charges  for  long  distance   telephone   calls  and  other
miscellaneous expenses of secretarial, photocopying and similar expense.

Item 3.  LEGAL PROCEEDINGS

     None


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<PAGE>
<TABLE>
<CAPTION>

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended March 31, 2004.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock has not traded. As of March 31, 2004, there were
301 stockholders of record. No dividends have been paid and none are expected to
be paid in the foreseeable future.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     Selected Financial Information

     The following  sets forth  selected  financial  information as of March 31,
2000,  2001,  2002,  2003 and 2004 is qualified in its entirety by the financial
statements  appearing elsewhere in this Report. The Company's fiscal year end is
March 31st.

Balance Sheet Data
                            March 31,   March 31,   March 31,   March 31,   March 31,
                               2000        2001        2002        2003        2004
                            ---------   ---------   ---------   ---------   ---------
<S>                         <C>         <C>         <C>         <C>         <C>
Cash ....................   $ 301,812   $ 300,260   $ 293,643   $ 274,024   $ 208,124
Total Assets ............     301,812     300,260     293,643     275,084     208,548
Total Liabilities .......       2,700       1,500       1,500       5,395       4,431
Stockholders' Equity ....     299,112     298,760     292,143     269,689     204,117
</TABLE>

     The  Company  was formed in 1993 and has  engaged in  efforts  intended  to
identify  possible  merger or  acquisition  "targets"  and other  organizational
matters.  The Company earned $2,542 in interest income during 2004 and $3,902 in
2003.  The decrease in interest  income in 2004 was due to lower  interest rates
and  decrease in the amount of cash  invested.  Costs and expenses for the years
ended  March 31,  2004 and 2003 were  $68,114  and  $26,356,  respectively.  The
increase in expenses in 2004 is primarily  due to monthly fee paid to a director
who serves as the Company's  Chief  Executive  Officer.  In fiscal year 2004 the
total amount paid was $36,000 compared to $3,000 for only one month in 2003. The
Company also engages a director to serve as Chief Financial  Officer at the rate
of $750 per month.  In fiscal years 2000 through 2004 the annual amount paid was
$9,000.  Also in 2004 legal fees and travel expenses totaled $14,052 compared to
$5,228 in 2003 due to increased activity in pursuing business opportunities.

     The Company  recognized  net losses of $65,572 in 2004 and $22,454 in 2003.
The  Company  expects to incur  additional  losses,  at least for the near term,
until such time that a business opportunity is completed.

     The  Company  currently  has no  significant  commitments  to  which  it is
contractually bound.

IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

     In connection with forward-looking statements contained in this Form 10-KSB
and those  that may be made in the future by or on behalf of the  Company  which
are  identified as  forward-looking  by such words as  "believes",  "intends" or
words of a similar nature, the Company notes that there are various factors that


                                       7
<PAGE>

could cause actual results to differ materially from those set forth in any such
forward-looking  statements.  The forward-looking  statements  contained in this
Form 10-KSB were  prepared by  management  and are qualified by, and subject to,
significant business, economic, competitive,  regulatory and other uncertainties
and contingencies,  all of which are difficult or impossible to predict and many
of which are beyond the  control of the  Company.  Accordingly,  there can be no
assurance that the forward-looking statements contained in this Form 10-KSB will
be realized or the actual results will be not be significantly  higher or lower.
These forward-looking statements have not been audited by, examined by, compiled
by or subjected to  agreed-upon  procedures by independent  accountants,  and no
third-party has independently  verified or reviewed such statements.  Readers of
this Form 10-KSB  should  consider  these facts in  evaluating  the  information
contained  herein.  In addition,  the business and operations of the Company are
subject to  substantial  risks which  increase the  uncertainty  inherent in the
forward-looking  statements  contained in this Form 10-KSB. The inclusion of the
forward-looking  statements contained in this Form 10-KSB should not be regarded
as a representation by the Company or any other person that the  forward-looking
statements  contained  in this Form  10-KSB  will be  achieved.  In light of the
foregoing, readers of this Form 10-KSB are cautioned not to place undue reliance
on the forward-looking statements contained herein.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements of the Company  required to be included in Item 7
are set forth in the Financial Statements Index.

Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     None.

ITEM 8A.  CONTROLS AND PROCEDURES

     (a)  Evaluation  of  disclosure   controls  and  procedures.   We  maintain
disclosure controls and procedures designed to provide reasonable assurance that
information  required  to be  disclosed  in the  reports we file with the SEC is
recorded,  processed,  summarized and reported within the time periods specified
in the rules of the SEC. Within 90 days prior to the filing of the Annual Report
on Form  10KSB,  we carried out an  evaluation,  under the  supervision  and the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer,  of the design and operation of these disclosure controls and
procedures pursuant to the Exchange Act Rule 13a-14. Based upon that evaluation,
our Chief  Executive  Officer and Chief  Financial  Officer  concluded  that our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  company  required to be included in our
periodic SEC filings.
     (b)  Changes in internal  controls.  There were no  significant  changes in
internal  control over financial  reporting  during our most recently  completed
fiscal year that has materially affected,  or is reasonably likely to materially
affect, our internal control over financial reporting.

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers

     Directors are elected to serve until the annual meeting of shareholders and
until their  successors  have been  elected  and have  qualified.  Officers  are
appointed to serve,  subject to the discretion of the Board of Directors,  until
the meeting of the Board following the annual meeting of shareholders  and until
their  successors  have been  elected  and have  qualified.  All  directors  and
officers  have held their  positions  since the change in management on November
26, 2002, with the exception of Mr. Jarrell, who was elected in 1994.



                                       8
<PAGE>

Name                           Age       Office with the Company

Allen F. Campbell              61        Chairman, President and Chief Executive
                                         Officer and Director

Dermot S. L. Butler            63        Director

Laurence M. Cottingham         71        Director

Jerry W. Jarrell               62        Chief Financial Officer, Secretary
                                         and Director

     Each  officer  and  director  will  devote  only such time to the  business
affairs of the Company as he deems  appropriate,  as discussed under the caption
"Executive Compensation".  In the case of Messrs. Butler, Cottingham and Jarrell
the time devoted is estimated to be an average of approximately  20-30 hours per
officer  and  director  for each  quarter.  Mr.  Campbell  intends  to  devote a
significant  amount of time to the affairs of the Company  until an  acquisition
candidate  has been  preliminarily  identified  and a letter  of intent is being
negotiated  between the  Company  and the  acquisition  candidate  and  possibly
thereafter. At present Mr. Campbell is devoting approximately 10 to 20 hours per
week on behalf of the Company.

Allen F. Campbell became  Chairman of the Board and Chief  Executive  Officer on
November 26, 2002,  following the tender offer in September  2002 to acquire the
Company. Mr. Campbell has been an independent businessman since January 1, 1980.
He  was  the  founder  and  chairman  of  Murex  Corporation,   later  known  as
International  Murex Technologies,  a biotechnology  company that was eventually
sold to Abbott  Labs.  He has owned or been the  co-principal  of several  other
businesses,   in  various  fields  including  financial  services  and  magazine
publishing.  He is licensed as an attorney in Ohio and New Jersey  (inactive  in
both states).  For the past five years, Mr. Campbell has been engaged in general
financial consulting  (including  consulting with a mergers and acquisitions and
financial advisory services firm), investment portfolio management (as a program
partner with an institutional registered investment advisory firm), and personal
investments.

During the period 1967 through 1979, Mr. Campbell had the following  experience:
Attorney-at-law with Taft, Stettinius & Hollister,  Cincinnati,  Ohio; Associate
in the  Corporate  Finance  department  of Bear  Stearns & Co.,  New York  City;
Consultant to the  international  technology  and  management  consulting  firm,
Arthur D. Little & Co., of Cambridge, Massachusetts; Vice President and Director
of the Corporate  Finance  Department  of Schneider  Bernet & Hickman in Dallas,
Texas.  He holds the  following  degrees:  BA,  College of Wooster  (1964);  JD,
Columbia University (1967); MBA, University of Chicago (1972).

Dermot S. L. Butler  became a director  November 26, 2002,  following the tender
offer  in  September  2002 to  acquire  the  Company.  He has  over 33  years of
experience in the financial services industry. Early in 1989 Dermot Butler moved
to Dublin, Ireland and established the Custom House Group of Companies, of which
he  is  Chairman.  Today,  the  primary  company  in  the  group,  Custom  House
Administration and Corporate Services Ltd., assists clients in the establishment
of specialist  offshore  alternative  investment and hedge funds,  and currently
acts as administrator to over 180 such funds.

He has worked variously as both a stockbroker and stock jobber (market maker) on
the London Stock  Exchange,  and  subsequently,  as a commodity  broker and as a
principal  dealer in commodity  options on the London Metal and London Commodity
Exchanges.  He joined GC Douglas Metals ("GCD"),  a metals and commodity  broker
and agent of Rudolf Wolff,  a founder  member of the London Metal  Exchange,  in
1970 and was appointed a Director in 1971.

In 1978 he and two  colleagues  from GCD formed DSB  Finance  Ltd.,  a commodity
broker and consultant,  specializing in commodity  options.  The business of DSB
Finance Ltd. was  purchased by  McDonnell & Co.  (London)  Ltd. in 1986.  Dermot


                                       9
<PAGE>

Butler  became  Chairman  of  McDonnell  & Co.  (London)  Ltd.,  a wholly  owned
subsidiary of the Bermudian based fund management  group,  McDonnell & Co. Ltd.,
of which he was a founder  shareholder  and where he was responsible for product
development  and  marketing.  McDonnell & Co. Ltd.,  which  introduced the "McD"
range of alternative  investment and hedge funds,  was one of the first,  if not
the first,  fund  management  group to totally  out-source all of its investment
management  functions.  By the end of 1988, the McD range of six funds had grown
to over US$100 million in assets.

He is a regular  speaker at  conferences  in the US and Europe and has  authored
numerous  articles,  on various aspects of the alternative  investment and hedge
fund  industry.  He is a  director  of a number of  companies  in the  financial
services industry,  several of which are listed on the Irish Stock Exchange.  He
is a member of MFA (The  Managed  Funds  Association)  in the USA and the Deputy
Chairman of AIMA (The Alternative Investment Management Association).

Laurence  M.  Cottingham  became  a  director  on  November  26,  2002.  He is a
management  consultant  advising  in  the  areas  of  finance,  business  entity
evaluation,   financial  restructuring,   mergers,  acquisitions  and  corporate
divestitures.  He also  renders  advice  concerning  the  operations,  planning,
structure, and financing of on-going businesses with particular emphasis on cash
flow, the allocation of working capital, financing structures and capital assets
management.  He also negotiates complex contractual relationships and collective
bargaining  agreements.  Further he has negotiated  with a foreign  government a
major   contract   package  of  financial   incentives   to  establish  a  large
manufacturing  plant in that foreign country.  He is familiar with international
business  activities.  He is Co-founder and Chief  Operating  Officer of Deposit
Finance  Associates,  LLC., a specialist  in financing  deposits  between  major
telephone companies on international telephony.

His  experience   includes   serving  as  a  consultant  to  Luscombe   Aircraft
Corporation, Sunaire Airlines and The OTH Group. He is co-founder and manager of
McClint Development  Company,  Inc., a developer of residential  subdivisions in
Dallas,  Texas and project  manager for the  development  and  construction of a
large office building located in Dallas, Texas. He has served as general counsel
and corporate secretary of Merchants  Incorporated,  Abilene,  Texas, a publicly
owned  holding  company  whose  subsidiaries  were three motor  carriers and two
manufacturing companies. He also was assistant to the president, National Empire
Life Insurance Company,  Dallas,  Texas. He holds the following degrees; BA, SMU
(1955); JD, SMU (1957); MBA, Wharton (1973); LLM (Taxation), SMU (1992).

Jerry W. Jarrell has served as our Chief  Financial  Officer and Treasurer since
inception  in  February  1993.  From  May  1998  to  September  2000,  he  was a
non-executive  Director of Independent  Energy  Holdings PLC. From April 1991 to
May 1998, Mr. Jarrell was an Executive  Director and Chief Financial  Officer of
Independent Energy. In September 2000,  Independent Energy became the subject of
a receivership  proceeding under U.K. law. He served as Chief Financial  Officer
for the Woodson Companies, an oil field construction company, from 1977 to 1990.
From 1971 to 1977, he was Secretary-Controller for Offshore Logistics. From 1966
to 1971, he was a Certified Public  Accountant with Arthur Andersen and Company,
and holds a B.S. degree in accounting from Louisiana Tech University.

Conflicts of Interest

     Certain  conflicts of interest now exist and will continue to exist between
the Company and its officers and  directors  due to the fact that each has other
business interests to which he devotes his primary  attention.  Each officer and
director may continue to do so  notwithstanding  the fact that  management  time
should be devoted to the  business of the  Company.  No officer,  director or 5%
greater  stockholder  of the  Company is an  officer,  director or 5% or greater
stockholder  of any other blind  pool/blank  check  company  other than Emerging
Delta Corporation.


                                       10
<PAGE>

     Upon presentation of a business  opportunity to each Company's officers and
directors,  such persons may face a conflict of interest in determining which of
the Companies will receive the business opportunity.  The Companies have adopted
a policy that all potential  business  opportunities  will first be presented to
Emerging Delta Corporation,  until that corporation shall have commenced serious
discussions  regarding  a  merger  or  acquisition  and then to  Emerging  Gamma
Corporation.   Accordingly,   Emerging  Delta  Corporation  and  Emerging  Gamma
Corporation  may  be  simultaneously   engaged  in  discussions  with  different
acquisition candidates.

     The Company has not  established  policies or procedures for the resolution
of other current or potential  conflicts of interests  between the Company,  its
officers and directors or affiliated  entities.  There can be no assurance  that
management  will resolve all conflicts of interest in favor of the Company,  and
failure by management to conduct the  Company's  business in the Company's  best
interest may result in liability to the  management.  The officers and directors
are  accountable  to the  Company  as  fiduciaries,  which  means  that they are
required to exercise good faith and integrity in handling the Company's affairs.
Shareholders  who  believe  that the  Company  has been  harmed by failure of an
officer or  director to  appropriately  resolve  any  conflict of interest  may,
subject to applicable rules of civil procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.

     The Company  does not intend to acquire any business  opportunity  of which
any officer,  director,  or 5% or greater  shareholder of the Company is also an
officer,  director,  or 5% or  greater  shareholder.  In the  event  that such a
related party  transaction  is  contemplated,  the Company will first obtain the
approval  of  a  majority  of  the  Company's   stockholders   excluding   those
stockholders who have a financial interest in the transaction.

Indemnification

     The  Delaware  Supreme  Court  has held that  directors'  duty of care to a
corporation and its stockholders  requires the exercise of an informed  business
judgment.   Having  become  informed  of  all  material  information  reasonably
available to them,  directors  must act with  requisite care in the discharge of
their duties. The Delaware General Corporation Law permits a corporation through
its  certificate of  incorporation  to exonerate or indemnify its directors from
personal  liability to the corporation or its  stockholders for monetary damages
for breach of fiduciary duty of care as a director, with certain exceptions. The
Company has adopted  these  exoneration  and  indemnification  provisions in the
Delaware  General  Corporation  Law in it's  certificate  of  incorporation  and
bylaws. The exceptions include a breach of the director's duty of loyalty,  acts
or  omissions  not in good  faith or which  involve  intentional  misconduct  or
knowing violations of law, improper declarations of dividends,  and transactions
from which the directors  derived an improper  personal  benefit.  The Company's
Certificate of Incorporation exonerates its directors,  acting in such capacity,
from monetary liability to the extent permitted by this statutory provision. The
limitation of liability  provision does not eliminate a  stockholder's  right to
seek  non-monetary,  equitable  remedies  such as an injunction or rescission to
redress an action taken by directors.  However, as a practical matter, equitable
remedies may not be available in all  situations,  and there may be instances in
which no effective remedy is available.

     The extent to which the indemnification  provisions of the Delaware General
Corporation  Law and the  Company's  certificate  of  incorporation  and  bylaws
provide  indemnification to officers and directors for violations of the federal
securities laws has not been settled by court precedent. The Company understands
that,  in  the  position  of  the  Securities  and  Exchange  Commission,   such
indemnification is against public policy and is unenforceable.

Board Committees and Meetings

Audit Committee


                                       11
<PAGE>

     Our audit committee consists of Lawrence M. Cottingham, Dermot S. L. Butler
and Jerry W. Jarrell. The audit committee makes  recommendations to the board of
directors regarding the selection of independent  auditors,  reviews the results
and scope of the audit and other services  provided by our independent  auditors
and evaluates our internal accounting  procedures.  The audit committee held one
meeting during the fiscal year ended March 31, 2004.

Compensation Committee

     Our  compensation  committee  consists of Dermot S. L. Butler,  Lawrence M.
Cottingham and Jerry W. Jarrell. The compensation committee reviews and approves
compensation and benefits for our executive officers. The compensation committee
also administers our compensation and stock plans and makes  recommendations  to
the board of directors regarding such matters.  The compensation  committee held
one meeting during the fiscal year ended March 31, 2004.

Director Meetings

     Directors  are paid $500 should they travel out of town to attend a meeting
and are reimbursed for customary and reasonable  expenses  incurred in attending
board of directors and committee  meetings.  Generally our director meetings are
held  telephonically  and do not  require  out of  town  travel  to  attend  the
meetings.

                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


Section 16(a) of the Exchange Act requires the Company's  executive officers and
directors,  and persons who own more than ten percent of a  registered  class of
the  Company's  equity  securities,  to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (SEC).
The Company is required to  disclose  whether it has  knowledge  that any person
required to file such a report may have failed to do so in a timely manner.  The
Company  believes  that during  fiscal year 2004,  all  officers,  directors and
persons  owning  more than 10  percent  of  equity  securities  subject  to such
reporting obligations have satisfied all Section 16(a) filing requirements.

Item 10.   EXECUTIVE COMPENSATION

     Compensation of officers and directors is determined by the Company's board
of  directors  and is not  subject to  stockholder  approval.  Each  officer and
director may be paid for time  devoted to the  Company's  business,  and will be
reimbursed for his actual  out-of-pocket  expenses for telephone,  reproduction,
travel,  and  miscellaneous  items. Any compensation will be determined based on
the  Board's  opinion  of  the  value  of  such  services.  The  Company  has no
retirement, pension, profit sharing, or insurance or medical reimbursement plans
covering its officers and directors,  and does not contemplate  implementing any
such plan at this time.

     The board of directors  has approved the payment of a monthly fee of $3,000
to Allen Campbell  effective  April 1, 2003 for his services as Chief  Executive
Officer of the Company.

     The board of directors has approved the payment of a monthly fee of $750 to
Jerry Jarrell for his services as Chief Financial Officer and Secretary of the
Company. Mr. Jarrell has been paid this amount for the past five years including
2004.

     Except as noted above and under Item 12, "Certain Relationships and Related
Transactions,"  the  Company  has no  agreement  or  understanding,  express  or
implied,  with any officer or director, or any other person regarding employment
with the Company or compensation for services.


                                       12
<PAGE>

     On acquisition of a business opportunity, current management may resign and
be  replaced  by persons  associated  with the  business  opportunity  acquired,
particularly if the Company  participates in a business opportunity by effecting
a reorganization, merger or consolidation as discussed under "Business Plan." If
any member of current management remains after effecting a business  opportunity
acquisition,  that member's time commitment will likely be adjusted based on the
nature and method of the  acquisition  and location of the business which cannot
be predicted.

OPTION GRANTS

No options were granted to the named  executive  officers during the fiscal year
ended March 31, 2004.

2004 OPTION EXERCISES AND YEAR-END OPTION VALUES

     The following  table sets forth  information  concerning the value realized
upon  exercise  of options  during  fiscal year 2004 and the number and value of
unexercised  options held by the named executive officers at March 31, 2004. The
value of the unexercised  in-the-money options is based on the fair market value
of our common stock as of March 31, 2004,  determined  by the board of directors
to be $12.50 per share,  minus the per share exercise  price,  multiplied by the
number of shares  underlying  the option.  The fair  market  value of our common
stock was  determined  based on price  offered in the  September 16, 2002 tender
offer for the common shares of the Company.
<TABLE>
<CAPTION>
                       SHARES                                                    VALUE OF UNEXERCISED IN-
                      ACQUIRED                      NUMBER OF UNEXERCISED         THE -MONEY OPTIONS AT
                         ON          VALUE        OPTIONS AT MARCH 31, 2004           MARCH 31, 2004
    NAME              EXERCISE      REALIZED     EXERCISABLE   UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
    ----              --------      --------     -----------   -------------    -----------   -------------
<S>                   <C>           <C>          <C>           <C>              <C>           <C>
Allen F. Campbell        --            --           4,300            --              --             --
Jerry W. Jarrell         --            --           2,000            --            $1,000           --
</TABLE>

Office Use

     The Company  presently  maintains  its  principal  offices at the office of
Allen  Campbell,  the Company's  current  Chairman of the Board and CEO, at 4424
Gaines Ranch Loop #415, Austin,  Texas 78735. The office space is supplied at no
cost.  The Company  reimburses  Allen Campbell for its charges for long distance
telephone calls and other  miscellaneous  expenses of secretarial,  photocopying
and similar  expense.  The Company  believes that such space will be adequate to
conduct its affairs until such time as a business opportunity is selected.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth,  as of March 31, 2004, the stock ownership
of all persons known to own  beneficially  five percent or more of the Company's
Common Stock and all directors and officers of the Company,  individually and as
a group.  Each  person  has sole  voting  and  investment  power over the shares
indicated, except as noted.


                                Number of Shares
                                 Of Common Stock
                                  Beneficially
Name                                 Owned                      Percent
----                            ----------------                -------
Allen F. Campbell(1)                 11,052                     23.1  %
Dermot S. L. Butler(2)                1,500                      3.3  %
Laurence M. Cottingham(3)             1,500                      3.3  %
Jerry W. Jarrell(4)                   2,125                      4.6  %



                                       13
<PAGE>

All Officers and
Directors as a Group:
(4 persons)(5)                       16,177                     30.6  %
------------------
(1)  Includes Shares issuable upon exercise of options,  exercisable as of March
     31, 2004, to purchase 4,300 shares of Common Stock.

(2)  Includes Shares issuable upon exercise of options,  exercisable as of March
     31, 2004, to purchase 1,500 shares of Common Stock.

(3)  Includes Shares issuable upon exercise of options,  exercisable as of March
     31, 2004, to purchase 1,500 shares of Common Stock.

(4)  Includes Shares issuable upon exercise of options,  exercisable as of March
     31, 2004, to purchase 2,000 shares of Common Stock.

(5)  Includes  Shares issuable upon exercise of options to purchase 9,300 shares
     of Common Stock as set forth in Notes 1, 2, 3 and 4 above.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     A total of 16,052 of the  16,177  shares  listed in the table  above are or
will upon issuance be "restricted  securities" as that term is defined under the
Securities Act and may not be sold in the absence of  registration  or exemption
under the  Securities  Act. Under current law, the shares cannot be sold for one
year  from  the  date  they  are   purchased,   and  then  only  under   limited
circumstances. The other shares issued by the Company were issued pursuant to an
effective registration statement and are freely transferable.

Stock Option Plan

     The Company,  by  resolution  of its Board of Directors  and  stockholders,
adopted a 1993 Stock Option Plan (the  "Plan") on February  16,  1993.  The Plan
enables  each  Company  to offer  an  incentive  based  compensation  system  to
employees,  officers and directors and to employees of companies who do business
with the Company.

     In the discretion of a committee  comprised of non-employee  directors (the
"Committee"),  directors,  officers,  and key  employees  of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan,  of which  7,300  shares are  issuable  under  options
granted to  officers  and  directors  at $15.00 per share,  and 2,000  shares as
issuable  under  options  granted  to  a  director  at  $12.00  per  share,  all
exercisable  until  March  14,  2008.  The  Company  does  not  intend  to grant
additional  options  until  such  time  as a  merger  or  acquisition  has  been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

     There being no ready market for the Company's  common  stock,  the Board of
Directors  calculates  the fair  market  value  from  time to time  based on the
original  purchase  price earnings  multiple  applied to the trailing 12 months'
earnings,   adjusted  for  certain  fixed  charges  and  discounts  for  limited
marketability  and other  factors.  The options  issued  under the 1993 Plan are
non-transferable.

     Any shares which are subject to an award but are not used because the terms
and  conditions  of the  award  are not met,  or any  shares  which  are used by
participants to pay all or part of the purchase price of any option may again be
used for awards  under the Plan.  However,  shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.


                                       14
<PAGE>

     Stock  options may be granted as  non-qualified  stock options or incentive
stock  options,  but incentive  stock options may not be granted at a price less
than 110% of the fair market value of the stock as of the date of grant (110% as
to any 10%  shareholder at the time of grant);  non-qualified  stock options may
not be granted at a price less than 85% of fair market  value of the stock as of
the  date of  grant.  Restricted  stock  may not be  granted  under  the Plan in
connection with incentive stock options.

     Stock  options  may be  exercised  during  a  period  of time  fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  Common Stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

     Stock  options  granted  under the Plan may include the right to acquire an
Accelerated  Ownership  Non-Qualified  Stock Option  ("AO").  If an option grant
contains  the AO feature and if a  participant  pays all or part of the purchase
price of the  option  with  shares  of the  Company's  Common  Stock,  then upon
exercise of the option the participant is granted an AO to purchase, at the fair
market  value as of the date of the AO  grant,  the  number  of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

     Stock  appreciation  rights  and/or  restricted  stock  may be  granted  in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.



















                                       15
<PAGE>

Item 13.   EXHIBITS AND REPORTS ON FORM 8-K
     (a)  Exhibits. The following exhibits of the Company are included herein.
          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
          **31 Certification  Pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
          **32 Certification  Pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
-----------------------
     *Filed  in  original   registration   statement  on  Form  SB-2,  File  No.
33-61890-FW (the "Registration Statement") and incorporated by reference.
     **Filed herewith

Item  14.  INFORMATION  WITH  RESPECT  TO  THE  INDEPENDENT   REGISTERED  PUBLIC
           ACCOUNTING FIRM

Audit Fees

     Pannell Kerr Forster of Texas, P.C.  aggregate fees billed for professional
services rendered for the audit of our annual financial  statements for the 2004
fiscal  year and the review of the  financial  statements  included in our Forms
10-QSB for the 2004 fiscal year were  $3,140.  The  engagement  of Pannell  Kerr
Forster  of  Texas,  P.C.  for  the  2004  fiscal  year  and  the  scope  of the
audit-related  services,  including the audit and reviews  described  above were
pre-approved by our audit committee.

Audit-Related Fees

     Pannell Kerr Forster of Texas,  P.C. did not provide any other assurance or
related service for the fiscal year 2004.

Tax Fees

     Pannell  Kerr  Forster  of Texas,  P.C.  did not  provide  any tax  related
services for the fiscal year 2004.

All Other Fees

     Pannell Kerr Forster of Texas,  P.C. did not render any other  services for
us in 2004.












                                       16
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on June 29, 2004.

                                                      EMERGING GAMMA CORPORATION

                                                      By: /s/ Allen F. Campbell
                                                         -----------------------
                                                         Allen F. Campbell
                                                         Chairman

     In accordance with the requirements of the Securities Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities on the dates indicated.

By:/s/ Allen F. Campbell                          Dated: June 28, 2004
   ------------------------------                        -------------
   Allen F. Campbell
   Chairman of the Board and Director

By:/s/ Jerry W. Jarrell                           Dated:  June 28, 2004
   ------------------------------                         -------------
   Jerry W. Jarrell
   Chief Financial Officer, Secretary and Director
   (Principal Financial and Accounting Officer)





























                                       17
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE

Report of Registered Public Accounting Firm                                  F-2

Balance Sheet as of March 31, 2004                                           F-3

Statements of Operations for the Years Ended March 31, 2004 and 2003         F-4

Statements of Stockholders' Equity for the Years Ended March 31,
  2004 and 2003                                                              F-5

Statements of Cash Flows for the Years Ended March 31, 2004 and 2003         F-6

Notes to Financial Statements                                                F-7




























                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Emerging Gamma Corporation:

We have audited the accompanying  balance sheet of Emerging Gamma Corporation (a
Delaware  corporation)  as of March 31,  2004,  and the  related  statements  of
operations,  stockholders'  equity and cash flows for the years  ended March 31,
2004  and  2003.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Emerging Gamma Corporation as
of March 31, 2004,  and the results of its operations and its cash flows for the
years ended March 31, 2004 and 2003, in conformity with U.S.  generally accepted
accounting principles.


/s/ Pannell Kerr Forster of Texas P. C.
Houston, Texas
June 21, 2004

























                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                           EMERGING GAMMA CORPORATION

                                  BALANCE SHEET

                                 MARCH 31, 2004

                                     ASSETS
<S>                                                                          <C>
CURRENT ASSETS:
     Cash and cash equivalents                                               $ 208,124
     Prepaid expenses                                                              424
                                                                             ---------
         Total assets                                                        $ 208,548
                                                                             =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable                                                       $   4,431
                                                                             ---------
STOCKHOLDERS' EQUITY:
     Preferred stock, $1.00 par value; 50,000 shares authorized; no shares
       subscribed, issued or outstanding                                     $    --
     Common stock, $1.00 par value; 200,000 shares authorized; 43,600
       issued and outstanding                                                   43,600
     Additional paid-in capital                                                252,231
     Retained earnings (deficit)                                               (91,714)
                                                                             ---------
         Total stockholders' equity                                            204,117
                                                                             ---------
         Total liabilities and stockholders' equity                          $ 208,548
                                                                             =========
</TABLE>


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




















                                      F-3
<PAGE>

                           EMERGING GAMMA CORPORATION

                            STATEMENTS OF OPERATIONS

                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003

                                                           2004         2003
                                                        ---------    ---------
INTEREST INCOME                                         $   2,542    $   3,902
COSTS AND EXPENSES                                        (68,114)     (26,356)
                                                        ---------    ---------
NET LOSS BEFORE TAX PROVISON                              (65,572)     (22,454)

TAX PROVISION                                                --           --
                                                        ---------    ---------
NET LOSS                                                $ (65,572)   $ (22,454)
                                                        =========    =========
BASIC AND DILUTED LOSS PER SHARE                        $   (1.50)   $    (.52)
                                                        =========    =========
WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED
        SHARES OUTSTANDING                                 43,600       43,600
                                                        =========    =========


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



















                                      F-4


<PAGE>
<TABLE>
<CAPTION>

                           EMERGING GAMMA CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


                               Common Stock
                           -----------------------   Additional    Retained
                            Number of                  Paid-in     Earnings
                             Shares       Amount       Capital     (Deficit)      Total
                           ----------   ----------   ----------   ----------    ----------
<S>                            <C>      <C>          <C>          <C>           <C>
BALANCE - March 31, 2002       43,600   $   43,600   $  252,231   $   (3,688)   $  292,143
NET LOSS                         --           --           --        (22,454)      (22,454)
                           ----------   ----------   ----------   ----------    ----------
BALANCE - March 31, 2003       43,600       43,600      252,231      (26,142)      269,689
NET LOSS                         --           --           --        (65,572)      (65,572)
                           ----------   ----------   ----------   ----------    ----------
BALANCE - March 31, 2004       43,600   $   43,600   $  252,231   $  (91,714)   $  204,117
                           ==========   ==========   ==========   ==========    ==========
</TABLE>







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























                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                           EMERGING GAMMA CORPORATION

                            STATEMENTS OF CASH FLOWS

                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003

                                                                     2004         2003
                                                                   ---------    ---------
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                      $ (65,572)   $ (22,454)
       Adjustments to reconcile net loss to net cash provided by
         (used in) operating activities--
           (Increase) decrease in prepaid expenses                       636       (1,060)
           Increase (decrease) in accounts payable                      (964)       3,895
                                                                   ---------    ---------

               Net cash used in operating activities                 (65,900)     (19,619)
                                                                   ---------    ---------

DECREASE IN CASH AND CASH EQUIVALENTS                                (65,900)     (19,619)

CASH AND CASH EQUIVALENTS - beginning of year                        274,024      293,643
                                                                   ---------    ---------

CASH AND CASH EQUIVALENTS - end of year                            $ 208,124    $ 274,024
                                                                   =========    =========
</TABLE>

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
























                                      F-6

<PAGE>

                           EMERGING GAMMA CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                             MARCH 31, 2004 AND 2003

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
its discretion, believes to be good opportunities. Coincident with the formation
of the  Company,  three  similar  companies  were  formed,  managed  by the same
officers and directors, which are engaged in the same business. 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,  it is likely that the Company will not be able
to compete with larger and more experienced entities for business  opportunities
which  are  less  risky  and are  more  attractive  to such  entities;  business
opportunities in which the Company ultimately participates will likely be highly
risky and speculative.

On November 26, 2002 management control of the Company was changed in connection
with a tender offer. New management intends to continue operating the Company as
a blind pool, as further described herein.

The  Company's  proposed  business is  sometimes  referred to as a "blind  pool"
because investors  entrust their investment  monies to the Company's  management
before they have a chance to authorize any ultimate use to which their money may
be directed.  Consequently, the Company's potential success is heavily dependent
on the Company's  management,  which will have virtually unlimited discretion in
searching for and entering into a business opportunity.

2.   SIGNIFICANT ACCOUNTING POLICIES:

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when  purchased to be cash  equivalents.  At March 31, 2004,  all
cash was invested in a money market account.

The Company  follows the asset and liability  method of accounting  for deferred
income taxes prescribed by Statement of Financial  Accounting Standards ("SFAS")
No.  109  "Accounting  for  Income  Taxes".   The  Statement  provides  for  the
recognition of a deferred tax asset for deductible temporary timing differences,
capital and operating loss carryforwards, and tax credit carryforwards, net of a
"valuation  allowance".  The valuation allowance is provided for that portion of
the asset,  for which it is deemed  more  likely  than not,  that it will not be
realized.

There are no temporary  differences between financial reporting and tax basis of
assets  and  liabilities.  The  Company  has  incurred  a  cumulative  loss from
operations  since  inception.  Therefore,  a full  valuation  allowance has been
provided  against the deferred tax asset  resulting  from the net operating loss
(NOL) carryforward. No benefit was provided for the net loss incurred in 2004 or
2003. The net operating loss  carryforward  at March 31, 2004 was  approximately
$96,000 which will be available to offset future taxable income over the next 20
years.

The Company  accounts for stock options is  accordance  with APB Opinion No. 25,
"Accounting for Stock Issued to Employees",  whereby no compensation  expense is
recognized upon grant. The fair value and other pro forma  disclosures  required
by SFAS No. 123,  "Accounting for Stock-based  Compensation"  as amended by SFAS
No. 148, have not been included in the financial  statements as such disclosures
are not considered material to the financial statements.


                                      F-7
<PAGE>

Basic earnings per common share amounts are calculated  using the average number
of common  shares  outstanding  during each period.  Diluted  earnings per share
assumes the exercise of all stock options having  exercise  prices less than the
average market price of the common stock using the "treasury stock method".  All
options were excluded from the computation of diluted earnings per share because
they were antidilutive.

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements and the reported results of operations  during
the reporting period. Actual results could differ from those estimates.

3.   CASH CONCENTRATION

The Company  maintains its cash in a U.S.  cash money market fund.  The terms of
these  deposits  are on demand to minimize  risk.  The Company has not  incurred
losses related to these deposits.

4.   RELATED PARTY TRANSACTIONS:

Officers and directors are compensated based on actual time and expenses devoted
to the Company's business. During 2004 the Company's Chief Executive Officer was
paid a fee of $3,000 per month and in 2003 was paid a fee of $3,000 for services
rendered from  November  2002 to March 31, 2003.  During 2004 and 2003, a fee of
$750 per month was paid to the Company's Chief Financial Officer.

5.   STOCK OPTION PLAN:

The Company's  1993 Stock Option Plan (the "Plan")  provides for the issuance of
up to 2 million  shares of common  stock at no less than 85% of market  value at
the time of grant (for  non-qualified  options)  and no less than 110% of market
value for incentive stock options (110% if the optionee holds 10% or more of the
Company's common stock).

A summary  of the  Company's  stock  options  as of March 31,  2004 and 2003 and
changes during the years then ended are presented below:

                                      Number      Weighted-Average
                                     of Shares     Exercise Price

Outstanding at March 31, 2002          6,300          $ 14.05
     Granted                           9,300          $ 14.35
     Canceled                         (6,300)         $ 14.05
                                     -------
Outstanding at March 31, 2003          9,300          $ 14.35
     Granted                            --               --
     Canceled                           --               --
Outstanding at March 31, 2004          9,300          $ 14.35
                                     =======
Exercisable at March 31, 2004          9,300          $ 14.35
                                     -------

All stock options expire March 14, 2008.

All options were excluded  from the  computation  of diluted  earnings per share
because they were antidilutive.

6.   STOCK WARRANTS:

The Company issued stock warrants to purchase 208 shares of the Company's common
stock to the provider of the  Company's  web site.  The warrants  were issued on
December 16, 2002 at an exercise  price of $25.00 per share and expire  December
15, 2005. The stock warrants become  exercisable only if the web site leads to a
reverse merger transaction with the Company.


                                      F-8