SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934

For the fiscal year ended March 31, 2002
                          --------------

[_]     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 33-61892-FW
                       -----------

                           EMERGING DELTA CORPORATION

              (Exact name of small business issuer in its charter)

        DELAWARE                                      72-1235451
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

        220 Camp Street,
        New Orleans, Louisiana                              70130
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:          (504) 524-1801
                                                          ----------------------

Securities registered pursuant to Section 12(b) of the Act:       None
                                                           ---------------------

Securities registered pursuant to Section 12(g) of the Act:       None
                                                           ---------------------

        Indicate by check mark whether the  registrant (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
                                 -----      -----

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not 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 March 31, 2002 was $300,000.

        The number of shares outstanding of the issuer's classes of Common Stock
as of March 31, 2002:

Common Stock, $1.00 Par Value - 43,600 shares
---------------------------------------------
<PAGE>

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

History and Organization

        Emerging Delta Corporation  ("Company") was incorporated in the State of
Delaware on February  10, 1993.  Since  inception,  the primary  activity of the
Company has been devoted to  organizational  activities  and  obtaining  initial
funding.  The  Company  has only  engaged in very  limited  preliminary  efforts
intended to identify  possible  merger or acquisition  "targets" and has neither
conducted negotiations  concerning,  nor entered into a letter of intent for any
possible mergers or acquisitions.

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 who or which
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
officers  and  directors  of the  Company  have had  limited  experience  in the
proposed business of their respective Company.  The Company has adopted a policy
that all potential  business  opportunities  will first be presented to Emerging
Delta  Corporation,  until that corporation has entered into a definitive merger
or acquisition agreement,  and then to Emerging Gamma Corporation.  As a result,
until  Emerging  Delta  Corporation  has  entered  into  a  definite  merger  or
acquisition  agreement,  the  remaining  company  will be dormant and not expend
significant funds.  Although  management believes that each 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  which only
recently  commenced  operations,  or developing  companies in need of additional
funds for  expansion  into new products or markets,  or are seeking to develop a
new product or service,  or are  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  which 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 business
or purchase existing businesses as subsidiaries.

        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.
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.


                                       2
<PAGE>

        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 customarily between 1% and
5% of the size of the  transaction,  based  upon a sliding  scale of the  amount
involved. Such fees are typically in the range of 5% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 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,  including Chaffe & Associates, Inc. No finder's fee will be paid to
Cullen Investment Group, Ltd., unless approved beforehand by the NASD.

        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 post-effective  amendments,  Forms 8-K, agreements and related reports
and documents  nevertheless,  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.

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

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").  Management  intends to concentrate  on  identifying  prospective
business  opportunities  which may be brought to its attention  through  present
associations with 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;  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.

        Currently,   NASDAQ's   quantitative   listing   requirements   are  300
shareholders,  tangible net worth of at least $5,000,000,  market capitalization
of at least $50,000,000,  and a trading price of at least $4.00 per share. There
can  be no  assurance  that  management  will  be  able  to  locate  a  business
opportunity  which meets NASDAQ's  quantitative  criteria nor that the Company's
Common Stock will meet NASDAQ's qualitative 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.


                                       3
<PAGE>

        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.  Management  does not  intend  to sell any  shares  held by them in
connection with a business 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  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 in 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 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.

        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 any 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.


                                       4
<PAGE>

        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 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 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
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  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.


                                       5
<PAGE>

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.

Item 2.   DESCRIPTION OF PROPERTY

        The Company presently  maintains its principal offices at the offices of
Chaffe  &  Associates,  which is an  affiliate  of its  principal  stockholders,
located at 220 Camp Street,  New Orleans,  Louisiana  70130 where its  telephone
number is (504)  524-1801.  The office space is supplied at no cost. The Company
reimburses Chaffe & Associates for its charges for long distance telephone calls
and other  miscellaneous  expenses  of  secretarial,  photocopying  and  similar
expense.

Item 3.   LEGAL PROCEEDINGS

        Not Applicable.

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, 2002.


                                       6
<PAGE>

                                     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, 2002, there
were 339  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,
1998,  1999,  2000,  2001 and  2002  and is  qualified  in its  entirety  by the
financial  statements  appearing  elsewhere in this Report. The Company's fiscal
year end is March 31st.

<TABLE>
<CAPTION>

Balance Sheet Data

                                      March 31,     March 31,      March 31,      March 31,     March 31,
                                        1998          1999           2000           2001          2002
                                      ---------     ---------      ---------      ---------     ----------
<S>                                   <C>           <C>            <C>            <C>           <C>

Cash..............................    $  295,347    $  297,884     $  301,229     $ 303,841     $  296,946
Organizational Costs..............           280          ---            ---         ----           ---
Total Assets......................       295,343       297,884        301,229       303,841        296,946
Total Liabilities.................         1,341         1,800          2,700         1,868          1,500
Stockholders' Equity..............       294,277       296,084        298,529       301,973        295,446
</TABLE>


          The Company  was formed in 1993 and has not engaged in any  operations
other than organizational  matters. The Company earned $9,039 in interest income
during 2002 and $18,788 in 2001. The decrease in interest income in 2002 was due
to lower interest  rates.  Costs and expenses for the years ended March 31, 2002
and 2001 were $15,566 and $14,976  respectively.  The Company engages a director
to serve as chief  financial  officer at the rate of $750 per  month.  In fiscal
years 1998 through 2002 the annual amount paid was $9,000. The amount to be paid
in fiscal 2003 is expected to be $9,000.

          The  Company  recognized  net  losses of $6,527 in 2002 and  $3,444 in
2001.  Given the current low interest rate  environment,  the Company expects to
incur additional losses, at least for the near term, until such time that market
interest rates rise to a level that are adequate to generate sufficient interest
income to cover the Company's current level of operating costs.

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

IMPORTANT FACTORS RELATING OT FOWARD-LOOKING STATEMENTS

          In connection with  foward-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 foward-looking by such words as "believes", "intends" or
words of a similar nature, the Company notes that there are various factors that
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


                                       7
<PAGE>


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-lookng  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

        Not Applicable.


                                       8
<PAGE>

                                    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  inception,  with the exception of Mr.
Jarrell, who was elected in 1994.

Name                             Age           Office with the Company
------------------              ------         ------------------------
Burt H. Keenan                   63            President and Chief Financial
                                               Officer and Director

D. B. H. Chaffe III              68            Director

Daniel B. Killeen                68            Director

Jerry W. Jarrell                 60            Treasurer, 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,"  estimated at an average of approximately 20-30 hours
per officer and director for each quarter.  Management does not intend to devote
any significant amount of time to any Company until an acquisition candidate has
been preliminarily identified and a letter of intent is being negotiated between
the Company and the acquisition candidate.

        Burt H.  Keenan  has  served  as our  Chairman  of the  Board  and Chief
Executive  Officer  since  inception  in  February  1993.  From  August  1999 to
September 2000, he was a non-executive  Director of Independent  Energy Holdings
PLC. From April 1991 to August 1999, Mr. Keenan served as Executive  Chairman of
Independent Energy. In September 2000,  Independent Energy became the subject of
a receivership  proceeding  under U.K. law.  Since 1987, he has been  associated
with Chaffe &  Associates,  Inc.,  an  investment  banking  firm  located in New
Orleans,  Louisiana,  where he specializes in capital formation for emerging and
middle market companies. From 1969 to 1986, Mr. Keenan was the founder, Chairman
and CEO of  Offshore  Logistics,  Inc.,  a public  oil and gas  service  company
operating a fleet of marine  service  vessels  and  helicopters  worldwide.  Mr.
Keenan was a member of the National Advisory Council on Oceans and Atmosphere, a
United States Presidential Commission, and of various industry associations. Mr.
Keenan received  Bachelors and Masters degrees in business  administration  from
Tulane University.

        Daniel B. Killeen has been an associate professor in information systems
in the A. B. Freeman School of Business at Tulane  University  since 1983.  From
1967 to 1983, he was Director of Computing at the  University,  responsible  for
all computing  activities and a staff of fifty. Mr. Killeen performs  consulting
work for  business  and  industry  throughout  the Gulf South.  Mr.  Killeen has
received  degrees in Physics and a Ph.D in  Engineering,  and is affiliated with
several honorary business and scientific societies. He is a registered Louisiana
professional engineer.

        D. B. H. Chaffe III has been  President and Chief  Executive  Officer of
Chaffe & Associates,  Inc.,  an investment  banking firm located in New Orleans,
Louisiana,  since  1982.  From 1981 to 1985,  Mr.  Chaffe was  President,  Chief
Executive  Officer  and  Treasurer  of  Becker  &  Associates,  Inc.,  a  marine
contracting  firm,  following  a leveraged  buy-out by Mr.  Chaffe and two other
individuals.  From 1971 to 1981, he was Executive Vice President and Director of
Howard,  Weil,  Labouisse,  Friedrichs  Incorporated  and the head of  corporate
finance at this regional  investment  banking firm.  From 1969 to 1971, he was a
general partner of Howard, Weil, Labouisse,  Friedrichs & Company. Prior to 1969
Mr. Chaffe was a registered representative and a principal of investment banking
firms.  He has served on advisory  committees  and has been a member of National
Securities  Associations  and stock  exchanges.  Mr. Chaffe received a Bachelors
degree in Engineering from Tulane University.


                                       9
<PAGE>


        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 any  Company is an  officer,  director or 5% or greater
stockholder  of any other blind  pool/blank  check  company  other than Emerging
Gamma Corporation.

        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 has entered into
a  definitive  merger  or  acquisition  agreement,  and then to  Emerging  Gamma
Corporation.

        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.

        Chaffe & Associates, Inc., which is affiliated with two of the Company's
officers  and  directors,  may be a source  of  business  opportunities  for the
Company.  The Company  does not intend to acquire any  business  opportunity  of
which with 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
Companies have adopted these exoneration and  indemnification  provisions in the
Delaware   General   Corporation  Law  in  their   respective   certificates  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
transaction 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 recision 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.


                                       10
<PAGE>


        The  extent  to which the  indemnification  provisions  of the  Delaware
General  Corporation Law and the Companies'  certificates 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 Companies
understand that, in the position of the Securities and Exchange Commission, such
indemnification is against public policy and is unenforceable.

Item 10.  EXECUTIVE COMPENSATION

        No  compensation  has been paid or accrued to any officer or director of
the Company to date.  Each  officer and  director may be paid on an hourly basis
for actual hours devoted to the Company's  business,  and will be reimbursed for
his actual  out-of-pocket  expenses for  telephone,  reproduction,  travel,  and
miscellaneous  items. No hourly  compensation has been determined as of the date
of this Report, and any hourly  compensation will be determined by the Company's
board of directors based on its opinion of the value of such services,  and will
not be based on  current  compensation  levels  for  employment  outside  of the
Company or other such  measurements.  The terms of such compensation will not be
determined in arm's length negotiation. 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.

        Except as noted above and under "Certain  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.  Compensation of officers and directors is determined by the Company's
board of directors and is not subject to stockholder approval.

        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.

        The  Company has  granted a total of 4,300  options to  purchase  Common
Stock under its 1993 Stock  Option  Plan,  as  follows:  Burt H.  Keenan,  2,600
shares; D.B.H. Chaffe, III, 1,200 shares; and Daniel B. Killeen, 500 shares. The
options are exercisable at $15.00 per share at any time until December 31, 2002.
On February 15, 1994 the Company  issued  Jerry W.  Jarrell  options to purchase
2,000  shares at $12.00  per share at any time until  December  31,  2002.  (See
"Stock Option Plan.")

Office Use

        The Company currently shares a portion of approximately 3900 square feet
of office space at 220 Camp Street,  New Orleans,  Louisiana 70130 with Chaffe &
Associates,  Inc.,  an  affiliate  of the  Company.  There is no charge for said
space.  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,  2002,  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.


                                       11
<PAGE>


                                Number of Shares
                                of Common Stock
                                  Beneficially

      Name                       Owned                  Percent
--------------------           ---------              -----------
Burt H.  Keenan(1)              11,170                  24.2%
D. B. H. Chaffe III(2)           4,320                   9.6%
Daniel B. Killeen(3)               760                   1.7%
Jerry W. Jarrell(4)              2,125                   4.7%
All Officers and
Directors as a Group:
(4 persons)(5)                  18,375                  37.0%
----------
(1)     Includes  Shares  issuable  upon  exercise of options to purchase  2,600
shares of Common Stock.
(2)     Includes  Shares  issuable  upon  exercise of options to purchase  1,200
shares of Common Stock.
(3)     Includes Shares issuable upon exercise of options to purchase 500 shares
of Common Stock.
(4)     Includes  Shares  issuable  upon  exercise of options to purchase  2,000
shares of Common Stock.
(5)     Includes Shares issuable as set forth in Notes 1, 2, 3 and 4 above.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The Company has an oral agreement with Jerry W. Jarrell, a director,  to
provide consulting  services to the Company.  The agreement,  which commenced on
January 1, 1995, is for a term of 24 months and provides for $1,250 compensation
per month,  plus a one-time  grant of options to purchase 2,000 shares of Common
Stock at $12.00 per share.  The agreement was renewed on January 1, 1997 but the
compensation was reduced to $750 per month. See "Stock Option Plan" below.

        The Company has an oral agreement  with Chaffe & Associates,  Inc. ("C &
A"),  a firm  affiliated  with two of its  officers  and  directors,  to perform
certain services after the closing of the offering. Secretarial services will be
charged at $20 per hour,  and the services of staff  analysts will be charged to
rates ranging from $60 to $100 per hour. The total amount of charges  payable in
any month cannot be estimated at this time and depend upon the complexity of any
opportunity investigated. The Company has adopted a policy not to compensate C &
A for any  services  (other than  secretarial  services)  in  connection  with a
transaction  between any Company and an existing C & A client.  C & A's services
(other than secretarial services) will not be engaged by any Company until after
a letter of  intent is being  negotiated  between  a Company  and the  potential
acquisition  candidate.  Since  Messrs.  Chaffe  and  Keenan  are  officers  and
directors of each Company, and,  respectively,  the principal stockholder and an
associate  of C & A,  any  consulting  fees  paid  to C & A can be  expected  to
indirectly benefit Messrs. Chaffe and Keenan.

        C & A is engaged in financial consulting and advisory services,  mergers
and acquisitions,  corporate restructuring and financing, management consulting,
valuation of private  companies  and private  placements  of  corporate  debt. A
wholly owned subsidiary of C & A, Chaffe Securities,  Inc., is a registered NASD
broker-dealer, but does not participate in public offerings nor engage in retail
securities  transactions.  Chaffe  Securities,  Inc.  receives only advisory and
transaction  fees for  transactions in securities of privately held companies or
those with limited  public  markets and has been involved in one  transaction in
each of the two prior calendar years.

        C & A may be the  source  for a business  opportunity  submitted  to the
Company.  Although no present  clients of C & A have been identified as possible
acquisition candidates,  it is possible that a client of C & A will enter into a
business  acquisition  with the  Company.  Although C & A will not  receive  any
compensation in connection with any  acquisition,  the officers and directors of
the Company may face a conflict of interest in any transaction effected with a C
& A client. See "Conflicts of Interest." C & A has not entered into any contract
or agreement with any private  company to obtain a merger or acquisition  with a
blind pool/blank check company such as the Companies.

        No amounts were paid to C & A through March 31, 1995. In fiscal 1996 and
1997 the amounts  paid were $3,481 and $112,  respectively  and in fiscal  1999,
2000, 2001 and 2002 no amounts were paid. It is anticipated  that C & A will not
be paid additional amounts until an acquisition is identified.


                                       12
<PAGE>


        In connection  with  organizing the Company,  persons  consisting of its
officers,  directors  and other  individuals  paid an aggregate of $13,000.00 in
cash to  purchase a total of 13,000  shares of Common  Stock at a sales price of
$1.00 per share.  Under Rule 405  promulgated  under the Securities Act of 1933,
such stockholders may be deemed to be promoters of the Company.

        All  shares  of  Common  Stock  presently  issued  and  outstanding  are
"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 two years from the date
they are purchased, and then only under limited circumstances.

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  4,300  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  of  $12.00  per  share,  all
exercisable  until  December  31,  2002.  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.   Currently,   each  Company's  Certificate  of
Incorporation  authorizes  the issuance of only 200,000  shares of Common Stock,
but the  shareholders  and Board of Directors have approved an increase to up to
20,000,000 shares of Common Stock.

        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.

        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.


                                       13
<PAGE>


        Stock  options  may be 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.

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  with  Messrs.  Keenan,
                        Killeen, Jarrell and Chaffe with Schedule of Details

          (b) Reports on Form 8-K.
              Not Applicable.

          **99.1 Letter regarding receipt of certain representations from Arthur
                 Anderson   LLP   concerning   that   firm's   compliance   with
                 professional auditing standards.

------------------

       *Filed  in  original  registration  statement  on  Form  SB-2,  File  No.
33-61890-FW (the "Registration Statement") and incorporated by reference.

       **Filed herewith

       *Filed  in  original  registration  statement  on  Form  SB-2,  File  No.
33-61892-FW (the "Registration Statement") and incorporated by reference.


                                       14
<PAGE>


                                   SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) 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 on June 18, 2002.

                                             EMERGING DELTA CORPORATION


                                             By: /s/ Burt H. Keenan
                                                --------------------------------
                                                Burt H. Keenan
                                                Chairman

       Pursuant to 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 June 18, 2002.


By:     /s/ Burt H. Keenan
        --------------------------       Chairman of the Board and Director
        Burt H. Keenan


By:     /s/ D. B. H. Chaffe III
        --------------------------       Director
        D. B. H. Chaffe III


By:     /s/ Daniel B. Killeen
        --------------------------       Director
        Daniel B. Killeen


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



                                       S-1
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------



                                                                            PAGE

Report of Independent Public Accountants                                     F-2

Balance Sheet as of March 31, 2002                                           F-3

Statements of Operations for the Years Ended March 31, 2002 and 2001         F-4

Statements of Stockholders' Equity for the Years
Ended March 31, 2002 and 2001                                                F-5

Statements of Cash Flows for the Years Ended March 31, 2002 and 2001         F-6

Notes to Financial Statements                                                F-7


                                       F-1