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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

Or

Commission File Number: 000-29037

eMerge Interactive, Inc.

(Exact name of registrant as specified in its charter)

10305 102nd Terrace

Sebastian, Florida 32958

(Address of principal executive offices)

(772) 581-9700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, par value $0.008

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  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES  ¨  NO  x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately $18.3 million as of June 30, 2003, based upon the closing sale price per share of the common stock as quoted on the NASDAQ National Market. For the purposes of determining this amount only, the Company has excluded shares of common stock held by directors, officers and stockholders with representatives on the board of directors whose ownership exceeds five percent of the common stock outstanding at June 30, 2003. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant.

The number of shares of the registrant’s common stock, $0.008 par value, outstanding as of March 15, 2004 was 44,167,998. There were 43,792,298 shares of Class A common stock outstanding and 375,700 shares of Class B common stock outstanding as of this date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of eMerge Interactive, Inc.’s definitive proxy statement for its 2004 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this Form 10-K Report are incorporated by reference into Part III of this Report.

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eMerge Interactive, Inc.

FORM 10-K ANNUAL REPORT

(For Fiscal Year Ended December 31, 2003)

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PART I

ITEM 1.    DESCRIPTION OF BUSINESS

GENERAL

eMerge Interactive, Inc. (“eMerge,” “us,” “we”, “our” or the “Company”) is a technology company providing individual-animal tracking, food-safety and supply procurement services to the beef production industry. Our mission is to enable the delivery of a large, brandable supply of beef that differentiates the products, opens new markets, and creates new value for the industry and consumers. The Company is structured into two operating groups, the Food Safety Technologies (“FST”) Group and the Animal Information Solutions (“AIS”) Group.

The FST Group’s patented VerifEYE^™ food safety technology is a unique machine vision technology that is designed to instantly detect microscopic levels of organic contamination, which can harbor deadly pathogens. The VerifEYE technology is available in several applications for the meat processing and food processing industries, with additional products being developed for the food service, healthcare and childcare industries.

The AIS Group focuses on providing comprehensive, data-driven solutions to meet our customers’ information challenges. Our products include a variety of data collection software tools for the meat industry which, when used in combination with multiple data reporting options, allow users to properly address mandatory animal ID, export market requirements, health tracking, performance monitoring, or any number of custom information applications.

HISTORY

The Company, which was incorporated in Delaware in 1994, consummated an initial public offering of common stock in February 2000.

During 2000 and 2001, we acquired thirteen cattle brokerage companies, which represented 10% of the cattle trading market. These acquisitions increased our revenues to $1.2 billion in 2001, but required significant use of capital and we incurred a net loss of $92.4 million in 2001. Subsequently, in 2002, we determined that we would sell or close all the cattle operations. Accordingly, the assets of the operations to be sold were adjusted to their estimated fair value, which resulted in a non-cash asset impairment charge of $6.8 million for the year ended December 31, 2002. Both the write-down of these assets and the results of operations for these businesses are included in discontinued operations. The values of the intangible assets of the operations to be liquidated were also evaluated and we determined that estimated future undiscounted cash flows expected to result from the use and eventual disposition of the assets were below the carrying value of the assets. We adjusted the carrying value of these assets to their estimated fair value of $0, resulting in a non-cash impairment loss of approximately $1.9 million, which is included in discontinued operations for the year ended December 31, 2002. For further discussion of these acquisitions and divestitures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in Item 7 of this Form 10-K Report.

In late 2001 and 2002, under new management, we began to focus our efforts on primarily two business groups, AIS and FST. Accordingly, a series of restructurings occurred in an effort to fund our operations from existing cash flows. We implemented initiatives to further reduce our cost structure and streamline our corporate operations to better position the Company to achieve profitability. As a result of these initiatives, we reduced our workforce several times, incurring $319,000 and $1.8 million in severance and related employee costs and $84,000 and $757,000 in other closure, employee and professional costs for the years ended December 31, 2002 and 2001, respectively. We also reviewed all our intangible assets and adjusted their carrying values to estimated fair values, based on discounted cash flows, which resulted in noncash asset impairment charges of $1.6 million and $10.3 million included in continuing operations for the years ended December 31, 2002 and 2001, respectively. In addition, $44.6 million of non-cash asset impairment charges are included in discontinued operations for the year ended December 31, 2001.

In August 2001, we structured a strategic technology alliance with two privately held companies: 1) Allflex Holdings Inc, a global leader in visual and electronic animal-identification systems, and 2) Farmexpress S.A.

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from Europe, a provider of livestock-industry information technology, for the purpose of creating the industry standard in individual animal tracking solutions for the beef industry. As part of this alliance, we sold four million restricted common shares to Allflex and received $2.7 million in cash.

In 2002, we announced an agreement to integrate our VerifEYE meat inspection system into Excel Corporation’s beef operations to finalize specifications for commercialization. Excel Corporation is a leading U.S. beef processor and a wholly-owned subsidiary of Cargill Incorporated, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. During 2003, we installed our first Carcass Inspection Systems (“CIS”) unit at an Excel beef plant in Schuyler, Nebraska. In February 2004, we shipped a second unit. The third unit is complete and will be shipped upon the completion of site preparations. Discussions are underway regarding the installation of the CIS at Excel’s four remaining North American beef plants.

In November 2003, we completed a private placement of common stock with an existing shareholder, raising $1.0 million in proceeds. As part of the transaction, we sold 1,605,136 common shares at $0.623 per share and issued warrants to purchase an additional 802,568 common shares at an exercise price of $0.98 per share. We have filed a registration statement with the Securities and Exchange Commission covering the resale of common shares and the shares issuable upon exercise of the warrant.

In January 2004, we completed a private placement of common stock and warrants with institutional investors to raise $7.0 million in proceeds. As part of the transaction, we sold 2,333,333 common shares at $3.00 per share and issued warrants to purchase an additional 830,508 common shares at an exercise price of $3.6875 per share. The transaction also provides the investors the right to invest an additional $2,491,524 in exchange for 830,508 common shares, or $3.00 per share, at any time prior to the 60th trading day following the date that a registration statement covering the common shares is declared effective by the Securities and Exchange Commission. We have filed a registration statement with the Securities and Exchange Commission covering the resale of common shares and the shares issuable upon exercise of the warrants and the additional investment rights.

INDUSTRY BACKGROUND

BEEF INDUSTRY

According to the National Cattlemen’s Beef Association (“NCBA”), the cattle industry is the largest single segment of the American agricultural economy, generating $95 billion in annual sales. The U.S. Department of Agriculture reports that sales of cattle account for approximately $34 billion in annual sales. At the retail level, the cattle industry generates over $51 billion in sales of beef. Furthermore, the NCBA estimates that worldwide cattle production is three times greater than U.S. production.

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The U.S. beef production chain can be classified into three primary segments: producers, feedlots and packers.

PRODUCERS

According to the NCBA, there are approximately one million producers comprised of ranchers, farmers and landowners who breed and raise cattle. Most of the operations are independently owned and geographically dispersed throughout the United States. Each year these producers market approximately 35 million head of cattle that are eventually harvested for food, of which approximately 27 million are directed through feedlots. These cattle, raised for 12-18 months in an average herd size of approximately 35 head, are often located in different geographic regions, aggregated into larger groups and then sold to centralized feedlots to increase their weight and value.

FEEDLOTS

Feedlots typically purchase cattle weighing 300 to 900 pounds and manage the health and growth of the cattle for a period of 110 to 250 days. There are approximately 700 major feedlot operations concentrated in 10 mid-western states. These feedlots can manage from 4,000 to 115,000 head of cattle at any given time. In some regions of the country, there are a significant number of farmer-feeders, who may feed cattle, depending on their access to surplus grain. After reaching a weight of approximately 900 to 1,400 pounds, the animal is typically sold to a packer for harvesting.

PACKERS

Packers usually hold the cattle for two to 24 hours before harvesting and fabricating them for sale and eventual consumption. In addition to processing beef, packers inspect beef for cleanliness in preparation for USDA inspection. There are currently 64 major beef packing operations in the United States, which in total process approximately 35 million head of cattle into roughly 25 billion pounds of beef annually. Approximately 80% of the beef processed in the United States is processed by beef packing operations owned by Swift and Company, Tyson Foods, Cargill and National Beef, Inc.

LIMITATIONS OF THE CURRENT SYSTEM

Modern cattle production processes contain a number of inefficiencies that reduce livestock quality and increase cost. These inefficiencies include multiple transaction costs, exposure to stress and disease and the lack of important source, feeding and medication information.

We believe that industry participants generally collect and analyze information on cattle that go through the beef production process in an inconsistent, manual and time-consuming manner. Due to the nature of data collection and dissemination, cattle industry participants are unable to exchange critical information in an efficient and timely manner to optimize performance and beef quality. Evidence suggests that businesses in the cattle industry have not maximized the use of information to effectively address marketing, health, quality and performance issues.

With the discovery of the first-ever case of Bovine Spongiform Encephalopathy (BSE) in the United States by the USDA in December 2003, cattle identification and tracking have become priority issues for the U.S. beef industry. The subsequent BSE investigation revealed that the animal was of Canadian origin and the ongoing work to trace the animal’s origin conducted by USDA has yielded positive identification of a portion of the index cases’ cohorts, all testing negative for BSE. If a mandatory ID system was in place in the U.S., we believe this traceback process would have been completed in a matter of days, rather than the weeks it took in this case. All animals that had come in contact with the sick animal could have been identified and tested, thus increasing the world’s confidence in the safety of the U.S. beef supply. Without this type of assurance in place, many U.S. beef export countries have halted imports of U.S. beef products and some of these markets may not open for some time.

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The impact of this problem is that our customers—for both the FST and AIS divisions—will most likely face unpredictable economic consequences for a period of time. The discovery of a single case of BSE in Canada, whose beef industry is roughly 1/7^th the size of the U.S. beef industry, has cost Canadian producers and processors billions of dollars since May 2003. Though the U.S. beef supply is the safest in the world and BSE testing, safeguards and surveillance monitoring have been in place since 1990, we expect a similar response in the U.S. and for cattle markets and beef-related equities to be negatively impacted for the foreseeable future until all markets are re-opened.

We believe that an improved information flow between and within industry participants can significantly enhance opportunities for additional revenues and cost savings for the beef industry. There is currently no network or method for rapidly compiling and communicating information throughout all stages of the cattle production chain. There is also a growing retail demand for process- and source-verified beef that has created an opportunity for our AIS operations to be a leading provider of this type of product or service. Therefore, our products and services are directed at individual-animal tracking, supply-chain procurement and food safety in order to facilitate the safe, timely flow of source- and process-verified cattle and beef products within the beef-production supply chain.

In an effort to improve information flow and establish a network that has broad appeal within the cattle industry, in August 2003, eMerge invited five other agricultural data service companies to gather and discuss the need for greater cooperation between the industry’s leading data service providers. As a result of these meetings, a coalition was formed and announced plans to create the beef industry’s first data exchange standards.

The resulting coalition, known as the Beef Information Exchange (“BIE”), will initially facilitate rapid and secure sharing of data required for a national identification system to address potential mandatory identification and traceback requirements. The system may be expanded over time to accommodate a greater variety of production data. Establishing common data sharing standards is critical to the future of the beef industry because it creates a standard information platform, which will allow for greater operational efficiency, reduced supply chain uncertainties, and potentially lower costs.

We believe our products and services, along with our support of initiatives such as the BIE, can improve the industry’s productivity and profitability and help its participants enhance beef quality, safety and market share.

OUR PRODUCTS AND SERVICES

ANIMAL INFORMATION SOLUTIONS

CattleLog^™ Data Collection

The CattleLog individual-animal data-collection and reporting system is designed to help cattle operations electronically track animals and relevant production data on these animals, and therefore, we believe is positioned to take advantage of any number of market or production opportunities.

CattleLog users can create continuously updated profiles that follow animals from birth through harvest, including specifications covering everything from genetics to health management. Prior and subsequent owners can then easily access the information via a password-protected area of eMerge’s web site in order to:

In addition, CattleLog is designed to help maintain consumer confidence in the safety of U.S. beef in the unlikely event that a large-scale bovine-health issue should arise in this country. If wide-scale adoption is achieved, we believe CattleLog would help officials quickly trace disease sources, focus remedial action only where it’s needed, and ensure consumers that the beef they’re buying is safe.

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Components of CattleLog include the affordable eMerge Data Services (“eDS”) to the highly automated CattleLog Pro. eDS allows smaller volume users to take advantage of CattleLog technology with a minimal investment in technical infrastructure. For high-volume users, CattleLog Pro provides both hardware and software, which may be used to efficiently record applicable cattle data.

USDA Process Verified Program

The USDA Process Verification Program (“PVP”) provides livestock and meat producers an opportunity to assure customers of their ability to provide consistent quality products by having their written production or operational processes confirmed through independent, third-party audits. The USDA PVP uses the International Organization for Standardization’s ISO 9000-series standards for documented quality management systems as a format for evaluating documentation to ensure consistent auditing practices and promotes international recognition of audit results. To operate an approved USDA PVP, companies must submit documented quality management systems to the Livestock and Seed Program, Audit, Review, and Compliance Branch (“ARC”), within the Agriculture Marketing Service, and successfully pass a rigorous onsite audit per ARC instructions. At present, only ten companies possess an approved USDA PVP, and all are for meat products.

In 2003, we applied for and received USDA PVP approval for our CattleLog service. We are the first information service to be granted this certification. Our quality system program components, which have been verified per USDA audit, are as follows:

Though these components address numerous customer-based data activities, the entire CattleLog program is subject to random, on-going USDA audits, which include reviews of data accuracy, security, field service, customer training, and, most importantly, customer satisfaction. We believe our CattleLog customers, from small cow-calf operation to larger commercial feedlots, all benefit from this unique certification and the combination of data quality and integrity that we believe is reflected by the USDA approval of the CattleLog program.

CattleLog Web-based Reports

CattleLog allows users easy, secure access to an array of sophisticated, web-based reports to streamline decision-making. Users simply log on to www.cattlelogreports.com to access a wide variety of interactive reports. Both standardized and customizable reports accommodate more than 2,800 fields of data. Here, customers will find their own operations’ data presented in easy-to-interpret formats. They can manipulate this information for detailed analysis and benchmarking of their operations’ performance, print out the resulting reports and have the ability to store and e-mail them to their suppliers or customers.

Data Management

We also offer tools to help industry participants understand the data they have collected. Our Professional Cattle Consultants (“PCC”) group, which we acquired in 1999, can provide customers with accurate analytical and market information for the feeding industry. PCC is in the business of collecting, calculating and disseminating feedlot data. PCC has spent over 30 years refining its comparative analysis program and our staff has a complete understanding of the modern feeding industry, which we believe increases the reliability of this collection and management system.

We provide customers with easy-to-read tables and graphs on a monthly basis as a comparative analysis report allowing them to compare the performance of their yard with regional averages. The analysis also helps customers see a broader view of the feedlot industry. Customers get detailed information on feed ingredient costs, industry profits and market trends.

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FOOD SAFETY TECHNOLOGIES

VerifEYE

VerifEYE is our food safety technology that was originally developed and patented by scientists at Iowa State University and the Agricultural Research Service of the USDA. We hold exclusive rights to its global commercialization. For the past three years, we have been developing two commercial products that use our VerifEYE technology. These include the CIS unit and the Solo handheld inspection unit.

The VerifEYE CIS is a real-time, electronically controlled, optical inspection system that scans beef carcasses and creates a visual roadmap of potentially contaminated areas and displays them on a nearby monitor in real-time. The system also collects, displays and archives data as to the contaminated locations for each carcass as they are processed at line speeds. This data can also be integrated into an overall food safety, quality or HACCP program. The patented technology promises to help meat processors detect contamination and verify extensive safeguards already in place to minimize the possibility of outbreaks of such bacterial infections as E. coli 0157:H7 and salmonella.

The Solo handheld inspection unit is a portable instrument, incorporating the VerifEYE imaging technology. The Solo System can be used to verify the presence or absence of any trace levels of organic material on meat products and other surfaces, which could harbor potentially deadly pathogens. The Solo has been commercially available since May 2003 and is currently in use among leading processors in the U.S. and abroad.

The USDA Agricultural Research Service, in trials conducted at Oklahoma State University and at the University of Florida, has confirmed that this breakthrough imaging technology can detect even microscopic traces of fecal material on freshly harvested beef—including beef that has been subjected to such pathogen interventions as acid washes, irradiation and steam pasteurization.

Our VerifEYE meat inspection system was installed at an Excel beef plant in Schuyler, Nebraska during 2003. In February 2004, we shipped a second unit to Excel. The third unit is complete and will be shipped upon the completion of site preparations. Discussions are underway regarding the installation of the CIS at Excel’s four remaining North American beef plants.

During 2003, we had foreign sales of the Solo in five different countries. However, these sales constitute less than 16% of our total revenues and we do not believe geographic sales are significant to obtaining an understanding of our business operations during the three-year period ended December 31, 2003. Information for the Company’s two operating segments for the three-year period ended December 31, 2003 is contained in note 14 to the Consolidated Financial Statements on page F-17.

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TECHNOLOGY AND DEVELOPMENT

We intend to continue to devote time and resources to enhance our current core technology, to improve our existing products, expand our product line and enter into other market segments. The R&D pipeline currently includes projects such as the enhancement of the VerifEYE technology for use in the pork industry, in addition to the design of a VerifEYE-based system for the detection of contaminates on hands of workers in the foodservice, healthcare, childcare and nursing home industries.

In September 2002, we conducted a private study to establish the efficacy of our VerifEYE food safety technology for detecting human bio-hazardous contamination, including feces, a study which paves the way for developing VerifEYE-based tools to help reduce the spread of viral and bacterial infections in restaurants, daycare facilities, hospitals, nursing homes and other environments where workers come in contact with food or patients. The study, conducted in cooperation with a Florida-based hospital, was designed to document the detection characteristics of human bio-hazardous contamination using the VerifEYE technology and included the analysis of approximately 100 contaminate samples.

In mid 2003, we continued our R&D efforts on the hand-scanning project by conducting a second study, designed to document dietary-related variables and their potential impact to our technology’s capability to detect human fecal material. Based on the results of our studies, we continue to develop the technical approach and evaluate the marketability of a VerifEYE-based system for the detection of contaminates on human hands. In late 2003 we established a formal R&D program for the project, further dedicating resources to this potential opportunity.

As we continue to expand our VerifEYE technology for pork applications and explore and develop human/health applications, we expect these costs to increase in 2004. Approximately $1.7 million, $2.9 million and $4.5 million for the years ended December 31, 2003, 2002 and 2001, respectively, were related to technology and development spending. Our current technology and development activities are primarily focused on developing our CattleLog product to further support the USDA pending mandatory ID initiative requirements and expanding our VerifEYE products, as discussed above.

SALES AND MARKETING

Our sales organization is structured around a direct sales team and domestic and international distributors. We have a staff of account managers who are responsible for sales of products and services to producer, feedlot and packer customers in given geographic territories.

We seek to establish broad customer awareness of our technologies, products and services within the industries we serve. Our marketing efforts include direct advertising through trade journals, press releases, and significant presence at local, state and national industry meetings and events. We also participate in professional societies and university programs and have developed strategic marketing relationships with industry professionals and academic institutions. Much of the initial interest in our products and services has been created through the extensive network of relationships we have in the cattle industry as well as through our sales organization.

OUR CUSTOMERS

Our customer focus is the cow/calf producer, the stocker and backgrounder, the feedyard operator, the packer or beef processor, various state beef quality assurance programs and branded beef alliances supporting retailers within the entire beef production chain.

In 2003, Excel Corp. accounted for 25% of our net revenue. In 2002 and 2001, Rancher’s Renaissance accounted for 38% and 29%, respectively, of our net revenue. We anticipate that our operating results will

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continue to depend on sales to a relatively small number of significant customers. The loss of any of these customers, or a significant reduction in sales to any such customers, would adversely affect our revenues.

INTELLECTUAL PROPERTY

Our ability to protect and utilize our intellectual property rights is important to our continued success. We currently have multiple U.S. and foreign patent applications that are pending before the U.S. Patent and Trademark Office and related foreign agencies regarding:

The U.S. patent number 5,914,247, relating to technology for detecting organic contamination on meat carcasses during and after slaughter is licensed to us by the Iowa State University Research Foundation and the USDA under a license agreement entered into in August 1999. The license provides us with an exclusive worldwide license, until the patents expire on a country-by-country basis, to develop and sell products and services that utilize the inventions contained in the patents. In exchange for the license, we are obligated to pay Iowa State University a royalty on revenues we receive from the sale of products and services related to the license.

We believe our commercial success depends on our ability to protect our proprietary technology and enforce our rights in the technology we license to other parties. We currently rely on a combination of patents, copyrights and trade secrets to protect our proprietary technology. We are not aware of any patents held by others that would prevent us from manufacturing and commercializing our technology in the United States and abroad.

We have filed an application to register eMerge Interactive^™, VerifEYE^™ and Solo^™ and related service marks with the U.S. Patent and Trademark Office.

COMPETITION

We compete against other companies in the information services segment, including established cattle and livestock information services. We also face competition from cattle industry product manufacturers who use information technology to promote the effectiveness of their products. These services are often provided in connection with the sale of products to industry participants. We believe that the primary competitive factors in the information services market include:

We believe that we compete based on these factors particularly due to the size and quality of our proprietary database, the timeliness of our service offerings, the expertise of our professionals and the convenience and ease of use of our Web site.

We believe that no one directly competes against our VerifEYE technology, which was developed and patented by scientists at Iowa State University and the USDA’s Agricultural Research Service. We hold

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exclusive rights to its global commercialization. However, we do feel that we compete indirectly against other systems and technologies designed to kill or reduce pathogens on meat products, commonly known as Microbial Interventions, including:

EMPLOYEES

As of March 15, 2004, we employed a total of 41 persons, 40 of whom work with us on a full-time basis. We are not subject to any collective bargaining agreements and we believe that our relationship with our employees is good.

ITEM 2.    PROPERTIES

The location and general description of our properties as of March 1, 2004, are described below.

Corporate Headquarters

Our corporate facility is located at 10305 102^nd Terrace in Sebastian, Florida, where we currently occupy approximately 25,000 square feet of office, administrative and data center space. We lease our facilities from XL Realty, Corp., a subsidiary of Safeguard Scientific, Inc., one of our largest shareholders. Our lease for this facility expires on March 31, 2006.

Other Facilities

We maintain sales and support offices in Weatherford, Oklahoma, which we rent on a month-to-month basis, to support our PCC operation.

ITEM 3.    LEGAL PROCEEDINGS

We have been named as a defendant in a lawsuit filed by Central Biotech, Inc. on January 12, 2000 in the Queen’s Bench Judicial Centre of Regina, Province of Saskatchewan, Canada. The complaint alleges that we and E-Y LABORATORIES INC. were each subject to confidentiality agreements with the plaintiff, and subsequently engaged in discussions concerning a potential business arrangement allegedly in violation of these agreements. The complaint asserts damages, including punitive damages, from the defendants in the aggregate amount of $18 million (Canadian dollars), as well as injunctive relief.

In 2000, our motion to dismiss the case based on jurisdiction and venue was denied at the trial court level in Saskatchewan, as was the similar motion by co-defendant E-Y Laboratories. Both defendants have appealed that decision, and are in the process of presenting their position to the appeals court. We continue to believe that the matter should be dismissed, but it is not possible to predict whether the appellate court in Canada will reverse the lower court decision. If the case is not dismissed, it will proceed in Canada. We believe the case to be without merit and intend to defend it vigorously.

We are involved in various other claims and legal actions arising in the ordinary course of business. Our opinion is that the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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

No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of 2003.

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PART II

Our common stock trades in the NASDAQ SmallCap Market under the symbol “EMRG.” Prior to our February 4, 2000, IPO there was no established public trading market for any of our securities. The price range per share reflected in the table below is the highest and lowest sale price for our stock as reported by the NASDAQ National Market during each quarter of the last two fiscal years:

As of March 15, 2004, the last reported sale price for our common stock on the NASDAQ SmallCap Market was $1.88 per share and we had 556 registered holders of record of our common stock.

We have never declared or paid any dividends on our common stock. We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and the expansion of our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, operating results, capital requirements and such other factors as the board of directors deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

The equity compensation plan approved by shareholders consists of our Amended and Restated 1999 Equity Compensation Plan.

Recent Sales of Unregistered Securities

On January 8, 2001, we purchased certain tangible and intangible assets in connection with the acquisition of Timothy R. Pennell’s (“Pennell”) livestock resale business. As part of the exchange, we issued 51,370 shares of our Class A common stock with an aggregate value of $187,500.

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On January 11, 2001, we purchased certain tangible and intangible assets in connection with the acquisition of Runnells Peters Cattle Company (“Runnells Peters”). As part of the exchange, we issued 136,986 shares of our Class A common stock with an aggregate value of $500,000.

On September 28, 2001, we sold 4,000,000 shares of our common stock to Allflex Holdings, Inc. (“Allflex”) for $2.7 million in cash.

In March 2002, Runnells Peters received additional consideration in compliance with the acquisition agreement. As part of this consideration, we issued 338,752 shares of our Class A common stock with an aggregate value of $500,000.

In December 2002, Pennell received additional consideration in compliance with the acquisition agreement. As part of this consideration, we issued 51,370 shares of our Class A common stock with an aggregate value of $30,051, based on the average closing price per share on February 25, 2002 of $0.585, per the terms of the acquisition agreement.

In July 2003, Hefley Order Buying Company received additional consideration in compliance with the acquisition agreement. As part of this consideration, we issued 79,791 shares of our Class A common stock with an aggregate value of $100,467, based on the average closing price per share for the 20 business days immediately preceding August 31, 2001 of $1.2585, per the terms of the acquisition agreement.

In September 2003 and again in October 2003, we issued 30,000 shares of our Class A common stock, for a total of 60,000 shares, to Investor Relations International as consideration for investor relations services.

On November 20, 2003, we issued 1,605,136 shares of our Class A common stock and warrants exerciseable for 802,568 shares of our Class A common stock at an exercise price of $0.98 to The Biegert Family Trust for $1,000,000 in cash. These shares were subsequently registered with the Securities and Exchange Commission, effective January 12, 2004.

On January 23, 2004, we issued 2,333,333 shares of our Class A common stock, additional investment rights exerciseable for 830,508 shares of our Class A common stock at an exercise price of $3.00 and warrants exerciseable for 830,508 shares of our Class A common stock at an exercise price of $3.6875 to Mainfield Enterprises, Inc., Cranshire Capital L.P., Smithfield Fiduciary LLC and Omicron Master Trust for $7.0 million in cash. As part of this transaction, we issued warrants exerciseable for 163,333 shares of our Class A common stock at an exercise price of $3.73 to Roth Capital Partners, LLC as consideration for acting as placement agent and providing financial and advisory services. We have filed a registration of these shares, and the shares issuable upon exercise of the warrants and additional investment rights with the Securities and Exchange Commission.

All of the above referenced shares were issued pursuant to an exemption by reason of Section 4(2) of the Securities Act of 1933. The sales were made without general solicitation or advertising. Each purchaser represented that he, she or it was acquiring without a view to distribute and was afforded an opportunity to review all documents and ask questions of our officers pertaining to matters they deemed material to an investment in our Class A common stock.

There have been no purchases of or plans to purchase eMerge equity securities made by or on behalf of the Company during the three months ended December 31, 2003.

ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The financial information set forth below may not be indicative of our future performance and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and Notes thereto, which are included in this Form 10-K Report.

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The following table summarizes our statement of operations data for the years indicated: