UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
Amended Report
PURSUANT TO SECTION 13 PR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 4, 2002
INTERUNION FINANCIAL CORPORATION
INTERUNION FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28638 87-0520294
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(State or other jurisdiction (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1232 N. OCEAN WAY PALM BEACH FL 33480
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(Address of principal executive offices) (Zip Code)
(561) 845-2849 (561) 844-0517
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(Issuer's telephone number) (Issuer's telcopier number)
ITEM 2 - DISPOSITION OF ASSETS
On December 20, 2001, InterUnion Financial Corporation ("InterUnion" or the
"Company"), sold its 42.8% owned subsidiary and main asset, InterUnion Asset
Management Limited ("IUAM"), to AMIC Canada Limited ("AMIC"), a wholly owned
subsidiary of Asset Management Investment Cmopany, PLC, a corporation registered
in England and Wales.
IUAM, based in Toronto, Canada, manages approximately C$1.5 billion for
institutions and individuals. The Company had previously sold the controlling
interest of IUAM to Working Ventures Fund of Canada ("Working Ventures") for
C$10 million in March 1999.
AMIC paid C$10,550,000 in cash to the shareholders of IUAM: the Company and
Working Ventures, and assumed the C$3,500,000 Convertible Preferred Debenture
owed by IUAM to one of its investee companies. The Company received 75% of the
pro-rata proceeds on December 20, 2001 and will receive the 25% remainder, which
is held in escrow, pending the issuance of a certificate under Section 116 of
the Income Tax Act (Canada).
While waiting for the issuance of a certificate by the Canada Customs and
Revenue Agency, the Company has begun examining a number of opportunities which
it will more fully consider over the next few months. Due to prevailing market
conditions, the Company feels that it is prudent to take the time to make a
decision in the best interest of the Company and its shareholders.
The shareholders of IUAM agreed to pay a C$300,000 commission to IUAM's
President, Chief Executive Officer and Director, Selwyn Kletz, and to its Chief
Financial Officer, Russell Lindsay.
The nominees of the Company on the Board of Directors of IUAM resigned on
closing.
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In accordance with Regulation S-X, the Company is required to disclose the
pro-forma consolidated balance sheet and the pro-forma consolidated statement of
operations had this disposition been completed as at the beginning of fiscal
2001 as follows:
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED PRO-FORMA BALANCE SHEET
As at March 31, 2001
Historical Pro-forma Pro-forma
balances adjustments Note balances
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents 7,356 2,051,721 (a) 2,059,077
Receivables 0 657,742 (a) 657,742
Receivable from affiliates 54,792 54,792
Refundable income taxes 7,502 7,502
Prepaid expenses and other current assets 5,400 5,400
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Total Current Assets 75,050 2,784,513
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NON-CURRENT ASSETS:
Notes receivable, non-current portion 878,150 878,150
Investment in unconsolidated affiliates 2,191,135 (2,191,135) (a) 0
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Total Non-Current Assets 3,069,285 878,150
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TOTAL ASSETS 3,144,335 3,662,663
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LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities 89,130 89,130
Due to affiliates 3,399 3,399
Note Payable, current portion 60,000 60,000
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Total Current liabilities 152,529 152,529
NON-CURRENT LIABILITIES:
NOTES PAYABLE, long term portion 227,193 227,193
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Total Liabilities 379,722 379,722
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SHAREHOLDERS' EQUITY:
Capital stock and additional paid-in capital 10,616,293 10,616,293
Accumulated deficit (7,851,680) 518,328 (a) (7,333,352)
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Total shareholders' equity 2,764,613 3,282,941
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Total Liabilities and Shareholder's Equity 3,144,335 3,662,663
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Adjustment to historical consolidated financial statements
(a) The net proceeds for the disposition of the interest in IUAM is $2,709,463,
of which $2,051,721 was received in cash and the remainder is to be
received pending the issuance of a certificate under Section 116 of the
Canadian Income Tax Act certifying that no further tax is due.
The pro-forma consolidated balance sheets presented above have been prepared on
the basis as though the interest in IUAM was disposed of as at the end of each
of the period at the proceeds agreed upon on December 20, 2001.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERUNION FINANCIAL CORPORATION
Date: March 15, 2002 By: /s/ Georges Benarroch
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Georges Benarroch, President and Director
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