UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ____________
Commission file number _____________________________________
INTERUNION FINANCIAL CORPORATION
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 87-0520294
- -------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
1232 N. Ocean Way, Palm Beach, Fl 33480
- --------------------------------- -----
(Address of principal executive offices) (Zip Code)
(561) 845 - 2849 (561) 844 - 0517
- ---------------- ----------------
(Issuer's telephone number) (Issuer's telecopier number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: $0.001 Par Value Common Shares -
4,916,549 as of December 31, 2002.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
Page 1 of 13
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 2002
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------- -----------------------
31-DEC-02 31-DEC-01 31-DEC-02 31-DEC-01
--------- --------- --------- ---------
REVENUES
Investment banking 0 0 79,956 0
Interest income 0 6,586 15,100 20,208
--------- --------- --------- ---------
0 6,586 95,056 20,208
--------- --------- --------- ---------
EXPENSES
Selling, general and administration 48,022 95,854 459,183 119,424
Foreign exchange loss (gain) (299) 0 (14,647) 0
Interest 0 1,941 9 3,970
--------- --------- --------- ---------
47,723 97,795 444,545 123,394
--------- --------- --------- ---------
PROFIT (LOSS) FROM CONTINUING OPERATIONS BEFORE
UNDERNOTED ITEMS AND DISCONTINUED OPERATIONS (47,723) (91,209) (349,489) (103,186)
--------- --------- --------- ---------
DISPOSAL OF EQUITY INVESTMENT
Equity in net losses of unconsolidated affiliate 0 (78,438) 0 (238,342)
Gain on disposal of unconsolidated affiliate 0 756,669 0 756,699
--------- --------- --------- ---------
0 678,231 0 518,357
--------- --------- --------- ---------
NET INCOME (LOSS) FOR THE YEAR (47,723) 587,022 (349,489) 415,171
========= ========= ========= =========
EARNINGS (LOSS) PER COMMON SHARE - Basic and Diluted
Common shares outstanding 4,916,549 1,899,974 4,916,549 1,899,974
Weighted average common shares outstanding 3,408,352 1,899,974 3,408,352 1,899,974
EPS - From Continuing Operations (Basic) (0.014) (0.048) (0.102) (0.054)
EPS - From Discontinuation 0 0.357 0 .273
EPS - Net Profit (Loss) (0.014) 0.309 (0.102) .218
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 2 of 13
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2002
AS OF DECEMBER 31 AS OF MARCH 31
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents 115,247 2,042,945 2,464,985 7,356
Receivables 0 679,012 0 0
Receivable from affiliates 3,165 74,513 41,226 41,652
Refundable income taxes 7,503 835 7,502 7,502
Prepaid expenses and other current assets 3,002 5,400 7,061 5,400
----------- ----------- ----------- -----------
Total Current Assets 128,917 2,802,705 2,520,774 61,910
----------- ----------- ----------- -----------
NON-CURRENT ASSETS:
Notes receivable, non-current portion 0 878,150 717,598 891,290
Investment in unconsolidated affiliates 0 0 0 2,191,135
----------- ----------- ----------- -----------
Total Non-Current Assets 0 878,150 717,598 3,082,425
----------- ----------- ----------- -----------
TOTAL ASSETS 128,917 3,680,855 3,238,372 3,144,335
=========== =========== =========== ===========
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities 35,451 156,610 46,272 89,130
Due to affiliates 0 3,399 0 3,399
Note Payable, current portion 0 113,899 0 60,000
----------- ----------- ----------- -----------
Total Current liabilities 35,451 273,908 46,272 152,529
----------- ----------- ----------- -----------
NON-CURRENT LIABILITIES:
NOTES PAYABLE, long-term portion 0 227,193 0 227,193
----------- ----------- ----------- -----------
Total Liabilities 35,451 501,101 46,272 379,722
----------- ----------- ----------- -----------
SHAREHOLDERS' EQUITY:
Capital stock and additional paid-in capital 10,966,293 10,616,293 10,666,293 10,616,293
Accumulated deficit (10,872,827) (7,436,539) (7,474,193) (7,851,680)
----------- ----------- ----------- -----------
Total shareholders' equity 93,466 3,179,754 3,192,100 2,764,613
----------- ----------- ----------- -----------
Total Liabilities and Shareholder's Equity 128,917 3,680,855 3,238,372 3,144,335
=========== =========== =========== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 3 of 13
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AS OF DECEMBER 31, 2002
NUMBER OF COMMON ADDITIONAL ACCUMULATED TOTAL
SHARES STOCK PD-IN CAPITAL DEFICIT EQUITY
------------ ------------ ------------- ------------ ------------
CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL
Class A Preferred Stock, $0.10 par value
Authorized - 1,500,000 shares
Issued and outstanding - None
Class B Preferred Stock, $0.10 par value
Authorized - 1,000 shares
Issued and outstanding - None
Class C Preferred Stock, $0.10 par value
Authorized - 1,000 shares
Issued and outstanding - None
Common Stock, $0.001 par value
Authorized - 5,000,000 Shares
Issued and outstanding - 4,916,549 in 2002
and 1,899,974 in 2001
Balance April 1, 2001 1,899,974 $ 1,899 $ 10,614,394 $ (7,851,680) $ 2,764,613
Net Income 377,487 377,487
Issued on settlement of Directors 16,575 17 49,983 0 50,000
------------ ------------ ------------ ------------ ------------
Balance April 1,2002 1,916,549 1,916 10,664,377 (7,474,193) 3,192,100
Net Loss (349,489) (349,489)
Dividends Paid (3,049,145) (3,049,145)
Issued on settlement of consulting fee 3,000,000 3,000 297,000 300,000
------------ ------------ ------------ ------------ ------------
TOTAL SHAREHOLDERS' EQUITY 4,916,549 $ 4,916 $ 10,961,377 $(10,872,827) $ 93,466
============ ============ ============ ============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 4 of 13
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED DECEMBER 31, 2002
NINE MONTHS ENDED TWELVE MONTHS ENDED
------------------------- -------------------------
31-DEC-02 31-DEC-01 31-MAR-02 31-MAR-01
----------- ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Income (Loss) before discontinued operations (349,489) (103,186) 377,487 (1,903,693)
Loss from discontinued operations 0 518,327 0 (422,232)
---------- ---------- ---------- ----------
Total: (349,489) 415,141 377,487 (2,325,925)
Adjustment to reconcile net loss to net
cash provided by (used in ) operating activities
Depreciation and amortization 0 0 0 5,588
Equity in net losses of unconsolidated affiliate 0 238,342 238,342 1,163,455
Non cash operating expenses (income) 300,000 0 (29,282) 212,510
Net (income) loss from discontinued operations 0 0 0 422,232
Writedown of notes receivable 0 0 0 633,286
(Gain) loss on disposal of affiliate / subsidiary 0 (756,669) (756,669) 0
Loss in marketable securities 0 0 0 27,379
---------- ---------- ---------- ----------
(49,489) (103,186) (170,122) 138,525
Changes in non-cash operating assets and liabilities:
(Increase) decrease in accounts receivable and other assets 42,119 (13,054) (1,661) 69,054
Increase (decrease) in accounts payable and accrued liabilities (10,821) 67,480 7,142 (331,850)
---------- ---------- ---------- ----------
NET CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES (18,191) (48,760) (164,641) (124,271)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Notes Payable 0 0 (287,193) 0
Proceeds of notes payable 0 53,899 0 60,000
Dividends Paid (2,549,145) 0 0 0
---------- ---------- ---------- ----------
NET CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES (2,549,145) 53,899 (287,193) 60,000
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment 0 2,035,589 2,709,463 0
Repayment of Notes Receivable 0 0 200,000 0
Repayment of long-term Notes Receivable 717,598 0 0 0
Investment in short-term Notes Receivable (500,000) 0 0 0
---------- ---------- ---------- ----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 217,598 0 2,909,463 0
========== ========== ========== ==========
NET INCREASE (DECREASE) IN CASH (2,349,738) 2,035,589 2,457,629 (64,271)
CASH AND CASH EQUIVALENTS - Beginning of Year 2,464,985 7,356 7,356 71,627
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS - End of the period 115,247 2,042,945 2,464,985 7,356
========== ========== ========== ==========
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 5 of 13
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
1. Interim information is un-audited; however, in the opinion of management,
all adjustments necessary for a fair statement of interim results have been
included in accordance with Generally Accepted Accounting Principles. All
adjustments are of a normal recurring nature unless specified in a separate note
included in these Notes to Un-audited Consolidated Financial Statements. The
results for interim periods are not necessarily indicative of results to be
expected for the entire fiscal year. These financial statements and notes should
be read in conjunction with the Company's annual consolidated financial
statements and the notes thereto for the fiscal year ended March 31, 2002,
included in its Form 10-KSB for the year ended March 31, 2002.
2. Earning (loss) per share is computed using the weighted average number of
common shares outstanding during the period.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2002 the Financial Accounting Standards Board ('FASB') issued SFAS 145
"Rescission of FASB Statements No. 4, 44, and 64. Amendment of FASB Statement
No. 13 and Technical Corrections". This pronouncement requires that gains or
losses arising from early extinguishments of debt that are part of a company's
recurring operation (i.e., a risk management strategy) would not be reported as
extraordinary items. The statement also provides that modifications to a capital
lease that make it operating lease be accounted for as a sale-leaseback.
In June 2002, the Financial Accounting Standards Board ('FASB') issued SFAS 146
"Accounting for costs associated with exit or disposal activities". This
pronouncement replaces Emerging Issues Task Force (EITF) Issue No. 94-3
"Liability Recognition for certain employee termination benefits and other costs
to exit an activity". It requires that costs associated with exit or disposal
activities be recognized when they are incurred rather than at the date of
commitment to an exit or disposal plan.
In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
148 "Accounting for Stock-Based Compensation-Transition and Disclosure -an
amendment of FASB Statement 123"- This Statement amends SFAS 123 "Accounting for
Stock-Based Compensation", to provide alternative methods of transition for a
voluntary change to the fair Value based method of accounting for stock-based
employee compensation. It also requires prominent disclosures about the method
of accounting for stock-based employee compensation and the method used on
reported results.
Management does not expect that the adoption of SFAS 145, SFAS 146 and SFAS 148
will have a material effect on the Company's operations or financial position.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
During the year ended March 31, 2001, the Company incurred an expense of $50,000
on account of Director's Fee. The fee was paid by issuing 16,575 common shares
in the fiscal year 2002. This increased the number of issued and outstanding
common stock of the company to 1,916,549.
During the second quarter ended September 30, 2002, the Company incurred an
expense of $300,000 on account of a Service Agreement. The fee was paid by
issuing 3,000,000 common shares in the fiscal year 2003. This increased the
number of issued and outstanding common stock of the company to 4,916,549. The
information was filed on Form S-8 dated August 26, 2002.
DIVIDENDS PAID
During the second quarter ended September 30, 2002 an extraordinary cash
dividend of $2,549,010 ($1.33 per common share) was paid to the shareholders of
record on August 23, 2002. Also, InterUnion has distributed as dividend 600,000
common shares of B Twelve Inc, which it acquired in settlement of a Note
Receivable of $500,000. The shareholders received 0.3131 common shares of B
Twelve Inc for each common share of InterUnion Financial Corp they owned and
cash for any fractional shares that would have been issued.
Page 6 of 13
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
SALE OF ASSETS AND DISCONTINUATION OF OPERATIONS
From September 30, 2000 to December 20, 2001, the only investment asset on which
InterUnion was reporting its minority interest was in InterUnion Asset
Management Limited (IUAM). IUFC owned 42.8% of IUAM until December 20, 2001.
During the third quarter of fiscal 2002 ending December 31, 2001, the Company
sold its 42.8% owned subsidiary and remaining operating asset, InterUnion Asset
Management Limited (IUAM). Effective December 20, 2001, the Company has no
interest in IUAM. As a result of the disposal of IUAM as of December 20, 2001,
the Company reported a gain on disposal of $756,669.
In accordance with Regulation S-X, the Company was 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. The Form 8-K/A was filed and dated March 15, 2002.
RELATED PARTY TRANSACTIONS
During the second quarter ended September 30, 2002 a fee was paid to
Credifinance Capital Corp (CFCC), a company with common ownership, of $30,000 to
act as the Paying Agent for IUFC's Dividends. Also, a $30,000 Management Fee was
paid to Credifinance Securities Ltd (CFSL), a company with common ownership.
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING TRANSACTIONS
The following is additional information regarding the Consolidated
Statement of Cash Flows:
DEC 31 2002 DEC 31 2001
----------- -----------
Shares of B Twelve Inc received in settlement
of Notes Receivable $500,000 $ 0
Distribution of B Twelve Inc shares to
shareholders as dividend 500,000 0
Liabilities paid by issuing Common Stock 300,000 50,000
Page 7 of 13
INTERUNION FINANCIAL CORPORATION
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) OVERVIEW
The Company's net loss for the quarter ending December 31, 2002 was $47,723
($0.014 per share); and the net loss for the first nine months of fiscal 2003
ending December 31, 2002 was $349,490 ($0.102 per share).
Selected financial data from InterUnion's financial statements is (figures in
000's except shares and per share data):
9 MOS. ENDED 9 MOS. ENDED 9 MOS. ENDED
DEC 31-02 DEC 30-01 DEC 30-00
------------ ------------ ------------
Working Capital 93 2,529 (103)
Cash Flow (2,350) 2,036 409
Total Assets 129 3,680 4,544
Shareholders' Equity 93 3,180 3,526
Common Share, # 4,916,549 1,899,974 1,899,937
Book Value Per Share 0.03 1.67 1.86
On August 9 2002, InterUnion has entered into a non-binding Letter of Intent
(the "LOI") with Falcon Energy Holding Corporation ("Falcon"), a Delaware
corporation with offices in Germany and Kazakhstan, for the proposed acquisition
by InterUnion of all of the outstanding shares of two corporations to be
incorporated by Falcon or an affiliate of Falcon, which will respectively hold,
directly or indirectly, a 95% interest in the Kopa oil field in Kazakhstan
("Falcon Kopa BV"), and a 66.67% interest in the Aksaz, Dolinnoe and Emir oil
fields in Kazakhstan ("Falcon Caspian BV"), (collectively, the "Acquisition").
Pursuant to the LOI, Falcon has agreed to pay a non-refundable deposit of
$75,000 to InterUnion.
The proposed acquisition was subject to conditions, such as due diligence; the
receipt of $2,000,000 in firm commitments with respect to a private placement of
Post-Consolidation Shares by 5:00 p.m. EST on August 30, 2002, and closing of
such private placement on or prior to September 13, 2002; as well as all
necessary regulatory and other approvals. The non binding letter of intent was
cancelled on October 31, 2002 as Falcon did not meet the financing conditions.
(2) NET REVENUES
For the first nine months of fiscal 2003, InterUnion reported consolidated
revenues of $95,056 versus $20,208 a year earlier, an increase of $74,848 or
370%. This was mainly due to $75,000 being received from Falcon Energy Holding
Corporation ("Falcon").
Page 8 of 13
INTERUNION FINANCIAL CORPORATION
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
(3) EXPENSES
Selling, general and administration expenses for the first nine months of fiscal
2003 amounted to $459,184 as compared to $119,424 a year earlier, an increase of
$339,760 or 285%. This was mainly due to a $300,000 consulting expense which
occurred by issuing 3,000,000 InterUnion Financial common shares in-lieu of cash
payment.
(4) NET INCOME FOR 9 MONTHS ENDED DECEMBER 31, 2002
Net loss for the nine months ended December 31, 2002 was $349,490 (including a
Foreign Exchange gain of $14,647) or $(0.102) per share based on a weighted
average number of shares of 3,408,352 versus net income of $415,171 (including
an equity loss from unconsolidated affiliate of $238,342 and a gain on disposal
of unconsolidated affiliate of $756,669) or $(0.216) per share based on a
weighted average number of shares of 1,899,974 a year earlier.
The weighted average number of common shares outstanding for the nine months
ending December 31, 2002, is 3,408,352 versus 1,899,974 a year earlier.
(5) NOTES RECEIVABLE, NON-CURRENT PORTION
9 MOS. ENDED 12 MOS. ENDED
DEC 31-02 MAR 31-02
------------ -------------
Notes Receivable from Credifinance Capital Corp.
(CFCC) bearing Interest @ 3% per annum with
no maturity date.
This Note is unsecured and was paid off in Aug/02. $ 0 $717,598
======== ========
(6) LIQUIDITY AND CAPITAL RESOURCES
NUMBER OF
DATE SHARES AMOUNT TYPE
- -------------- ---------- --------- ----------------
May 1998 17,002 68,008 Regulation "S"
June 1998 35,000 140,000 Regulation "S"
July 1998 262,142 1,048,568 Regulation "S
December 1998 10,000 40,000 Regulation "S
February 1999 180,000 630,000 Regulation "S
March 1999 25,000 87,500 Regulation "S
March 1999 1,140 4,560 Regulation "S
November 1999 114,500 57,250 Regulation "S
November 1999 2,014,198 805,679 Regulation "S
September 2000 15,000,000 150,000 Regulation "S
April 2002 16,575 50,000 Regulation "S
August 2002 3,000,000 300,000 Regulation "S-8"
Page 9 of 13
INTERUNION FINANCIAL CORPORATION
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
(7) CONCLUDING REMARKS
There are no other known trends, events or uncertainties that may have, or are
reasonably likely to have, a material impact on the Company's short-term or
long-term liquidity that have not been discussed above.
In addition, there is no significant income or loss that has risen from the
Company's continuing operations that has not been analyzed or discussed above.
In addition, there has not been any material change in any line item that is
presented on the financial statements that has not been discussed above.
(8) CERTAIN RISK FACTORS WHICH MAY IMPACT FUTURE OPERATIONS
The Company and its subsidiaries operate in a rapidly changing environment that
involves a number of factors, some of which are beyond management's control,
such as financial market trends and investors' appetite for new financings. It
should also be emphasized that, should the Company not be successful in
completing its own financing (either by debt or by the issuance of securities
from treasury), its strategy to grow by acquisition will be affected.
In the opinion of management the financial statements for the period ended
December 31, 2002 accurately reflect the operations of the Company and its
subsidiaries. The Company has taken every reasonable step to ensure itself that
its quarterly financial statements do not represent a distorted picture to
anyone having a business reason to review such statements and who has also
reviewed its previous audited annual financial statements for the year ended
March 31, 2002.
Forward-looking information included in Management's Analysis and Discussion
reflects management's best judgment based on known factors, and involves risks
and uncertainties. Actual results could differ materially from those anticipated
in these forward-looking information. Forward-looking information is provided by
InterUnion pursuant to the safe harbor established by recent securities
legislation and should be evaluated in the context of these factors.
Page 10 of 13
INTERUNION FINANCIAL CORPORATION
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding, nor is its property
the subject of a pending legal proceeding for which the claims, exclusive of
interest and costs, exceed 10% of the current assets of the Company on a
consolidated basis.
ITEM 2 - CHANGES IN SECURITIES
In the 1st quarter ending June 30, 2000 the Company acquired its 243,750 Common
Shares at the rate of $0.6153 per share for $150,000 in settlement of the note
receivable of $150,000 from an unrelated party. The above shares are held in
treasury. Consequently, the number of outstanding Common Shares declined to
3,999,373 from 4,243,123 as of March 31, 2000.
In September 2000, the Company converted its Class "A" Preferred Shares into
Common Shares at the rate of 1 to 10. Consequently, in lieu of 1,500,000 Class
"A" Preferred Shares the Company issued 15,000,000 Common Shares from the
treasury under regulation "S".
In November 2000, in a special meeting of the shareholders' of the company it
was resolved to execute a reverse split in the issued and outstanding common
stock of the Company in the ratio of ten (10) to one (1). Consequently the
number of issued and outstanding common stock of the Company was reduced to
1,899,974 in the 3rd quarter of fiscal 2001.
During the year ended March 31, 2001, the Company incurred an expense of $50,000
on account of Director's Fee. The fee was paid by issuing 16,575 common shares
in the fiscal year 2002. This increased the number of issued and outstanding
common stock of the company to 1,916,549.
During the second quarter ended September 30, 2002, the Company incurred an
expense of $300,000 on account of a Service Agreement. The fee was paid by
issuing 3,000,000 common shares in the fiscal year 2003. This increased the
number of issued and outstanding common stock of the company to 4,916,549. The
information was filed on Form S-8 dated August 26, 2002.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in the payment of principal or interest with respect
to any senior indebtedness of InterUnion Financial Corporation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
99.1 Certification Pursuant to 18 U.S.C. Section 1350.
Page 11 of 13
INTERUNION FINANCIAL CORPORATION
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
InterUnion Financial Corporation
----------------------------------------
(Registrant)
Date February 14, 2003 /s/ Georges Benarroch, Director
----------------------------------------
(Signature)
Page 12 of 13
INTERUNION FINANCIAL CORPORATION
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
================================================================================
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Interunion Financial Corporation (the
"Company") on Form 10-QSB for the period ended Decenber 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Georges Benarroch, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Georges Benarroch
Georges Benarroch
Chief Executive Officer and Chief Financial Officer
February 14, 2003
Page 13 of 13