================================================================================
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 June 30, 2003
[ ] 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 June 30, 2003.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
================================================================================
1
PART I- FINANCIAL INFORMATION
ITEM 1- FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED JUNE 30, 2003
THREE MONTHS ENDED TWELVE MONTHS ENDED
--------------------- ----------------------
30-JUN-03 30-JUN-02 31-MAR-03 31-MAR-02
--------- --------- ---------- ---------
REVENUES
Investment Banking -- -- 79,956 13,134
Interest Income -- 7,469 15,100 26,794
--------- --------- ---------- ---------
-- 7,469 95,056 39,928
EXPENSES
Selling, General and Administrative 25,071 25,296 1,836,884 166,901
Foreign exchange loss (gain) 715 (34,044) (14,384) 8,517
Trading Loss -- 12,012 -- --
Interest -- -- 9 5,350
--------- --------- ---------- ---------
25,786 3,264 1,822,509 180,768
(LOSS) PROFIT FROM CONTINUING OPERATION
BEFORE UNDERNOTED ITEMS (25,786) 4,205 (1,727,453) (140,840)
--------- --------- ---------- ---------
DISPOSAL OF EQUITY INVESTMENT
Equity in net loss of unconsolidated affiliate -- -- -- (238,342)
Gain on disposal of unconsolidated affiliate -- -- -- 756,669
--------- --------- ---------- ---------
-- -- -- 518,327
--------- --------- ---------- ---------
NET (LOSS) INCOME FOR THE YEAR (25,786) 4,205 (1,727,453) 377,487
========= ========= ========== =========
LOSS (EARNINGS) PER COMMON SHARE-Basic and Diluted
Weighted Average common shares outstanding 4,916,549 1,916,549 4,135,727 1,916,421
Basic (loss) earnings per share (0.005) 0.002 (0.418) 0.197
Diluted earning per share N/A 0.002 N/A 0.197
See Accompanying Notes to Unaudited Consolidated Financial Statements
2
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 2003
AS AT JUNE 30 AS AT MARCH 31
-------------------------- -------------------------
2003 2002 2003 2002
----------- ----------- ----------- ----------
CURRENT ASSETS:
Cash and cash equivalent 58,956 1,648,720 97,319 2,464,985
Marketable Securities -- 104,500 -- --
Receivable from Affiliates -- 41,226 -- 41,226
Refundable income taxes -- 7,502 -- 7,502
Prepaid expenses and other current assets 2,226 6,249 1,239 7,061
Notes receivable, current portion -- 702,342 -- --
----------- ----------- ----------- ----------
61,182 2,510,539 98,558 2,520,774
----------- ----------- ----------- ----------
NON-CURRENT ASSETS:
Note receivable, non-current portion -- 722,684 -- 717,598
----------- ----------- ----------- ----------
Total non-current assets -- 722,684 -- 717,598
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Total Assets 61,182 3,233,223 98,558 3,238,372
=========== =========== =========== ==========
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities 21,466 36,918 33,056 46,272
----------- ----------- ----------- ----------
Total Current Liabilities 21,466 36,918 33,056 46,272
----------- ----------- ----------- ----------
SHAREHOLDERS' EQUITY:
Capital Stock and additional paid in Capital 12,316,293 10,666,293 12,316,293 10,666,293
Accumulated deficit (12,276,577) (7,469,988) (12,250,791) (7,474,193)
----------- ----------- ----------- ----------
Total shareholder's equity 39,716 3,196,305 65,502 3,192,100
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Total Liabilities and Shareholder's Equity 61,182 3,233,223 98,558 3,238,372
=========== =========== =========== ==========
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AS AT JUNE 30, 2003
AS AT JUNE 30 AS AT MARCH 31
-------------------------- -------------------------
2003 2002 2003 2002
----------- ----------- ----------- ----------
CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL
Class A Preferred Stock, $0.10 par value
Authorized - 1,500,000 shares -- -- -- --
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 2003;
1,916,549 in 2002 492 192 492 192
Additional Paid-In Capital 12,315,801 10,666,101 12,315,801 10,666,101
ACCUMULATED DEFICIT (12,276,577) (7,469,988) (12,250,791) (7,474,193)
----------- ----------- ----------- ----------
TOTAL SHAREHOLDERS' EQUITY 39,716 3,196,305 65,502 3,192,100
----------- ----------- ----------- ----------
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED JUNE 30, 2003
THREE MONTHS ENDED TWELVE MONTHS ENDED
---------------------- ------------------------
30-JUN-03 30-JUN-02 31-MAR-03 31-MAR-02
--------- --------- ---------- ---------
CASH FLOW FROM OPERATING ACTIVITIES
(Loss) Income (25,786) 4,205 (1,727,453) 377,487
Adjustment to reconcile net loss to net cash
provided by (used in) operating activities
Equity in net losses of unconsolidated affiliate -- -- -- 238,342
Non cash operating expenses (Income) -- -- 1,650,000 (29,282)
Gain on disposal of unconsolidated affiliate -- -- -- (756,669)
-------- --------- ---------- ---------
(25,786) 4,205 (77,453) (170,122)
Changes in non-cash operating assets and liabilities:
Decrease in marketable securities -- (104,500) -- --
(Increase) Decrease in accounts receivable and other assets (987) 812 54,551 (1,661)
(Decrease) Increase in accounts payable and
accrued liabilities (11,590) (9,354) (13,217) 7,142
-------- --------- ---------- ---------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (38,363) (108,837) (36,119) (164,641)
-------- --------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Note Payable -- -- -- (287,193)
Dividends Paid -- -- (2,549,145) --
-------- --------- ---------- ---------
NET CASH FLOWS USED IN FINANCING ACTIVITIES -- -- (2,549,145) (287,193)
-------- --------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of long term notes receivable -- -- 717,598 --
Investment in Short term notes receivable -- -- (500,000) --
Investment in notes receivable -- (707,428)
Proceeds from sale of investment -- -- -- 2,709,463
Repayment of notes receivable -- -- -- 200,000
-------- --------- ---------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (707,428) 217,598 2,909,463
-------- --------- ---------- ---------
NET (DECREASE) INCREASE IN CASH (38,363) (816,265) (2,367,666) 2,457,629
CASH AND CASH EQUIVALENTS-Beginning of Year 97,319 2,464,985 2,464,985 7,356
-------- --------- ---------- ---------
CASH AND CASH EQUIVALENTS-End of period 58,956 1,648,720 97,319 2,464,985
======== ========= ========== =========
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2003
================================================================================
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, 2003,
included in its Form 10-KSB for the year ended March 31, 2003.
2. Earning (loss) per share is computed using the weighted average number of
common shares outstanding during the period.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENT:
On May 15, 2003--The Financial Accounting Standards Board (FASB) issued
Statement No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. The Statement improves the
accounting for certain financial instruments that, under previous guidance,
issuers could account for as equity.
On April 30, 2003--The Financial Accounting Standards Board (FASB) issued
Statement No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities. The Statement amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement 133.
Management does not expect that the adoption of SFAS 149 and SFAS 150 will have
a material effect on the Company's operations or financial position.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
During the quarter ended September 30, 2002, the Company incurred an expense of
$1,650,000 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 quarter ended September 30, 2002 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.
6
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED JUNE 30, 2003
================================================================================
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) OVERVIEW
The company had a net loss of $25,786 for the first quarter of fiscal 2004.
Selected financial data from InterUnion's financial statements is (figures in
000's except per share data):
3 mos. ended 3 mos. ended 3 mos. ended
Jun 30 - 03 Jun 30 - 02 Jun 30 - 01
------------ ------------ ------------
Working Capital 40 2,473 (92)
Cash Flow (38) (816) 2
Total Assets 61 3,233 2,684
Shareholders' Equity 40 3,196 2,294
Common Share, # 4,916 1,916 1,899
Book Value Per Share 0.01 1.67 1.21
(2) NET REVENUES
The Company had no revenues for the first quarter of fiscal 2004, however during
the quarter ended June 30, 2002, the Company had interest revenues of $7,469.
(3) EXPENSES
Selling, general and administration expenses for three months ended June 30,
2003, amounted to $25,071 as compared to $25,296 a year earlier, a decrease of
$225 or 1%.
(4) NET INCOME FOR THREE MONTHS ENDING JUNE 30, 2003
Net loss for the three months ended June 30, 2003 was $25,786 or $0.005 per
share based on a weighted average number of shares of 4,916,549 versus a profit
of $4,205 or $0.002 per share based on a weighted average number of shares of
1,916,549 a year earlier.
The weighted average number of common shares outstanding for the three months
ending June 30, 2003, was 4,916,549 versus 1,916,549 a year earlier.
7
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED JUNE 30, 2003
================================================================================
(5) LIQUIDITY AND CAPITAL RESOURCES
- -----------------------------------------------------------------------------
Date Number of 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 1,650,000 Regulation "S-8"
- -----------------------------------------------------------------------------
(6) 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.
(7) 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 June
30, 2003 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, 2003.
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 this 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.
8
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED JUNE 30, 2003
================================================================================
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
During the quarter ended September 30, 2002, the Company incurred an expense of
$1,650,000 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) Section 302 Certification
99.2) Certification Pursuant to 18 U.S.C. Section 1350.
9
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED JUNE 30, 2003
================================================================================
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
InterUnion Financial Corporation
--------------------------------
(Registrant)
Date August 14, 2003 /s/ Georges Benarroch, Director
--------------- ----------------------------------
(Signature)
10