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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 September 30, 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 September 30, 2002.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
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Page 1 of 14
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED SEPTEMBER 30, 02
Three Months Ended Six Months Ended
-------------------------- --------------------------
30-Sept-02 30-Sept-01 30-Sept-02 30-Sept-01
---------- ---------- ---------- ----------
REVENUES
Investment banking 91,968 0 79,956 0
Interest income 7,631 13,136 15,100 13,622
---------- ---------- ---------- ----------
99,599 13,136 95,056 13,622
---------- ---------- ---------- ----------
EXPENSES
Selling, general and administration 385,865 8,187 411,161 23,570
Write-down of Notes Receivable 0 0 0 0
Amortization and depreciation 0 0 0 0
Foreign exchange loss (gain) 19,696 0 (14,348) 0
Writedown in investment 0 0 0 0
Trading Loss 0 0 0 0
Interest 9 2,029 9 2,029
---------- ---------- ---------- ----------
405,570 10,216 396,822 25,599
---------- ---------- ---------- ----------
PROFIT (LOSS) FROM CONTINUING OPERATIONS BEFORE
UNDERNOTED ITEMS AND DISCONTINUED OPERATIONS (305,971) 2,920 (301,766) (11,977)
---------- ---------- ---------- ----------
DISPOSAL OF EQUITY INVESTMENT
Equity in net losses of unconsolidated affiliate 0 (72,690) 0 (159,904)
Gain on disposal of unconsolidated affiliate 0 0 0 0
---------- ---------- ---------- ----------
0 (72,690) 0 (159,904)
---------- ---------- ---------- ----------
NET INCOME (LOSS) FOR THE YEAR (305,971) (69,770) (301,766) (171,881)
========== ========== ========== ==========
EARNINGS (LOSS) PER COMMON SHARE - Basic and Diluted
Common shares outstanding 4,916,549 1,899,937 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) (0.090) (0.037) (0.089) (0.090)
EPS - From Discontinuation 0 0 0 0
EPS - Net Profit (Loss) (0.090) (0.037) (0.089) (0.090)
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 2 of 14
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2002
As at September 30 As at March 31
---------------------------- ----------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents 161,130 21,923 2,464,985 7,356
Marketable Securities 0 0 0 0
Receivables 0 0 0 0
Receivable from affiliates 0 67,928 41,226 41,652
Refundable income taxes 7,503 835 7,502 7,502
Prepaid expenses and other current assets 3,871 5,400 7,061 5,400
Notes receivable, current portion 0 0 0 0
Assets of discontinued operations 0 0 0 0
----------- ----------- ----------- -----------
Total Current Assets 172,504 96,086 2,520,774 61,910
----------- ----------- ----------- -----------
NON-CURRENT ASSETS:
Property and equipment, net 0 0 0 0
Notes receivable, non-current portion 0 878,150 717,598 891,290
Investment in unconsolidated affiliates 0 2,031,232 0 2,191,135
----------- ----------- ----------- -----------
Total Non-Current Assets 0 2,909,382 717,598 3,082,425
----------- ----------- ----------- -----------
TOTAL ASSETS 172,504 3,005,467 3,238,372 3,144,335
=========== =========== =========== ===========
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities 31,314 70,185 46,272 89,130
Due to affiliates 0 3,399 0 3,399
Note Payable, current portion 0 111,958 0 60,000
----------- ----------- ----------- -----------
Total Current liabilities 31,314 185,542 46,272 152,529
----------- ----------- ----------- -----------
NON-CURRENT LIABILITIES:
NOTES PAYABLE, long-term portion 0 227,193 0 227,193
----------- ----------- ----------- -----------
Total Liabilities 31,314 412,735 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 (10,825,104) (8,023,561) (7,474,193) (7,851,680)
----------- ----------- ----------- -----------
Total shareholders' equity 141,189 2,592,732 3,192,100 2,764,613
----------- ----------- ----------- -----------
Total Liabilities and Shareholder's Equity 172,504 3,005,467 3,238,372 3,144,335
=========== =========== =========== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 3 of 14
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AS AT SEPTEMBER 30, 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 Fee 16,575 17 49,983 0 50,000
------------ ------------ ------------ ------------ ------------
1,916,549 1,916 10,664,377 (7,474,193) 3,192,100
Net Loss (301,766) (301,766)
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 $(10,825,104) $ 141,189
============ ============ ============ ============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 4 of 14
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED SEPTEMBER 30, 2002
Six Months Ended Twelve Months Ended
------------------------ ------------------------
30-Sept-02 30-Sept-01 31-Mar-02 31-Mar-01
---------- ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Income (Loss) before discontinued operations (301,766) (171,881) 377,487 (1,903,693)
Loss from discontinued operations 0 0 0 (422,232)
---------- ---------- ---------- ----------
Total: (301,766) (171,881) 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 0 159,904 238,342 1,163,455
Non cash operating expenses (income) 300,000 (13,136) (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 0 (756,669) 0
Loss in marketable securities 0 0 0 27,379
---------- ---------- ---------- ----------
(1,766) (25,113) (170,122) 138,525
Changes in non-cash operating assets and liabilities:
(Increase) decrease in accounts receivable and other assets 44,416 6,667 (1,661) 69,054
Increase (decrease) in accounts payable and accrued liabilities (14,958) (18,945) 7,142 (331,850)
Increase (decrease) in Notes/Loan Payable 0 51,958 0 0
---------- ---------- ---------- ----------
NET CASH FLOWS USED IN OPERATING ACTIVITIES 27,692 14,567 (164,641) (124,271)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Notes Payable 0 0 (287,193) 0
Proceeds of notes payable 0 0 0 60,000
Dividends Paid (2,549,145) 0 0 0
---------- ---------- ---------- ----------
NET CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES (2,549,145) 0 (287,193) 60,000
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment 0 0 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 (2,303,855) 14,567 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 161,130 21,923 2,464,985 7,356
========== ========== ========== ==========
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 5 of 14
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
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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 EmergingIssues 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.
Management does not expect that the adoption of SFAS 145 and SFAS 146 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 three months 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 three months 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 14
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
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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 TRANSACTION
During the three months 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:
Sept 30 2002 Sept 30 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 14
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
================================================================================
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) OVERVIEW
During the 2nd quarter of fiscal 2003 ending September 30, 2002, InterUnion had
$91,968 revenue from investment banking. The Company's net loss for the quarter
ending September 30, 2002 was $305,971 ($0.134 per share); and the net loss for
the 6 months of fiscal 2003 ending September 30, 2002 was $301,766 ($0.133 per
share).
Selected financial data from InterUnion's financial statements is (figures in
000's except shares and per share data):
3 mos. ended 3 mos. Ended 3 mos. ended
Sept 30-02 Sept 30-01 Sept 30-00
------------ ------------ ------------
Working Capital 141 (89) 14
Cash Flow (2,304) 15 260
Total Assets 173 3,005 4,666
Shareholders' Equity 141 2,593 3,731
Common Share, # 4,916,549 1,899,974 1,899,937
Book Value Per Share 0.03 1.36 1.96
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 6 months of fiscal 2003, InterUnion reported consolidated revenues
of $95,056 versus $13,622 a year earlier, an increase of $81,434 or 597.81%.
This was mainly due to $75,000 being received from Falcon Energy Holding
Corporation ("Falcon").
Page 8 of 14
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
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(3) EXPENSES
Selling, general and administration expenses for six months of fiscal 2003 until
September 30, 2002, amounted to $411,161 as compared to $23,570 a year earlier,
an increase of $387,591 or 1,644.43%. 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 6 MONTHS ENDING SEPTEMBER 30, 2002
Net loss for the 6 months ending September 30, 2002 was $301,766 (including a
Foreign Exchange gain of $14,348) or $(0.133) per share based on a weighted
average number of shares of 2,276,381 versus a loss of $171,881 (including an
equity loss from unconsolidated affiliate of $159,904) or $(0.090) 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 six months
ending September 30, 2002, is 2,276,381 versus 1,899,974 a year earlier.
(5) NOTES RECEIVABLE, CURRENT PORTION
6 mos. ended 3 mos. ended
Sept 30-02 Jun 30-02
------------ ------------
Notes Receivable from Credifinance Gestion (CFG) bearing Interest @ 5% per
annum with a maturity date of March 31, 2003.
This Note is unsecured. The Note was paid off in July/02 $ 0 $ 100,836
Notes Receivable from Credifinance Gestion (CFG) bearing
Interest @ 5% per annum with a maturity date of September 30, 2002.
This Note is unsecured. The Note was paid off in July/02 0 100,136
Notes Receivable from Credifinance Gestion (CFG) bearing
Interest @ 5% per annum with a maturity date of September 30, 2002.
This Note is secured by a pledge agreement by CFG with the Security interest
being 600,000 common stock of B Twelve Inc. InterUnion Financial
received the 600,000 common stock of B Twelve Inc in settlement of the debt.
InterUnion Financial in turn paid out the 600,000 shares to its shareholders
as part of the Dividend paid by the end of August 2002. 0 501,370
--------- ----------
$ 0 $ 702,342
========= ==========
Page 9 of 14
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
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(6) NOTES RECEIVABLE, NON-CURRENT PORTION
6 mos. ended 12 mos. ended
Sept 30-02 Mar 31-02
------------ -------------
Notes Receivable from Credifinance Capital Corp. (CFCC) bearing
Interest @ 3% per annum with no maturity date.
This Note is unsecured. This Note was paid off in Aug/02. $ 0 $ 717,598
======== =========
(7) 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 3,000,000 300,000 Regulation "S-8"
(8) 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.
Page 10 of 14
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
================================================================================
(9) 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 ending
September 30, 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 11 of 14
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 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 three months ending 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 12 of 14
INTERUNION FINANCIAL CORPORATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 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 November 14, 2002 /s/ Georges Benarroch, Director
----------------------------------
(Signature)
Page 13 of 14