FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: October 31, 1995
----------------
OR
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File Number: 33-8066-D
---------
TSUNAMI CAPITAL CORPORATION
(Name of small business issuer in its charter)
COLORADO 84-1031657
- ------------------------------- ---------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
11811 NORTH TATUM - SUITE 4040, PHOENIX, ARIZONA 85028
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(602) 953-7980
-------------------------
Issuer's telephone number
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities and Exchange Act during the past twelve (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
ninety (90) days.
[X] Yes [ ] No
<PAGE>
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporation by reference in Part III of this Form
10-KSB or any amendment to this form 10-KSB [ ].
State issuer's revenues for its most recent fiscal year.
$ 59,626
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within sixty (60)
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).
$ 1,442,236 as of February 9, 1996
-----------
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
(5) YEARS:
Check whether the Registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.
7,644,534 shares of Common Stock, as of February 9, 1996
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (i) any annual report to security holders
(ii) any proxy or information statement; and (iii) any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933 ("Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended __________ ).
None.
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<PAGE>
PART I
Item 1. Business
BACKGROUND
TSUNAMI CAPITAL CORPORATION ("the Company") was organized as a Colorado
Corporation in June 1986 for the purpose of creating a so-called "blind pool".
On August 13, 1987, the Company acquired all of the outstanding common stock of
Paradise Valley Securities, Inc., an Arizona corporation ("Paradise"), and on
October 1, 1987 acquired all of the outstanding preferred stock of Paradise.
On November 12, 1993, the Company entered into a stock purchase agreement
("Agreement") to sell Paradise to certain Paradise employees for the price of $
1,100,000.00 in cash. The Agreement was subsequently approved by the
shareholders of the Company, and the sale was completed on December 31, 1993.
See Item 12(a).
The Company is currently seeking out potential businesses or business
combinations that may prove to increase shareholder value.
DESCRIPTION OF BUSINESS
General Business
The Company is not currently conducting operations and is seeking a potential
business or businesses, that may , in the opinion of its Board of Directors,
warrant the Company's involvement. The Company recognizes that as a result of
its limited financial, managerial, and other resources, the number of suitable
potential businesses that may be available to it will be limited. The Company's
primary business objective will be to seek growth potential in the business in
which it participates. While the Company is seeking future opportunities, it
invests its cash balances in market interest accounts, publicly traded
securities, and privately issued securities. The Company does not intend to
become an "investment company" under the Investment Company Act of 1940. The
Company currently has no paid employees.
During the year being reported on, the Company entered into a letter of intent
for the possible merger of American Wireless Systems of Minneapolis ("AWSY-M")
into the Company. The letter of intent was in conjunction with a loan to AWSY-M
in the amount of $ 550,000. The loan was paid in full in October 1995 and the
letter of intent was terminated in November 1995.
Item 2. Properties
The Company occupies premises leased by its former subsidiary, Paradise Valley
Securities, Inc., and currently pays no rent.
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<PAGE>
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholders' Matters
(a) Market Information
Shares of the Company's common stock are traded over-the-counter and are quoted
on the NASD "Bulletin Board". The quotations reflect inter-dealer prices,
without regard to markup, markdown, or commission and may not represent actual
transactions. High and low bid prices for the last two fiscal years are as
follows:
High Bid Low Bid
October 1993 - December 1993 0.25 0.125
January 1994 - March 1994 0.25 0.25
April 1994 - June 1994 0.25 0.25
July 1994 - September 1994 0.25 0.25
October 1994 - December 1994 0.25 0.25
January 1995 - March 1995 0.25 0.25
April 1995 - June 1995 0.25 0.25
July 1995 - September 1995 0.25 0.125
October 1995 - December 1995 0.125 0.125
(b) As of December 31, 1995 there were 42 shareholders of record of the
Company's common stock.
(c) Dividends.
The Board of Directors has declared the following cash dividends:
Declaration Date Record Date Payment Date Amount
December 20, 1994 December 29, 1994 December 30, 1994 $ 0.005
December 5, 1995 December 15, 1995 December 29, 1995 $ 0.005
The Board of Directors determines whether or not to pay a dividend, and the
amount thereof. There is no assurance of any future dividends.
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<PAGE>
Item 6.Management's Discussion and Analysis of
Financial Condition and Results of Operations
GENERAL
The Company currently conducts no business operations and is seeking a potential
business or businesses that may, in the opinion of its Board of Directors,
warrant the Company's involvement. The Company recognizes that as a result of
its limited financial, managerial, and other resources, the number of suitable
potential businesses that may be available to it will be limited.
RESULTS OF OPERATIONS
The Company's financial results are attributable to maintenance of the Company's
corporate structure, interest earned on cash deposits, and the results of
investments of the Company's resources.
Income (loss) from discontinued operations reflect the results of the Company's
former subsidiary, Paradise Valley Securities, Inc.
("Paradise").
Interest Income for the period being reported on is higher than in previous
years primarily due to the higher interest rate received on the loan to American
Wireless Systems of Minneapolis versus rates paid by financial institutions.
The Company reclassified its investment in American Wireless Systems, Inc. (a
Delaware Corporation) as "Securities available for sale" in conformance with
Statement on Financial Accounting Standards number 115.
The current inactive status of the Company prohibits any meaningful comparison
to prior years results.
LIQUIDITY AND CAPITAL RESOURCES
The net liquid assets of the Company, approximately $ 796,000 as of October 31,
1995, will be used to seek acquisition possibilities or to make acquisitions or
to enter into other business endeavors as best as these limited assets will
allow.
Item 7. Financial Statements
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Financial Statements
October 31, 1995 and 1994
Independent Auditors' Report
The Board of Directors
Tsunami Capital Corporation
We have audited the accompanying balance sheets of Tsunami Capital Corporation
as of October 31, 1995 and 1994 and the related statements of operations,
changes in stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tsunami Capital Corporation as
of October 31, 1995 and 1994 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
December 28, 1995
Evers & Company, Ltd
Phoenix, Arizona
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Balance Sheets
October 31, 1995 and 1994
Assets 1995 1994
------ --------- ---------
Current Assets:
Cash and cash equivalents $ 628,700 $ 612,928
Securities available for sale 162,212 --
Deferred income taxes 38,000 43,000
Note receivable, officer -- 30,000
Other receivables 5,250 2,100
--------- ---------
Total current assets 834,162 688,028
--------- ---------
Investments in restricted securities -- 185,704
Furniture & equipment, net of accumulated
depreciation of $12,090 in
1995 and $10,625 in 1994 13,980 15,445
--------- ---------
$ 848,142 $ 889,177
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ -- $ 3,456
Income taxes payable 4,510 19,000
--------- ---------
Total current liabilities 4,510 22,456
--------- ---------
Commitments and contingencies (see notes)
Stockholders' equity:
Common stock, no par value; 200,000,000 shares
authorized, 7,644,534 shares issued and
outstanding 167,781 167,781
Retained Earnings 759,685 698,940
Unrealized depreciation on securities (83,834) --
--------- ---------
Net Stockholders' equity 843,632 866,721
--------- ---------
$ 848,142 $ 889,177
========= =========
See accompanying notes to financial statements.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Statements of Operations
Years ended October 31, 1995 and 1994
1995 1994
--------- ----------
Revenue $ -- $ --
General & administrative expenses 16,698 19,673
--------- ----------
(16,698) (19,673)
--------- ----------
Other income, expense
Gain (loss) on securities 258 (166,764)
Interest income 53,918 26,218
Other 5,450 3,600
--------- ----------
59,626 ( 136,946)
--------- ----------
Net income (loss) from continuing
operations before income taxes 42,928 (156,619)
Provision for income taxes (recovery) 9,300 (63,000)
--------- ----------
Net income (loss) from continuing operations 33,628 (93,619)
Loss from discontinued operations, net of
income taxes of $229,073 in 1994 -- (180,503)
--------- ----------
Net Income (loss) $ 33,628 $ (274,122)
========= ==========
Earnings (loss) per share
Continuing operations $ .004 $ (.012)
Discontinued operations -- $ (.023)
--------- ----------
$ .004 $ (.035)
========= ==========
Weighted average shares outstanding 7,644,534 7,736,570
========= ==========
See accompanying notes to financial statements.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Statements of Cash Flows
Years ended October 31, 1995 and 1994
1995 1994
--------- -----------
Cash flows from operating activities:
Net Income (loss) $ 33,628 $ (274,122)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 1,465 1,953
Gain on sale of subsidiary -- (61,390)
Deferred income taxes 9,998 (479,000)
Changes in operating assets and liabilities:
Receivable from clearing organization -- 421,457
Other receivable (3,150) (2,100)
Securities owned -- 1,152,658
Other assets -- (1,494)
Accounts payable (3,456) (215,424)
Accrued wages and commissions -- (177,738)
Securities sold, not yet purchased -- 115,417
Income taxes payable (14,490) (37,516)
Payroll taxes payable -- 251,556
Other liabilities -- (10,166)
--------- -----------
Net cash provided by operating activities 23,995 684,091
--------- -----------
Cash flows from investing activities:
Proceeds from sale of subsidiary -- 1,100,000
Loan to American Wireless 550,000
Repayment of loan (550,000)
Purchase of furniture and equipment -- (1,646)
Loans to officer 30,000 (30,000)
--------- -----------
Net cash provided by investing activities 30,000 1,068,354
--------- -----------
Cash flows from financing activities:
Sale of common stock -- 1,600
Purchase of stock for retirement -- (237,150)
Dividends paid (38,223) (1,107,007)
--------- -----------
Net cash used in financing activities (38,223) (1,342,557)
--------- -----------
Net increase in cash and cash equivalents 15,772 409,888
Cash and cash equivalents, beginning 612,928 1,735,618
Cash transferred with sale of subsidiary -- (1,532,578)
--------- -----------
Cash and cash equivalents, ending $ 628,700 $ 612,928
========= ===========
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 11,980 $ 222,323
========= ===========
See accompanying notes to financial statements.
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<PAGE>
<TABLE>
TSUNAMI CAPITAL CORPORATION
Statements of Changes in Stockholders' Equity
Years ended October 31, 1995 and 1994
<CAPTION>
Common Stock
--------------------------
Number of Retained Depreciation
Shares Amount Earnings of Securities Total
----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance at October 31, 1993 8,425,000 $ 183,413 $ 2,299,987 -- $ 2,483,400
Dividends paid on common stock -- -- (1,107,007) -- (1,107,007)
Issuance of common stock 10,000 1,600 -- -- 1,600
Purchase of stock for retirement (790,466) (17,232) (219,918) -- (237,150)
Net loss for the year
ended October 31, 1994 -- -- (274,122) -- (274,122)
----------- ----------- ----------- ----------- -----------
Balance at October 31, 1994 7,644,534 $ 167,781 $ 698,940 $ $ 866,721
----------- ----------- ----------- ----------- -----------
Dividends paid on common stock -- -- (38,223) -- (38,223)
Reclassification of unrealized
depreciation on securities
available for sale -- -- 65,340 (65,340) --
Net income for the year
ended October 31, 1995 -- -- 33,628 -- 33,628
Change in valuation of securities
available for sale -- -- -- (18,494) (18,494)
----------- ----------- ----------- ----------- -----------
7,644,534 $ 167,781 $ 759,685 $ (83,834) $ 843,632
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements
October 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation and Operations
------------------------------------
The accompanying financial statements include the accounts of the
Company, and those of its wholly-owned subsidiary, Paradise
Valley Securities, Inc., (Paradise) through December 31, 1993.
Effective December 31, 1993, the Company sold Paradise to certain
officers and employees of Paradise. The activities of Paradise
have been reflected as discontinued operations in the financial
statements.
All significant inter-company balances and transactions have been
eliminated in consolidation. The operations of the Company and
its subsidiary were primarily in the area of securities and
broker-dealer services.
(b) Cash Equivalents
----------------
Cash equivalents includes highly liquid debt instruments and other
short-term investments with an original maturity of three months
or less.
(c) Securities
----------
Securities available for sale are valued at quoted market prices.
Unrealized gains and losses are reflected as a separate component
of stockholder's equity.
Realized gains and losses on available-for-sale securities are
computed based upon the average cost of the investment.
Restricted securities are reclassified as securities
available-for-sale if they can reasonably be expected to qualify
for sale within one year of the balance sheet date.
(d) Furniture and Equipment
-----------------------
Furniture and equipment is recorded at cost and depreciated over
an estimated useful life of 5 years using an accelerated method.
(e) Income Taxes
------------
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards 109. Investment and other tax
credits are applied as a reduction to income taxes using the
flow-through method.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements, Continued
October 31, 1995 and 1994
(f) Per Share
---------
Earnings (Loss) per common share is calculated based on the
weighted average common shares outstanding during the period. The
weighted average shares outstanding were 7,644,534 and 7,736,570
in 1995 and 1994, respectively.
(g) Reclassification
----------------
The Company previously prepared its financial statements in
accordance with established standards for securities
broker-dealers. Certain 1994 amounts have been reclassified to
conform with the current year presentation.
(2) Concentration of Credit Risk
----------------------------
The Company maintains cash accounts with balances in excess of federally
insured limits which exposes the Company to a concentration of credit
risk. As of October 31, 1995 and 1994, the excess of cash deposits in
such accounts were $523,080 and $413,036, respectively.
(3) Note Receivable, Officer
--------------------------
Note Receivable, Officer consisted of a 10% promissory note due on
October 20, 1995. The note was secured by 218,333 shares of Tsunami
common stock. The note was repaid in 1995.
(4) Securities
----------
Securities consist of 37,077 and 13,333 shares of American Wireless
Systems, Inc. restricted common stock at October 31, 1995 and 1994,
respectively. At October 31, 1994, the Company also had an $84,000
convertible note from American Wireless. During 1995, this note was
converted to 23,744 shares of American Wireless common stock. The
Company expects to have all restrictions released on the American
Wireless common stock and therefore has classified the securities as
available-for-sale securities.
The total investment in American Wireless was $294,046 at October 31,
1995 and 1994. The gross unrealized holding loss was $131,834 and
$108,342 respectively during these periods. The unrealized loss, net of
applicable income taxes, is reflected as a component of stockholders'
equity. Retained earnings of $65,340 at October 31, 1994 has been
reclassified to unrealized depreciation on securities.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements, Continued
October 31, 1995 and 1994
On May 19, 1995, Tsunami entered into a loan agreement and signed a
letter of intent with American Wireless Systems of Minneapolis. Tsunami
provided a loan to American Wireless of $550,000 at 12% interest, under
a promissory note which was due on December 31, 1995. The loan agreement
also required American Wireless to pay a fee of $5,500 as reimbursement
for Tsunami's costs of providing the loan. The letter of intent provided
for the possible merger of American Wireless of Minneapolis into Tsunami
and a subsequent secondary stock offering.
The loan was subsequently repaid by American Wireless of Minneapolis in
October, 1995 and the letter of intent was terminated in November, 1995.
Tsunami received $30,250 in interest income from the note.
(5) Income Taxes
------------
The provision for income taxes consists of the following:
1995 1994
--------- ----------
Current $ 9,300 $ 186,927
Deferred -- (479,000)
--------- ----------
9,300 (292,073)
Less portion applicable to
discontinued operations -- (229,073)
--------- ----------
$ 9,300 $ (63,000)
========= ==========
Deferred income taxes arise primarily from differences in the accounting
and tax basis of securities owned. At October 31, 1995, the cost of
securities owned exceeded market value by approximately $132,000. This
resulted in a deferred tax asset of $38,000 at October 31, 1995. State
taxes represent the primary difference between the Company's effective
tax rate and the federal statutory rate.
The change in deferred taxes is reflected as a component of unrealized
depreciation on securities, which is a component of stockholders'
equity.
(6) Stock Option Plan
-----------------
In 1991, the Company implemented a director's stock option plan, which
provided for the issuance of up to 250,000 shares of common stock. On
January 29, 1993, the board approved an increase in the number of shares
reserved for issuance by 750,000 shares for a total of 1,000,000 shares.
This increase was approved by the shareholders in December, 1993.
During January 1993, the board granted the entire 1,000,000 shares
reserved to certain employees. The options are at $.16 per share and
vest January 29, 1994. The options expire on January 29, 1998 if not
exercised.
The option price exceeded the fair market value of the stock at January
29, 1993.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements, Continued
October 31, 1995 and 1994
(7) Discontinued Operations
-----------------------
In December, 1993, the Company's stockholders voted to sell the Company's
wholly owned subsidiary, Paradise Valley Securities, Inc. to certain of
its officers and employees. The purchase price for the Paradise stock
was $1,100,000 in cash. The agreement required that substantially all of
the purchase price be delivered to the stockholders within one year of
the effective date of the agreement. The agreement also required
Paradise to pay a cash dividend of $1,000,000 to Tsunami. The Company
recorded a gain on the sale of Paradise of approximately $61,000.
In conjunction with this sale, the Company offered to purchase up to
4,000,000 shares of its common stock at $.30 per share. The Company
received 790,466 shares for a total redemption price of $237,150.
The revenues of Paradise Valley Securities were $1,525,172 from November
1, 1993 through December 31, 1993.
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<PAGE>
Item 8. Disagreements on Accounting and Financial Disclosure
None.
PART III
ITEM 9. Directors, Executive Officers, Promoters, and Control
Persons; Compliance with Section 16(a) of the Exchange Act
The principal executive officers, directors, and significant employees of the
Company are as follows:
Name Position with the Registrant
- ------------------- ----------------------------
Anthony Silverman President/Director
Michael E. Jacobson Treasurer/Sr. Vice Pres/Director
Jeffrey Silverman Vice President
Emmett E. Mitchell Director
Steven Bathgate Director
Hayden R. Fleming Director
ANTHONY SILVERMAN, age 52, has been President and a Director of Paradise Valley
Securities, Inc. ("Paradise"), a former subsidiary of the Company, since its
inception and was for 11 years before that President of Anthony Investment Co.,
a securities broker-dealer. He is the father of Jeffrey Silverman.
MICHAEL E. JACOBSON, age 41, has been a registered representative with Paradise
for approximately 9 years. He has been employed with Paradise since it became
licensed and was associated with Anthony Investment Co. since March, 1985.
JEFFREY A. SILVERMAN, age 28, has been a registered rep- resentative since 1987.
He has been associated with Paradise since it became licensed. He is the son of
Anthony Silverman.
EMMETT E. MITCHELL, age 40, has been employed by Paradise as a corporate finance
analyst since 1991. From 1984 until 1991, he held several positions with
Executone Information Systems, Inc. and its predecessor, Vodavi Technology Corp.
STEVEN BATHGATE, age 40, has been a Director since 1989. Mr. Bathgate is the
Presdident of Bathgate & McColley, Inc. and was a Vice-President and Director of
Cohig & Associates, Inc., from 1986 to 1995.
HAYDEN R. FLEMING, age 46, has been a Director since 1991. Mr. Fleming was a
registered representative of Paradise from September 1989 until October 1995.
Prior to his association with Paradise, he was a registered representative of
Adkins Securities, Inc. of St. Cloud, Minnesota for six years.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 The Company
is not subject to Section 16(a) of the Securities Exchange Act of 1934 as as
none of the Company's securities are
registered under said Act.
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<PAGE>
Compensation of Directors
Directors who are full-time employees of the Company receive no additional
compensation for serving as directors. Non-employee directors receive fees of $
100 per Board meeting attended and are reimbursed for their out-of-pocket
expenses in attending meetings.
Employment Contracts with Executive Officers
None.
Stock Options
The Company has not amended or re-priced any of its stock options held by
executive officers of the Company. During the last fiscal year, the Company did
not grant any stock options to any executive officer nor did any executive
officer exercise any stock options.
Long-term Incentive Compensation Plans
None.
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<PAGE>
<TABLE>
Item 10. Executive Compensation
- --------------------------------
<CAPTION>
Name and Fiscal (1)Other Restricted Securities All Other
Principal Year Annual Com- Stock Underlying LTIP Compen-
Position Oct 31, Salary Bonus pensation Awards Options Payouts sation(2)
- ------------------- -------- ------ ------ ----------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony Silverman 1995 -0- -0- -0- None None None -0-
President, CEO 1994 -0- -0- 303,037 None None None -0-
1993 -0- 191,000 724,573 None None None 345,577
Michael E. Jacabson 1995 -0- -0- -0- None None None -0-
V.P./Treasurer 1994 8,000 90,000 2,137 None None None -0-
1993 48,000 79,000 55,051 None None None 94,679
Hayden R. Fleming 1995 -0- -0- -0- None None None -0-
Director 1994 -0- -0- 386,419 None None None -0-
1993 -0- 126,000 1,310,590 None None None 227,229
Jerrold B. Karnell 1995 -0- -0- -0- None None None -0-
1994 -0- -0- 110,368 None None None -0-
1993 -0- 50,000 572,237 None None None 104,146
</TABLE>
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<PAGE>
Item 11. Security Ownership Of Certain Beneficial Owners
And Management
(a) The following table shows the name, and identity of, and the number of
shares owned by each person known to the Company to own more than five percent
(5%) of the Company's outstanding voting securities, as of the date of this
report.
- -----------------------------------------------------------------
Title Name and address of Amount and Nature Percent
of Class Beneficial Owner of Ownership of Class
- -----------------------------------------------------------------
Common Stock, Anthony Silverman 1,457,014 (1)(2) 18.8 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253
Common Stock, Kay Silverman 1,261,666 (2)(3) 16.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253
Common Stock, Jeffrey A. Silverman 502,500 (4)(5) 6.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253
Common Stock, William B. Silverman 502,500 (5)(6) 6.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253
Common Stock, Michael E. Jacobson 726,665 (7) 9.4 %
Without 3927 E. Altadena
Par Value Phoenix, AZ 85028
Common Stock, Hayden R. Fleming and 610,383 (8) 8.0 %
Without LaDonna M. Fleming
Par Value 10093 E. Filaree Lane
Scottsdale, AZ 85262
Common Stock J.O. Marc Summers 400,000 5.2 %
Without 4300 Royal Aberdeen
Par Value Columbia, MO 65203
(1) Includes 100,000 shares issuable upon exercise of stock
options.
(2) Anthony and Kay Silverman are husband and wife. Each disclaims ownership and
control over the shares the other owns.
(3) Includes 911,666 shares beneficially owned by Molly Silverman and Andrea
Silverman, her minor children, for whom she is custodian. Kay Silverman is the
wife of Anthony Silverman.
(4) Includes 40,000 shares issuable upon exercise of stock options.
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<PAGE>
(5) Jeffrey A. Silverman and William B. Silverman are the sons of Anthony and
Kay Silverman. Anthony and Kay Silverman disclaim any interest in or control
over such shares.
(6) Includes 40,000 shares issuable upon exercise of stock options.
(7) Includes 90,000 shares beneficially owned by August M. Jacobson, Brett S.
Jacobson, and Margaret M. Jacobson, his minor children, for whom he is
custodian, and 82,492 shares issuable upon exercise of stock options.
(8) Includes 252,050 shares beneficially owned by Jessica Fleming and Jennifer
Fleming, their minor children, for whom Mr. Fleming is custodian, and 100,000
shares issuable upon the exercise of stock options.
(b) The following Table shows the name and identity of each executive officer
and director of the Company who owned any of the securities of the Company as of
the date of this report.
-19-
<PAGE>
- -----------------------------------------------------------------
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Ownership of Class
- -----------------------------------------------------------------
Common Stock, Anthony Silverman 2,718,680 (1) 35.2 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253
Common Stock Michael E. Jacobson 726,665 (2) 9.4 %
Without 3927 E. Altadena
Par Value Phoenix, AZ 85028
Common Stock Jeffrey A. Silverman 502,500 (3) 6.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253
Common Stock Hayden R. Fleming 610,383 (4) 8.0 %
Without 10093 E. Filaree Lane
Par Value Scottsdale, AZ 85262
Common Stock Steven Bathgate 44,000 (5) 0.6 %
Without 6376 E. Tufts Ave.
Par Value Englewood, CO 80111
Common Stock Emmett E. Mitchell 140,000 (6) 1.8 %
Without 11889 E. Gold Dust Ave.
Par Value Scottsdale, AZ 85259
Common Stock Three executive 4,742,228 58.4 %
Without officers and five
Par Value directors as a group
(1) Includes 350,000 shares owned by Kay Silverman, his wife, 911,666 shares
beneficially owned by Molly Silverman and Andrea Silverman, their minor
children, for whom she is custodian, and 100,000 shares issuable upon exercise
of stock options.
(2) Includes 90,000 shares beneficially owned by August M. Jacobson, Brett S.
Jacobson, and Margaret M. Jacobson, his minor children, for whom he is
custodian, and 82,492 shares issuable upon exercise of stock options.
(3) Includes 40,000 shares issuable upon the exercise of stock options.
(4) Includes 252,050 shares beneficially owned by Jessica Fleming and Jennifer
Fleming, his minor children, for whom Mr. Fleming is custodian, 258,333 shares
owned by LaDonna Fleming, his wife, and 100,000 shares issuable upon the
exercise of stock options.
(5) Includes 10,000 shares issuable upon option exercise.
(6) Includes 140,000 shares issuable upon option exercise.
-20-
<PAGE>
(c) Changes in control.
None.
Item 12. Certain Relationships and Related Transactions
(a) Transactions with management and others.
None.
(b) Parent Corporations.
None.
(c) Transactions with Promoters.
None.
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits.
Each of the following items is incorporated by reference from Exhibits to
aforesaid S-18 Registration Statement, each Exhibit Number referring to the
Exhibit Number in said Registration Statement:
Exhibit 3 Articles of Incorporation and Bylaws
The following item is incorporated by reference to the Company's annual
report on Form 10-K for October 31, 1990:
Exhibit 10.4 Tsunami Capital Corporation Stock Option Plan
(b) Current Reports on Form 8-K. The Registrant did not file a current report
on Form 8-K during the fourth quarter of its fiscal year.
-21-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TSUNAMI CAPITAL CORPORATION
by /s/ Anthony Silverman
--------------------------------------
Anthony Silverman, President,
Chief Executive Officer, Director
by /s/ Michael E. Jacobson
--------------------------------------
Michael E. Jacobson, Sr. Vice-
President, Treasurer, Director,
Chief Financial and Accounting Officer
Dated: February 12, 1995
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Anthony Silverman /s/ Michael E. Jacobson
- ------------------------------- ----------------------------------
Anthony Silverman, President, Michael E. Jacobson, Sr. Vice
Chief Executive Officer, Director President, Treasurer, Director
Chief Financial & Acct Officer
/s/ Hayden R. Fleming
- ------------------------------- ----------------------------------
Hayden R. Fleming, Director Steven Bathgate, Director
/s/ Emmett E. Mitchell
--------------------------------
Emmett E. Mitchell, Director
Dated: February 12, 1995
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
FILED PURSUANT TO SECTION 15(d) OF THE ACT BY
REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual Report or Proxy material has been sent to security holders. An Annual
Report is to be furnished to security holders subsequent to the filing of this
report and copies thereof shall be furnished to the Commission when it is sent
to the security holders.
-22-
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