U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File No. 33-8066-D
TSUNAMI CAPITAL CORPORATION
COLORADO 84-1031657
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
11811 North Tatum Boulevard, Suite 4040, Phoenix, Arizona 85028
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(Address of principal executive offices) (Zip Code)
(602) 953-7980
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter periods 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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock No. Par Value -- 7,644,534 shares July 18, 1997
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<PAGE>
INDEX
TSUNAMI CAPITAL CORPORATION
Page No.
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Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed statements of financial
condition - April 30, 1997
and October 31, 1996 1
Condensed statements of income - three and
six month periods ended April 30, 1997
and April 30, 1996 2
Statement of changes in Stockholder's
Equity for the period November 1,
1995 - April 30, 1997 3
Statement of cash flows for the six
month periods ended April 30, 1997
and April 30, 1996 4
Item 2. Management's discussion and analysis
of financial condition and results of
operations 5
Part II. Other Information 5
Signatures 6
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
CONDENSED STATEMENTS OF FINANCIAL CONDITION
($,000 omitted, unaudited)
April 30, 1997 October 31, 1996
ASSETS (unaudited) (*)
-------------- ----------------
Cash and cash equivalents 226 691
Receivables 6 2
Marketable Securities (at market) 2 -
Securities Available for sale - 88
Deferred Income Taxes 13 12
Income Tax refund receivable 47 31
Prepaid Income Tax 4 -
Note Receivable 500 -
Fixed and Other Assets 13 13
--- ---
TOTAL ASSETS 811 838
=== ===
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Payables and Accrued Expenses 7 -
- ---
TOTAL LIABILITIES 7
STOCKHOLDERS' EQUITY
Common stock-no par value-
200,000,000 shares authorized-
7,644,534 shares issued and
outstanding 168 168
Retained earnings 636 692
Unrealized depreciation on
securities (-) (23)
--- ---
TOTAL STOCKHOLDERS' EQUITY 804 837
--- ---
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 811 837
=== ===
(*) Condensed from audited financial statements.
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<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
CONDENSED INCOME STATEMENTS
(unaudited)
($,000 omitted except per share amounts)
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
April 30, April 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest and dividend income 11 6 20 12
Costs and expenses 12 5 13 7
--------------------------------------------------------------
Operating income (loss) (1) 1 7 5
Other Income (loss) (37) 11 (54) 8
--------------------------------------------------------------
Income (loss) before provision
(benefit for Income Taxes (38) 12 (47) 13
Provision (benefit) for Income
Taxes - 3 (20) 3
--------------------------------------------------------------
Net Income (loss) (38) 9 (27) 10
==============================================================
Net Income (loss) Per Share (.005) .001 (.004) (.001)
==============================================================
Weighted average number of
shares outstanding 7,644,534 7,644,534 7,644,534 7,644,534
==============================================================
</TABLE>
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<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period November 1, 1995 through April 30, 1997
(unaudited, $.000 omitted)
<TABLE>
<CAPTION>
Common Stock
------------ Total
Shares Issued Amount Depreciation Retained Stockholders
of Securities Earnings Equity
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance -
October 31, 1995 7,644,534 168 (84) 760 844
Distribution Declared - - - (38) (38)
on Common Stock --- --- ---
December 20, 1995
Change in valuation-
Securities Available 61 61
Net income (loss) for
the year ended --- --- --- (30) (30)
October 31, 1996
-----------------------------------------------------------------------------
Balance -
October 31, 1996 7,644,534 168 (23) 692 837
Dividend Declared on
Common Stock --- --- --- (30) (30)
December 24, 1996
Re-classification --- --- 23 --- 23
of Securities owned
Net income (loss) for
the six months ended --- --- --- (27) (27)
April 30, 1997
1 1
Rounding
-----------------------------------------------------------------------------
Balance -
April 30, 1997 7,644,534 168 0 636 804
=============================================================================
</TABLE>
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<PAGE>
TSUNAMI CAPITAL CORPORATION
STATEMENT OF CASH FLOWS (unaudited- $,000 omitted)
<TABLE>
<CAPTION>
Six months ended April 30,
Cash Flows from Operating Activities 1997 1996
- ------------------------------------ ---- ----
<S> <C> <C>
Interest and Dividends Received 15 11
Cash paid to employees and suppliers of other goods (5) (7)
and services
Other operating Cash receipts 5
Income taxes paid (14)
----- ----
Net cash from operating activities 10 (5)
----- ----
Cash Flows from Investing Activities
- ------------------------------------
Sale of Investment Securities 55 54
Issuance of Notes (500)
Purchase of investment securities (46)
----- ----
Net cash (used in) investing activities (445) 8
----- ----
Cash Flows from Financing Activities
- ------------------------------------
Distributions on Common Stock (30) (38)
----- -----
Net cash (used in) financing activities (30) (38)
Net increase (decrease) in cash (465) (35)
Beginning cash and equivalents 691 629
----- -----
Cash and equivalents-end of period 226 594
===== =====
Reconciliation of net income to net cash from operating activities:
Net Income (loss) (27) 11
Effects of deferrals and accruals on operating receipts
and payments:
Decrease (Increase) in receivables (4) 3
Decrease (Increase) in other assets (20) (4)
Increase (Decrease) in accounts payable 7 (3)
Effects of items whose case effects are investing or
financing cash flows:
Loss (gain) on sale of investments 50
Unrealized loss (gain) on investments 4 (12)
----- -----
Net cash from operating activities 10 (5)
===== =====
</TABLE>
For purposes of this report, money market funds are
considered cash equivalents.
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<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial condition and
Results of Operations
GENERAL
The Company currently conducts no operations. During the period being reported
on, the Company received a note in the principal amount of $500,000 from CL
Thompson-Vision Expedition, Inc. ("CLTVE") in exchange for $500,000 in cash. The
note provides for interest at ten percent per year with the principal and
accrued interest due and payable on December 31, 1997. The Company received the
note as part of a proposed merger with CLTVE.
RESULTS OF OPERATIONS
The Company conducted no operations during the period being reported on.
Expenses, primarily legal fees related to the proposed merger, exceeded interest
and dividend income during the period. Other Income (loss) reflects the decrease
in market value of securities owned.
LIQUIDITY AND CAPITAL RESOURCES
Net Assets of the Company, approximately $804,000 dollars as of April 30, 1997,
are deemed sufficient by management to take advantage of potential business
opportunities as they may arise, specifically to complete the merger with CL
Thompson-Vision Expeditions, Inc.
The Company anticipates paying only nominal dividends, if any, to eliminate
possible liability for Federal Personal Holding Company Tax.
Part II -- Other Information
Item 6: Exhibits and Reports on Form 8-K.
The Company filed a current report on form 8-K on April 10, 1997 describing its
acquisition of the $500,000 note receivable under Item 2 and the possible change
in control which would occur if the contemplated merger with CLTVE is
consummated as described in Item 1 of such report. The Company filed pro-forma
financial statements in connection with such report.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities 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
Dated: July 21 1997 /s/Michael E. Jacobson
----------------------
Michael E. Jacobson, Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> APR-30-1996
<EXCHANGE-RATE> 1
<CASH> 226
<SECURITIES> 2
<RECEIVABLES> 6
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 798
<PP&E> 13
<DEPRECIATION> 0
<TOTAL-ASSETS> 811
<CURRENT-LIABILITIES> 7
<BONDS> 0
0
0
<COMMON> 168
<OTHER-SE> 636
<TOTAL-LIABILITY-AND-EQUITY> 811
<SALES> 0
<TOTAL-REVENUES> 11
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (38)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38)
<EPS-PRIMARY> (.005)
<EPS-DILUTED> (.005)
</TABLE>
