|
|
|
|
|
|
|
|
|
|
|
|
|
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 July 31, 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 (State or other
- -----------------------------------------------------------------
jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
11811 North Tatum Boulevard, Suite 4040, Phoenix, Arizona 85028 (Address
- ------------------------------------------------------------------------
of principal executive offices) (Zip Code)
(602) 953-7980 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 September 11, 1997
- -----------------------------------------------------------------
<PAGE>
INDEX
TSUNAMI CAPITAL CORPORATION
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed statements of financial
condition - July 31, 1997
and October 31, 1996 1
Condensed statements of income - three and
nine month periods ended July 31, 1997
and July 31, 1996 2
Statement of changes in Stockholder's
Equity for the period November 1,
1995 - July 31, 1997 3
Statement of cash flows for the nine
month periods ended July 31, 1997
and July 31, 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
($,000 omitted, unaudited)
July 31, 1997 October 31, 1996
ASSETS (unaudited) (*)
------------- ----------------
Cash and cash equivalents 267 691
Receivables 20 2
Marketable Securities (at market)
Securities Available for sale -- 88
Deferred Income Taxes 3 12
Income Tax refund receivable -- 31
Prepaid Income Tax 1 --
Note Receivable 500 --
Fixed and Other Assets 13 13
--- ---
TOTAL ASSETS 804 838
=== ===
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Payables and Accrued Expenses 2 --
--- ---
TOTAL LIABILITIES 2
STOCKHOLDERS' EQUITY
Common stock-no par value-
200,000,000 shares authorized-
7,644,534 shares issued and
outstanding 168 168
Retained earnings 634 692
Unrealized depreciation on
securities (--) (23)
---- ----
TOTAL STOCKHOLDERS' EQUITY 802 837
--- ---
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 804 837
=== ===
(*) Condensed from audited financial statements.
1
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
CONDENSED INCOME STATEMENTS
(unaudited)
($,000 omitted except per share amounts)
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
July 31, July 31,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest and dividend income 15 8 36 20
Costs and expenses 4 -- 16 7
---------- ---------- ---------- ----------
Operating income 11 8 20 13
Other Income (loss) -- (57) (55) (49)
---------- ---------- ---------- ----------
Income (loss) before provision
(benefit for Income Taxes 11 (49) (35) (36)
Provision (benefit) for Income
Taxes 12 (18) (8) (15)
---------- ---------- ---------- ----------
Net Income (loss) (1) (31) (27) (21)
========== ========== ========== ==========
Net Income (loss) Per Share ( - ) (.004) (.004) (.003)
========== ========== ========== ==========
Weighted average number of
shares outstanding 7,644,534 7,644,534 7,644,534 7,644,534
========== ========== ========== ==========
</TABLE>
2
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period November 1, 1995 through July 31, 1997
(unaudited, $,000 omitted)
<TABLE>
<CAPTION>
Common 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
on Common Stock -- -- -- (38) (38)
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 nine months ended -- -- -- (27) (27)
July 31, 1997
(1) (1)
Rounding
---------------------------------------------------------------------------
Balance -
July 31, 1997 7,644,534 168 0 634 802
===========================================================================
</TABLE>
3
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
STATEMENT OF CASH FLOWS
(unaudited- $,000 omitted)
<TABLE>
<CAPTION>
Nine months ended July 31,
Cash Flows from\Operating Activities 1997 1996
- ------------------------------------ ---- ----
<S> <C> <C>
Interest and Dividends Received 18 18
Cash paid to employees and suppliers of other goods
and services (14) (8)
Other operating Cash receipts 7
Income taxes (paid)received 47 (14)
---- ----
Net cash from operating activities 51 3
Cash Flows from Investing Activities
- ------------------------------------
Sale of Investment Securities 55 86
Issuance of Notes (500)
Purchase of investment securities (46)
---- ----
Net cash (used in) investing activities (445) 40
---- ----
Cash Flows from Financing Activities
- ------------------------------------
Distributions on Common Stock (30) (38)
---- ----
Net cash (used in) financing activities (30) (38)
Net increase (decrease) in cash (424) 5
Beginning cash and equivalents 691 629
---- ----
Cash and equivalents-end of period 267 634
==== ====
Reconciliation of net income to net cash from operating activities:
Net Income (loss) (27) (21)
Effects of deferrals and accruals on operating receipts
and payments:
Decrease (Increase) in receivables (19) 3
Decrease (Increase) in other assets 40 (23)
Increase (Decrease) in accounts payable 2 0
Increase (Decrease) in accrued expenses -- (4)
Effects of items whose case effects are investing or financing cash flows:
Loss (gain) on sale of investments 66 7
Unrealized loss (gain) on investments (11) 41
---- ----
Net cash from operating activities 51 3
==== ====
</TABLE>
For purposes of this report, money market funds
are considered cash equivalents.
4
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial condition and Results
of Operations
GENERAL
The Company currently conducts no operations. Prior to 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. Subsequent to the period being
reported on, the Company received another note from CLTVE on the same terms in
the principal amount of $250,000. in exchange for cash. The Company completed
the merger transaction with CLTVE on September 12, 1997.
RESULTS OF OPERATIONS
The Company conducted no operations during the period being reported on.
Interest and dividend income exceeded expenses. In order to conservatively
reflect the income tax effect of securities sold during the period, the Company
took a charge against earnings during the quarter in the amount of $10,000 for
the impairment of its deferred tax asset.
LIQUIDITY AND CAPITAL RESOURCES
Net Assets of the Company, approximately $803,000 dollars as of July 31, 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.
a. Exhibits - none.
5
<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
/s/ Michael E. Jacobson
Dated: September 15, 1997 -------------------------------
Michael E. Jacobson, Treasurer
/s/ Anthony Silverman
Dated: September 15, 1997 -------------------------------
Anthony Silverman, President
6
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUL-31-1997
<EXCHANGE-RATE> 1
<CASH> 267
<SECURITIES> 0
<RECEIVABLES> 520
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 791
<PP&E> 13
<DEPRECIATION> 0
<TOTAL-ASSETS> 804
<CURRENT-LIABILITIES> 2
<BONDS> 0
0
0
<COMMON> 168
<OTHER-SE> 634
<TOTAL-LIABILITY-AND-EQUITY> 804
<SALES> 0
<TOTAL-REVENUES> 36
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (35)
<INCOME-TAX> (8)
<INCOME-CONTINUING> (27)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
|
|