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Previous: TSUNAMI CAPITAL CORP, 10QSB, 1997-03-07 |
Next: AGP & CO INC, RW, 1997-03-07 |
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 January 31, 1996
[ ] 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 24, 1996
- -----------------------------------------------------------------
<PAGE>
INDEX
TSUNAMI CAPITAL CORPORATION
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed statements of financial
condition - January 31, 1996
and October 31, 1995 1
Condensed statements of income - three
month periods ended January 31, 1996
and January 31, 1995 2
Statement of changes in Stockholder's
Equity for the period November 1,
1994 - January 31 ,1996 3
Statement of cash flows for the three
month periods ended January 31, 1996
and January 31, 1995 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
($,000 omitted, unaudited)
January 31, 1996 October 31 ,1995
ASSETS (unaudited) (*)
---------------- ----------------
Cash and cash equivalents 553 629
Receivables 1 5
Securities available for sale 215 162
Deferred Income Taxes 37 38
Fixed and Other Assets 14 14
---- ----
TOTAL ASSETS 820 848
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Payables and Accrued Expenses 4 5
---- ----
TOTAL LIABILITIES 4 5
STOCKHOLDERS' EQUITY
Common stock-no par value-
200,000,000 shares authorized-
7,644,534 shares issued and
outstanding 168 168
Retained earnings 723 760
Unrealized depreciation on
securities (75) (85)
---- ----
TOTAL STOCKHOLDERS' EQUITY 816 843
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 820 848
==== ====
(*) Condensed from audited financial statements.
-1-
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
CONDENSED INCOME STATEMENTS
(unaudited)
($,000 omitted except per share amounts)
Three Months ended January 31,
1996 1995
---- ----
Interest and divided income 6 8
Costs and expenses 2 2
--------- ---------
Operating income (loss) 4 6
Other income (loss) (2) (28)
--------- ---------
Income (loss) before provision
(benefit) for Income Taxes 2 (22)
Provision (benefit) for
Income Taxes - -
--------- ---------
Net Income (loss) 2 (22)
========= =========
Net Income (loss) Per Share .0003 (.003)
========= =========
Weighted average number of
shares outstanding 7,644,534 7,644,534
========= =========
-2-
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period November 1, 1994 through January 31, 1996
(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, 1994 7,644,534 168 --- 699 867
Re-classification (66) 66
Distribution Declared
on Common Stock --- --- --- (38) (38)
December 20, 1994
Change in valuation-
Securities Available (18) (18)
Net income (loss) for
the year ended --- --- --- 33 33
October 31, 1995
---------------------------------------------------------------------------------------------------
Balance -
October 31, 1995 7,644,534 168 (84) 760 844
Dividend Declared on
Common Stock --- --- --- (38) (38)
December 5, 1995
Change in Valuation --- --- 9 --- 9
Net income for the
three months ended --- --- --- 2 2
January 31 ,1996
Rounding --- --- --- (1) (1)
---------------------------------------------------------------------------------------------------
Balance -
January 31, 1996 7,644,534 168 (75) 723 816
===================================================================================================
</TABLE>
-3-
<PAGE>
TSUNAMI CAPITAL CORPORATION
---------------------------
STATEMENT OF CASH FLOWS (unaudited- $,000 omitted)
<TABLE>
<CAPTION>
Three months ended January 31
Cash Flows from Operating Activities 1996 1995
- ------------------------------------ ---- ----
<S> <C> <C>
Interest and Dividends Received 5 7
Income Tax Refund Received 0 2
Cash paid to employees and suppliers of other goods
and services (2) (5)
Other operating Cash receipts 5 0
Income taxes paid 0 0
----- -----
Net cash from operating activities 8 4
Cash Flows from Investing Activities
- ------------------------------------
Purchase of investment securities (46) 0
----- -----
Net cash (used in) investing activities (46) 0
Cash Flows from Financing Activities
- ------------------------------------
Distributions on Common Stock (38) (38)
----- -----
Net cash (used in) financing activities (38) (38)
Net increase (decrease) in cash (76) (34)
Beginning cash and equivalents 629 613
----- -----
Cash and equivalents-end of period 553 579
===== =====
Reconciliation of net income to net cash from operating activities:
Net Income (loss) 2 (22)
Effects of deferrals and accruals on operating receipts
and payments:
Decrease (Increase) in receivables 4 (2)
Decrease (Increase) in other assets 3 13
Increase (Decrease) in accounts payable 0 (3)
Increase (Decrease) in accrued expenses 0 (11)
Effects of items whose case effects are investing or financing cash flows:
Depreciation and amortization 0 1
Unrealized loss (gain) on investments (1) 28
----- -----
Net cash from operating activities 8 4
===== =====
</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 other than providing a vehicle to
take advantage of business opportunities which management believes arise from
time to time. During the previous fiscal year, the Company made a loan in the
amount of $550,000 to a Limited Liability Company. The loan was made pursuant to
a letter of intent between the parties in contemplation of a business
combination. During the period being reported on, the loan was paid in full and
the letter of intent between the two parties was terminated.
RESULTS OF OPERATIONS
The Company conducted no operations during the period being reported on.
Interest and dividend income exceeded costs and expenses during the period.
LIQUIDITY AND CAPITAL RESOURCES
Net Assets of the Company, approximately $816,000 dollars as of January 31,
1996, are deemed sufficient by management to take advantage of potential
business opportunities as they may arise.
The Company anticipates paying only nominal dividends to eliminate possible
liability for Federal Personal Holding Company Tax. During the period being
reported on, the Company declared as dividend of one-half cent per common share
to holders of record December 15, 1995, payable December 29, 1995.
Part II -- Other Information
Item 6: Exhibits and Reports on Form 8-K
a. Exhibits - none.
b. On January 30, 1996, the Company filed a Current
Report on form 8-K to reflect the receipt of proceeds
of a Note that was held in conjunction with a letter
of intent to effect a business combination. The
letter of intent was subsequently terminated.
-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
Dated: March 3, 1997 /s/Michael E. Jacobson
----------------------------------------
Michael E. Jacobson, Treasurer
-6-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-31-1996
<EXCHANGE-RATE> 1
<CASH> 553
<SECURITIES> 215
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 806
<PP&E> 26
<DEPRECIATION> 12
<TOTAL-ASSETS> 820
<CURRENT-LIABILITIES> 4
<BONDS> 0
0
0
<COMMON> 168
<OTHER-SE> 648
<TOTAL-LIABILITY-AND-EQUITY> 820
<SALES> 0
<TOTAL-REVENUES> 6
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2
<INCOME-TAX> 0
<INCOME-CONTINUING> 2
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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