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
For the fiscal year ended: October 31, 1996
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
-1-
<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 [X].
State issuer's revenues for its most recent fiscal year.
-0-
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 27, 1997
-----------
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 27, 1997
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
10/31/96).
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.
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 terminated a letter of intent for
the possible merger of American Wireless Systems of Minneapolis. Management
continues to evaluate business opportunities as they are presented to them.
Management is currently in negotiations for a possible business combination,
however no definitive agreements have been reached.
Item 2. Properties
----------
The Company occupies premises leased by its former subsidiary, Paradise Valley
Securities, Inc., and currently pays no rent.
-3-
<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 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
January 1996 - March 1996 0.125 0.125
April 1996 - June 1996 0.125 0.125
July 1996 - September 1996 0.125 0.125
October 1996 - December 1996 0.125 0.125
(b) As of December 31, 1996 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 5, 1995 December 15, 1995 December 29, 1995 $0.005
December 24, 1996 December 30, 1996 December 31, 1996 $0.004
The Board of Directors determines whether or not to pay a dividend, and the
amount thereof. There is no assurance of any future dividends.
-4-
<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.
Interest Income for the period being reported on is lower than in previous years
primarily due to the higher interest rate received in the previous year on the
loan to American Wireless Systems of Minneapolis versus rates paid by financial
institutions.
The Company classified 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 prevents any meaningful comparison to
prior years results.
LIQUIDITY AND CAPITAL RESOURCES
The net liquid assets of the Company, approximately $ 800,000 as of October 31,
1996, 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, 1996 and 1995
<PAGE>
EVERS & COMPANY, LTD.
---------------------
CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
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, 1996 and 1995 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 audits 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, 1996 and 1995 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Evers & Company, LTD.
January 24, 1997
Evers & Company, LTD
Phoenix, Arizona
1440 EAST MISSOURI*SUITE 175*PHOENIX*ARIZONA 85014
(602)230-4480*FAX (602)240-9570
<PAGE>
TSUNAMI CAPITAL CORPORATION
Balance Sheets
October 31, 1996 and 1995
Assets 1996 1995
------ ---- ----
Current Assets:
Cash and cash equivalents $ 691,380 $ 628,700
Securities available for sale 87,957 162,212
Deferred income taxes 12,000 38,000
Income tax refunds receivable 31,000 -
Other receivables 1,720 5,250
-------- --------
Total current assets 824,057 834,162
-------- --------
Furniture & equipment, net of accumulated
depreciation of $13,553 in 1996 and $12,090 in 1995 12,517 13,980
-------- --------
$ 836,574 $ 848,142
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
Accounts payable $ 82 $ -
Income taxes payable - 4,510
-------- --------
Total current liabilities 82 4,510
-------- --------
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 691,760 759,685
Unrealized depreciation on securities ( 23,049) (83,834)
-------- --------
Net stockholders' equity 836,492 843,632
-------- --------
$ 836,574 $ 848,142
======== ========
See accompanying notes to financial statements.
<PAGE>
TSUNAMI CAPITAL CORPORATION
Statements of Operations
Years ended October 31, 1996 and 1995
1996 1995
---- ----
Revenue $ - $ -
General & administrative expenses 9,134 16,698
--------- ---------
( 9,134) ( 16,698)
--------- ---------
Other income, expense
Gain (loss) on sale of securities ( 81,252) 258
Interest and dividend income 28,075 53,918
Other - 5,450
--------- ---------
( 53,177) 59,626
--------- ---------
Net income (loss) before income taxes ( 62,311) 42,928
Provision for income taxes (recovery) ( 32,609) 9,300
--------- ---------
Net income (loss) $( 29,702) $ 33,628
========= =========
Earnings (loss) per share $( .004) $ .004
========= =========
Weighted average shares outstanding 7,644,534 7,644,534
========= =========
See accompanying notes to financial statements.
<PAGE>
TSUNAMI CAPITAL CORPORATION
Statements of Changes in Stockholders' Equity
Years ended October 31, 1996 and 1995
<TABLE>
<CAPTION>
Common Stock
------------
Number of Retained Depreciation
Shares Amount Earnings of Securities Total
------ ------ -------- ------------- -----
<S> <C> <C> <C> <C> <C>
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 - - 33,628 - 33,628
Change in valuation of securities
available for sale - - - ( 18,494) ( 18,494)
---------- --------- --------- --------- ---------
Balance at October 31,
1995 7,644,534 167,781 759,685 ( 83,834) 843,632
---------- --------- --------- --------- ---------
Dividends paid on common stock - - ( 38,223) ( 38,223)
Net income for the year - - ( 29,702) ( 29,702)
Change in valuation of securities
available for sale - - - 60,785 60,785
---------- --------- --------- --------- ---------
Balance at October 31, 1996 7,644,534 $ 167,781 $ 691,760 $( 23,049) $ 836,492
========== ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TSUNAMI CAPITAL CORPORATION
Statements of Cash Flows
Years ended October 31, 1996 and 1995
1996 1995
---- ----
Cash flows from operating activities:
Net Income (loss) $( 29,702) $ 33,628
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 1,463 1,465
Gain (loss) on sale of securities 81,252 ( 258)
Deferred income taxes ( 10,000) 9,998
Changes in operating assets and liabilities:
Income tax refunds receivable ( 31,000) -
Other receivable 3,530 ( 3,150)
Accounts payable 82 ( 3,456)
Income taxes payable ( 4,510) ( 14,490)
--------- ----------
Net cash provided by operating activities 11,115 23,737
--------- ----------
Cash flows from investing activities:
Proceeds from sale of securities 135,667 258
Purchase of securities ( 45,879) -
Loan to American Wireless - 550,000
Repayment of loan - ( 550,000)
Loans to officer - 30,000
--------- ----------
Net cash provided by investing activities 89,788 30,258
--------- ----------
Cash flows from financing activities:
Dividends paid ( 38,223) ( 38,223)
--------- ----------
Net cash used in financing activities ( 38,223) ( 38,223)
--------- ----------
Net increase in cash and cash equivalents 62,680 15,772
Cash and cash equivalents, beginning 628,700 612,928
--------- ----------
Cash and cash equivalents, ending $ 691,380 $ 628,700
========= ==========
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 12,904 $ 11,980
========= ==========
See accompanying notes to financial statements.
<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements
October 31, 1996 and 1995
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation and Operations
------------------------------------
The following is a summary of the significant accounting policies
followed by Tsunami Capital Corporation. Tsunami currently has no
significant operations. Prior to December 31, 1993, Tsunami owned
Paradise Valley Securities, a broker-dealer in Phoenix, Arizona.
The policies conform with generally accepted accounting
principles and require management to make estimates and
assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(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.
<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements, Continued
October 31, 1996 and 1995
(1) Summary of Significant Accounting Policies, continued
-----------------------------------------------------
(f) Earnings 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 in both 1996
and 1995.
(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, 1996 and 1995, the excess of cash deposits in
such accounts were $412,309 and $523,080, respectively.
(3) Securities
----------
Securities available for sale consists of 4,044 shares of Heartland
Wireless Communications common stock at October 31, 1996, and 37,077
shares of American Wireless Systems, Inc. common stock at October 31,
1995. During 1996, Heartland acquired American Wireless in a taxable
exchange and the Company received 7,805 shares of Heartland in exchange
for its entire investment in American Wireless. The Company may receive
additional shares of Heartland depending upon the settlement of certain
American Wireless obligations.
The total cost of the investments was $123,006 and $294,046 at October
31, 1996 and 1995 respectively. The gross unrealized holding loss was
$35,049 and $131,834 respectively during these periods. The unrealized
loss, net of applicable income taxes, is reflected as a component of
stockholders' equity.
During 1995, the Company converted an $84,000 convertible note from
American Wireless into 23,744 shares of common stock.
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.
<PAGE>
TSUNAMI CAPITAL CORPORATION
Notes to Financial Statements, Continued
October 31, 1996 and 1995
(4) Income Taxes
------------
The provision for income taxes consists of the following:
1996 1995
---- ----
Current $( 22,609) $ 9,300
Deferred ( 10,000) -
--------- ---------
$( 32,609) $ 9,300
========= =========
Deferred income taxes arise primarily from differences in the accounting
and tax basis of securities owned. At October 31, 1996 and 1995, the
cost of securities owned exceeded market value by approximately $35,000
and $132,000 respectively. This resulted in a deferred tax asset of
$12,000 at October 31, 1996 and $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.
(5) 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
vested on January 29, 1994. The options expire on January 29, 1998 if
not exercised.
(6) Subsequent Event
----------------
In December, 1996, the Board of Directors declared a cash dividend of
$.004 per share, for a total of $30,578.
<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/Director
Jeffrey Silverman Vice President
Emmett E. Mitchell Director
Hayden R. Fleming Director
ANTHONY SILVERMAN, age 53, 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 42, has been a registered representative with Paradise
for approximately 10 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 29, has been a registered representative since 1987.
He has been associated with Paradise since it became licensed. He is the son of
Anthony Silverman.
EMMETT E. MITCHELL, age 41, 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.
HAYDEN R. FLEMING, age 48, has been a Director since 1991. He has been President
and Chief Executive Officer of Fleming Securities, Inc., a Securities
Broker/Dealer in Scottsdale, Arizona since October 1995. Mr. Fleming was a
registered representative of Paradise from September 1989 until October 1995.
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 none of the Company's securities are registered under said Act.
-15-
<PAGE>
Item 10. Management Remuneration
-----------------------
<TABLE>
<CAPTION>
Fiscal Year
Ending Salary Bonus Sales
Name and Principal Position October 31, Commission
<S> <C> <C> <C> <C>
Anthony Silverman 1996 -0- -0- -0-
President, CEO 1995 -0- -0- -0-
1994 -0- -0- 303,037
Michael E. Jacobson 1996 -0- -0- -0-
Treasurer 1995 -0- -0- -0-
1994 -0- -0- 2,137
Hayden Fleming 1996 -0- -0- -0-
1995 -0- -0- -0-
1994 -0- -0- 386,419
</TABLE>
There were no Stock awards, Underlying Options, LTIP Payouts, or other
compensation paid during the three years ended October 31, 1996.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised In-
Unexercised the-money
Options/SAR's Options/SARs at
Shares at FY-End(#) FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Anthony Silverman -0- -0- 100,000/0 -0-
Michael E. Jacobson -0- -0- 82,492/0 -0-
Jeffrey A. Silverman -0- -0- 40,000/0 -0
</TABLE>
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<PAGE>
Compensation of Directors
- -------------------------
Directors who are full-time employees of Paradise receive no additional
compensation for serving as directors. Other 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.
-17-
<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.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Title of Class Name and address of Amount and Nature
Beneficial Owner of Ownership Percent of Class
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, Anthony Silverman
Without 9815 North 53rd Place 778,507 (1)(2) 10.1%
Par Value Phoenix, AZ 85253
Common Stock, Kay Silverman
Without 9815 North 53rd Place 1,940,173 (2)(3) 25.4%
Par Value Phoenix, AZ 85253
Common Stock, Jeffrey A. Silverman
Without 14614 North 98th Street 502,500 (4)(5) 6.5%
Par Value Scottsdale, AZ 85260
Common Stock, William B. Silverman
Without 11619 East Appaloosa 502,500 (5)(6) 6.5%
Par Value Scottsdale, AZ 85259
Common Stock, Michael E. Jacobson
Without 5856 East Agave Place 726,665 (7) 9.4%
Par Value Carefree, AZ 85377
Common Stock, Hayden R. Fleming and
Without LaDonna M. Fleming 610,383 (8) 7.9%
Par Value 10093 East Filaree Lane
Scottsdale, AZ 85262
Common Stock, J.O. Marc Summers
Without 6915 East Ranch Road 400,000 5.2%
Par Value Cave Creek, AZ 85331
</TABLE>
(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.
-18-
<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>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Title of Class Name and address of Amount and Nature
Beneficial Owner of Ownership Percent of Class
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, Anthony Silverman
Without 9815 North 53rd Place 2,718,680 (1) 35.5%
Par Value Phoenix, AZ 85253
Common Stock, Michael E. Jacobson
Without 5856 East Agave Place 726,665 (2) 9.4%
Par Value Carefree, AZ 85377
Common Stock, Jeffrey A. Silverman
Without 14614 North 98th Street 502,500 (3) 6.5%
Par Value Scottsdale, AZ 85260
Common Stock, Hayden R. Fleming
Without 10093 East Filaree Lane 610,383 (4) 8.0%
Par Value Scottsdale, AZ 85262
Common Stock, Emmett E. Mitchell
Without 11889 E. Gold Dust Ave. 140,000 (5) 1.8%
Par Value Scottsdale, AZ 85259
Common Stock, Three executive officers
Without and five directors as a 4,698,228 58.0%
Par Value group
</TABLE>
(1) Includes 1,028,507 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 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,
Treasurer, Director,
Chief Financial and
Accounting Officer
Dated: March 4, 1997
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 President,
Chief Executive Officer, Director Director, Chief Financial &
Account Officer
/s/Hayden R. Fleming /s/Emmett E. Mitchell
- ------------------------------------ ----------------------------------------
Hayden R. Fleming, Director Emmett E. Mitchell, Director
Dated: March 4, 1997
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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