<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended ___September 30,1997_______
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to __________
Commission file number ___________________________________
INTERUNION FINANCIAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 87-0520294
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
249 Royal Palm Way, Suite 301 H, Palm Beach, Fl 33480
(Address of principal executive offices) (Zip Code)
(561) 820 - 0084
(Issuer's telephone number)
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of share outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: $0.001 Par Value Common Shares -
1,220,250 as of October 31,1997.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
<PAGE> 2
Part I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
6 mos ended 6 mos ended 12 mos ended 12 mos ended
Sept.-97 Sept.-96 Mar-97 Mar-96
<S> <C> <C> <C> <C>
REVENUES
Commissions, trading & investment income................... 1,998,661 2,109,534 4,843,951 4,500,899
Fee Revenue ............................................... 629,578 317,308 868,232 1,356,296
---------- ---------- ----------- -----------
2,628,239 2,426,842 5,712,183 5,857,195
---------- ---------- ----------- -----------
EXPENSES
Selling, General & Administration ......................... 2,345,174 2,533,711 5,214,477 5,729,997
Foreign Exchange Loss (Gain)............................... (17,241) (1,027) 31,067 (33,058)
Interest & Bank Charges Expense (Income)................... 9,425 (13,560) (23,034) (37,337)
Amortization & Depreciation ............................... 116,191 119,568 240,912 244,739
---------- ---------- ----------- -----------
2,453,549 2,638,692 5,463,422 5,904,341
---------- ---------- ----------- -----------
PROFIT (LOSS) FROM CONTINUING OPERATIONS - BEFORE
INCOME TAXES ............................................... 174,690 (211,850) 248,761 (47,146)
PROVISION FOR INCOME TAXES (RECOVERABLE) ................... 64,370 6,533 88,085 28,232
---------- ---------- ----------- -----------
PROFIT (LOSS) FROM CONTINUING OPERATIONS ................... 110,320 (218,383) 160,676 (75,378)
Gain (Loss) from Discontinued Operation ................... 691 (36,145) (390,829) (546,544)
Gain on Disposal of Discontinued Assets ................... 803,483 -- 117,296
---------- ---------- ----------- -----------
NET PROFIT (LOSS) FOR THE PERIOD ........................... 914,494 (254,528) (230,153) (504,626)
FOREIGN EXCHANGE TRANSLATION EFFECT ........................ 344 -- (9,197) --
RETAINED EARNINGS (DEFICIT)
- - Beginning of Period ..................................... (1,567,478) (1,328,128) (1,328,128) (823,502)
---------- ---------- ----------- -----------
RETAINED EARNINGS (DEFICIT)
- - End of Period ............................................ (652,640) (1,582,656) (1,567,478) (1,328,128)
========== ========== =========== ===========
FINANCIAL OVERVIEW
Common Shares Outstanding ................................. 1,220,250 969,714 969,714 692,558
Weighted Average Shares Outstanding ....................... 1,229,616 738,129 907,097 501,335
EPS - From Continuing Operations .......................... 0.09 (0.30) 0.18 (0.15)
EPS - From Discontinuing Operations ....................... 0.65 (0.05) (0.43) (0.86)
EPS ....................................................... 0.74 (0.35) (0.25) (1.01)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 2 of 11
<PAGE> 3
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
6 mos at 6 mos at 12 mos at 12 mos at
Sept.-97 Sept.-96 Mar-97 Mar-96
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash ....................................................... 816,750 587,949 349,738 674,159
Due from brokers and dealers ............................... 1,737,083 3,629,834 166,062 1,168,190
Client deposits............................................. 1,577,419 2,865,584 5,967,989 2,093,966
Marketable securities ...................................... 739,840 292,014 29,457,965 2,625,585
Accounts receivable ........................................ 334,953 954,704 226,663 148,078
Income tax receivable ...................................... 22,197 20,506 22,197 1,597
Prepaid expenses and other current assets .................. 32,927 118,118 151,483 65,698
Notes receivable ........................................... 678,074 -- -- --
---------- ---------- ---------- ----------
5,939,243 8,468,709 36,342,097 6,777,273
---------- ---------- ---------- ----------
Capital assets .............................................. 1,507,259 1,721,494 1,609,905 1,827,240
Notes receivable ........................................... 302,460 -- -- --
Long term investments ....................................... 3,202,233 140,000 256,945 140,000
Goodwill and non-current assets ............................. 383,378 405,286 394,332 416,240
Discontinued Assets ......................................... -- 215,123 217,228 203,254
---------- ---------- ---------- ----------
5,395,330 2,481,903 2,478,410 2,586,734
---------- ---------- ---------- ----------
11,334,573 10,950,612 38,820,507 9,364,007
========== ========== ========== ==========
CURRENT LIABILITIES
Due to brokers and dealers ................................. 1,841,092 -- 33,012,864 2,499,665
Due to clients ............................................. 1,329,759 6,388,090 1,320,874 3,035,310
Accounts payable and accrued liabilities ................... 422,795 591,660 257,470 314,030
Notes payable .............................................. 877,412 -- -- --
---------- ---------- ---------- ----------
4,471,058 6,979,750 34,591,208 5,849,005
---------- ---------- ---------- ----------
Due to related parties ...................................... 300,000 -- -- 119,462
Notes payable ............................................... 199,338 -- -- --
Discontinued Liabilities .................................... -- 488,160 504,962 361,692
Deferred income tax liability .............................. 110,000 -- 85,000 --
---------- ---------- ---------- ----------
609,338 488,160 589,962 481,154
---------- ---------- ---------- ----------
SHAREHOLDERS EQUITY
Capital Stock and additional paid-in capital ............... 6,906,817 5,065,358 5,206,815 4,361,976
Retained Earnings (Deficit)................................. (652,640) (1,582,656) (1,567,478) (1,328,128)
---------- ---------- ---------- ----------
6,254,177 3,482,702 3,639,337 3,033,848
---------- ---------- ---------- ----------
11,334,573 10,950,612 38,820,507 9,364,007
========== ========== ========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 3 of 11
<PAGE> 4
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
6 mos ended 6 mos ended 12 mos ended 12 mos ended
Sept.-97 Sept.-96 Mar-97 Mar-96
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss)................................................ 914,494 (254,528) (230,153) (504,626)
Amortization ................................................... 116,191 119,568 240,912 244,739
Non cash compensation ........................................... 120,000 117,500
Gain on disposition of discontinued operations .................. (117,296)
Deferred income tax ............................................. 25,000 85,000
----------- ---------- ----------- -----------
1,175,685 (134,960) 213,259 (377,183)
Increase (decrease) in due to/from brokers and
dealers, net ................................................... (32,742,793) (4,961,309) 31,515,327 (28,663,907)
Increase (decrease) in due to/from clients, net ................. 4,399,455 2,581,162 (5,588,459) 15,720,553
Increase (decrease) in marketable securities .................... 28,620,758 2,333,571 (26,882,380) 13,056,486
Increase (decrease) in accounts receivable &
sundry assets ................................................... 10,266 (910,091) (184,970) (136,916)
Decrease (increase) in accounts payable and
accrued liabilities ............................................. 165,325 306,898 (56,560) 30,571
Increase (decrease) in assets and liabilities
related to discontinued operations .............................. (287,734) 114,599 129,296 31,629
----------- ---------- ----------- -----------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES ....................... 1,340,962 (670,130) (854,487) (338,767)
----------- ---------- ----------- -----------
FINANCING ACTIVITIES
Capital stock and additional paid-in capital issued ............. 1,580,002 703,382 727,339 555,000
Increase (decrease) in due to related parties ................... 300,000 (119,462) (119,462) 18,589
Notes payable ................................................... 877,412 -- -- --
----------- ---------- ----------- -----------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES ..................... 2,757,414 583,920 607,877 573,589
----------- ---------- ----------- -----------
INVESTING ACTIVITIES
Capital assets .................................................. (12,688) -- (10,866) (37,872)
Long term investments ........................................... (2,940,602) -- (66,945) (13,472)
Notes receivable ................................................ (678,074) -- -- --
----------- ---------- ----------- -----------
CASH PROVIDED (USED) IN INVESTING ACTIVITIES ..................... (3,631,364) -- (77,811) (51,344)
----------- ---------- ----------- -----------
INCREASE (DECREASE) IN CASH ...................................... 467,012 (86,210) (324,421) 183,478
CASH - Beginning of year ......................................... 349,738 674,159 674,159 490,681
----------- ---------- ----------- -----------
CASH - End of year ............................................... 816,750 587,949 349,738 674,159
=========== ========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 4 of 11
<PAGE> 5
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997
1. Interim information is unaudited; however, in the opinion of management, all
adjustments necessary for a fair statement of interim results have been
included in accordance with Generally Accepted Accounting Principles. All
adjustments are of a normal recurring nature unless specified in a separate
note included in these Notes to Consolidated Financial Statements. The results
for interim periods are not necessarily indicative of results to be expected
for the entire fiscal year. These financial statements and notes should be
read in conjunction with the Company's annual consolidated financial statements
and the notes thereto for the fiscal year ended March 31, 1997, included in its
Form 10-KSB for the year ended March 31,1997 .
2. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL
a. During the current fiscal year, the Company changed its authorized share
capital as follows:
1,500,000 Non-cumulative, non-participating, ($0.10 par value)
Class A Preference shares entitled to 100 votes for every
one share issued
1,000 Non-cumulative, non-participating, non-voting Class
B preference shares with a par value to be determined at
the date of first issuance ($0.10 par value)
1,000 Non-cumulative, non-participating, non-voting Class
C preference shares convertible into common shares at a
conversion rate to be determined at the date of first
issuance ($0.10 par value)
2,500,000 Common shares ($0.001 par value)
b. During the first quarter, the Company issued 60,000 incentive stock options
with an exercise price of $3.00. These stock options were exercised for a net
funding of $180,000.
c. During the second quarter, 15,000 share purchase warrants were exercised, for
net proceeds of $90,000. In addition the Company canceled 50,000 shares.
3. In the first quarter of fiscal 1998, the Company crystallized its investment
in Receptagen Ltd. described in the Company's audited consolidated statements
dated March 31, 1997 and its annual filing. This investment is recorded as a
long term investment on the Company's balance sheet. The Company assumed the
financial responsibility of $678,074 in notes payable by Receptagen and issued
225,536 shares and 225,536 InterUnion share purchase warrants. In return,
InterUnion received approximately 21,284,898 units of Receptagen and a note
receivable for $678,074 from Receptagen. Each InterUnion share purchase
warrant entitles the holder to purchase one share of InterUnion at $4.00. Each
Receptagen unit is exchangeable into one Receptagen Common Share and one
Receptagen warrant. Each Receptagen warrant entitles the holder to purchase
one Receptagen share at C$0.14. InterUnion subsequently disposed of 8,189,655
Receptagen units, to hold 13,095,243.
4. During the second quarter, the Company sold its investment in Reeve, Mackay
& Associates Ltd., InterUnion's auctionneering & appraisal business. The
deconsolidation of Reeve, Mackay, permitted the Company to record a one time
extraordinary gain on the disposition of $803,483 which represented the excess
of the net liabilities of Reeve, Mackay over the net assets.
The terms of the sale required the Company to finance the transaction
valued at $575,000 at interest rate of 5.5%. The terms also required the
purchaser to pay $90,000 within 90 days of the closing, July 1,1997. In
September, the Company received $260,750. The balance of the note is recorded
on the balance sheet at $302,460.
Page 5 of 11
<PAGE> 6
5. On July 1, the Company acquired a 33.33% interest in Leon, Fraser Black &
Associates Limited, an investment management firm. This acquisition was
recorded at a cost of $1,062,120 and will be accounted for under the equity
method, as a long term investment. The terms of the acquisition requires the
Company to pay the selling shareholders C$274,550 (USD$199,338) on the first and
second anniversary of the transaction for a total of C$549,097.50. This amount
can also be adjusted depending on the assets under management on the first
anniversary. These amounts are accounted for on the balance sheet in equal
amounts as notes payable under current liabilities and liabilities.
6. Earnings per share is computed using the weighted average number of common
shares outstanding during the period. Loss per share is computed using the
weighted average number of common shares outstanding during the period.
7. The interim consolidated financial statements for the period ending
September 30, 1996 has been reclassified to reflect the Company's sale of its
auction house, Reeve, Mackay & Associates Ltd.
Page 6 of 11
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) OVERVIEW
During second quarter of fiscal 1998, InterUnion reported consolidated revenues
of $2.6 million versus $2.4 million a year earlier.
Selected financial data from InterUnion's financial statements is (figures in
000's except per share data):
<TABLE>
<CAPTION>
6 mo. ended 6 mo. ended 3 mo. ended 3 mo. ended
Sept. - 97 Sept. - 96 Sept. - 97 Sept. - 96
<S> <C> <C> <C> <C>
Revenues .................... 2,628 2,427 1,155 969
Net Profit (Loss) ........... 914 (255) 816 (277)
EPS - Operations ............ 0.09 (0.30) 0.01 (0.37)
EPS - Discontinued Operations 0.65 (0.05) 0.65 0.00
EPS ......................... 0.74 (0.35) 0.66 (0.37)
Working Capital ............. 1,468 1,489 1,468 1,489
Cash Flow ................... 1,176 (135) 899 (216)
Total Assets ................ 11,335 10,951 11,335 10,951
Shareholders' Equity ........ 6,254 3,483 6,254 3,483
Common Share, # ............. 1,220,250 969,714 1,220,250 969,714
Book Value Per Share ........ 5.12 3.59 5.12 3.59
</TABLE>
In the first quarter of fiscal 1998, InterUnion crystallized the
recapitalization plan of Receptagen Ltd. InterUnion assumed the financial
responsibility of $678,074 in notes payable by Receptagen and issued 225,536
shares and 225,536 InterUnion share purchase warrants. In return, InterUnion
received approximately 21,284,898 units of Receptagen and a note receivable for
$678,074 from Receptagen. Each InterUnion share purchase warrant entitles the
holder to purchase one share of InterUnion at $4.00. Each Receptagen unit is
exchangeable into one Receptagen Common Share and one Receptagen warrant. Each
Receptagen warrant entitles the holder to purchase one Receptagen share at
C$0.14. InterUnion subsequently disposed of 8,189,655 Receptagen units to hold
13,095,243.
During the second quarter, InterUnion focused solely on financial services and
activities. InterUnion sold Reeve, Mackay and acquired a 33.33% interest in
Leon, Fraser Black & Associates Limited, an investment management firm with
over C$200 million in assets under management.
(2) NET REVENUES
For the first six months of fiscal 1998, InterUnion reported consolidated
revenues of $2.6 million versus $2.4 million a year earlier, for an increase of
8.3%. Revenues for the three months to September 1997 were $1.2 million versus
$0.97 million, for an increase of 23.7%. The increase in revenue is
attributable to the increase in Fee Revenue as the Company concentrated on
investment banking services.
(3) EXPENSES
Expenses for the first six months of fiscal 1998 decreased by $185,143, to
$2,453,549 from $2,638,692 for the same period a year earlier. This translates
into a 7.0% reduction. The reduction is attributable to the gain on foreign
exchange and lower Selling, Marketing & Research costs due to the investment
banking activities mentioned above.
(4) NET INCOME
Net income from operations for the six months ending September 30, 1997 was
$914,494 or $0.74 per share versus a loss of $254,528 or $0.35 per share a year
earlier. Net income for the three months ending September 30,1997 is $815,702
or $0.66 per share versus a loss of $276,664 or $0.38 in 1996. The increase in
EPS is due to the increase in Fee
Page 7 of 11
<PAGE> 8
Revenue that the firm earned and the reduction in Selling, Marketing & Research
costs described above and the gain on the sale of the Company's auction
subsidiary Reeve, Mackay (see note 4, to the interim consolidated financial
statements included in our Form 10-QSB for the period ending September 30,
1997.
For the six months ending September 30, 1997, InterUnion recorded a gain from
discontinued operation of $691 versus a loss of $36,145 a year earlier. The
increase in income from discontinued operation is due to InterUnion's auction
subsidiary, Reeve, Mackay & Associates, ability to break-even in the quarter.
The Company recorded a gain of $803,483 which represents the excess of the net
liabilities of Reeve, Mackay over the net assets.
The average number of common shares outstanding for the six months ending
September 30, 1997 is 1,229,616 versus 738,129 a year earlier. The Company
issued additional shares in the form of Regulation "S" financings during the
period in order to finance its expansion and the cash flow requirements of its
subsidiaries. During the period, common shares were issued in the
recapitalization of Receptagen Ltd. under Rule 144 and upon the exercise of
both compensation options and warrants. In addition, the Company canceled
50,000 shares in September 1997.
(5) LIQUIDITY AND CAPITAL RESOURCES
With the exception of the balance of sale for the acquisition of Leon, Fraser,
Black & Associates Limited, the Company does not have any long term debt. In
order to meet its growth plans, and any operating cash if required, the
Company's current policy is to issue additional capital stock. To date the
Company has done this through the issuance of Confidential Private Placement
Offerings under Regulation "D" or Regulation "S". The following are details of
these private placements:
<TABLE>
<CAPTION>
Date # of Shares Amount Type
-------------- ----------- --------- --------------------
<S> <C> <C> <C>
April 1994 2,500 $10,000 Regulation "D"
May 1994 5,000 20,000 Regulation "D"
July 1994 11,250 35,000 Regulation "D"
August 1994 43,511 87,022 Regulation "D"
October 1994 5,000 50,000 Regulation "D"
March 1995 75,000 300,000 Regulation "D"
June 1995 62,500 125,000 Regulation "D"
October 1995 100,000 200,000 Regulation "D" & "S"
March 1996 160,000 320,000 Regulation "D"
September 1996 277,142 759,710 Regulation "S"
June 1997 60,000 180,000 Regulation "S"
September 1997 15,000 90,000 Regulation "S"
September 1997 (50,000) (260,750) Cancellation
</TABLE>
The cancellation of the 50,000 shares in September represents the initial
payment on the sale of Reeve, Mackay & Associates Ltd.
(6) ACQUISITION PROGRAM AND NEW RESEARCHES CORPORATION
In July 1997, InterUnion acquired a 33% interest in Leon Fraser, Black &
Associates Limited. ("LFB"). InterUnion's investment in LFB has been financed
from working capital. LFB has approximately C$200 million under management,
thus bringing total assets under management through the InterUnion Group of
companies to almost C$300 million. This investment is reflected in InterUnion's
financial statements for the second quarter of fiscal 1998.
InterUnion's management continues to explore opportunities for the acquisition
of operating companies that will provide additional liquidity and cash flow.
Such acquisitions would be financed by the issuance of common stock from
treasury or, if required, by means of private placement. Management has
investigated a number of opportunities, and to date, has secured an option on
New Researches and finalized the investment banking facilities offered to
Receptagen as they have
Page 8 of 11
<PAGE> 9
met the Company's objectives. The Company is also considering special
situation acquisitions linked to bridge financing activities.
(7) CONCLUDING REMARKS
There are no other known trends, events or uncertainties that may have, or are
reasonably likely to have, a material impact on the Company's short-term or
long-term liquidity that it has not been discussed above.
In addition, there are no significant income or losses that have risen from the
Company's continuing operations that have not been analyzed or discussed above.
In addition, there has not been any material change in any line item that is
presented on the financial statements which has not been discussed above.
(8) CERTAIN RISK FACTORS WHICH MAY IMPACT FUTURE OPERATIONS
The Company and its subsidiaries operate in a rapidly changing environment that
involves a number of factors, some of which are beyond management's control,
such as financial market trends and investors' appetite for new financings.
Forward-looking statements included in Management's Analysis and Discussion
reflects management's best judgment based on known factors and involve risks
and uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements. Forward-looking information
is provided by InterUnion pursuant to the safe harbor established by recent
securities legislation and should be evaluated in the context of these factors.
In the opinion of management the financial statements for the periods ending
September 30, 1997 accurately reflect the operations of the Company and its
subsidiaries. The Company has taken every reasonable step to assure itself
that its quarterly financial statements do not represent a distorted picture to
anyone having a business reason to review such statements and who has also
reviewed its previous audited annual financial statements for the year ended
March 31, 1997.
Page 9 of 11
<PAGE> 10
ITEM 1 - LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceeding, nor is its
property the subject of a pending legal proceeding for which the claims,
exclusive of interest and costs, exceed 10% of the current assets of the
Company on a consolidated basis.
ITEM 2 - CHANGES IN SECURITIES
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in the payment of principal or interest with
respect to any senior indebtedness of InterUnion Financial Corporation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following items were put to a vote of security holders, during the period as
per the Company's filing of its Schedule 14C, which is referred to by reference.
A. On the proposal to have the Special meeting held in lieu of an
annual meeting of the shareholders of InterUnion. Approved.
B. On the proposal to receive the consolidated financial statements of
the Company for the fiscal year ended March 31, 1997, together
with the report of the auditors therein and the Annual Report of the
directors to the shareholders. Approved.
C. On the proposal to elect Mr. Georges Benarroch, Dr. Colin Bier,
Ms. Karen Lynn Bolens, Ms. Ann Glover, Mr. Selwyn J. Kletz and
Mr. Jacques Meyer de Stradelhofen to the Board of Directors to serve
until the next shareholders meeting and have Mr. Georges Benarroch
serve as Chairman. Approved.
D. On the proposal to authorize the Board of Directors to appoint the
auditors and to fix the remuneration that the auditors are to be
paid. Approved.
E. On the proposal to approve an amendment (the "Amendment") to the
Corporation's Certificate of Incorporation, as amended, to decrease
the authorized Common Stock of the Corporation from 100,000,000
shares to 2,500,000, to decrease the authorized Class B Preferred
Share from 50,000,000 to 1,000 shares and to decrease the authorized
Class C Preferred Share from 50,000,000 to 1,000 shares. The
decrease in authorized Common Stock and Class B and C Preferred
Shares will reduce the Franchise Tax as computed by the State of
Delaware pursuant to the laws of the State of Delaware. Approved.
ITEM 5 - OTHER INFORMATION
None.
Page 10 of 11
<PAGE> 11
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 Financial Data Schedule (for S.E.C. use only).
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
InterUnion Financial Corporation
--------------------------------
(Registrant)
Date November 12, 1997 /s/ Georges Benarroch, Director
- ------------------------ --------------------------------
(Signature)*
Date November 12, 1997 /s/ Ann Glover, Director
- ------------------------ ---------------------------------
(Signature)*
* Print the name and title of each signing officer under his signature.
Page 11 of 11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERUNION
FINANCIAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-QSB
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 816,750
<SECURITIES> 739,840
<RECEIVABLES> 357,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,939,243
<PP&E> 2,102,883
<DEPRECIATION> (595,624)
<TOTAL-ASSETS> 11,334,573
<CURRENT-LIABILITIES> 4,496,058
<BONDS> 199,338
<COMMON> 1,220
0
150,000
<OTHER-SE> 6,252,957
<TOTAL-LIABILITY-AND-EQUITY> 11,334,573
<SALES> 0
<TOTAL-REVENUES> 2,628,239
<CGS> 0
<TOTAL-COSTS> 2,345,174
<OTHER-EXPENSES> 98,950
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,475
<INCOME-PRETAX> 174,690
<INCOME-TAX> 64,370
<INCOME-CONTINUING> 110,320
<DISCONTINUED> 804,174
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 914,494
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.56
</TABLE>
