INTERUNION FINANCIAL CORP, DEFS14C, 1998-08-10

INTERUNION FINANCIAL CORP
DEFS14C, 1998-08-10
MISCELLANEOUS BUSINESS CREDIT INSTITUTION

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) the Securities Exchange Act
of 1934

Check the appropriate box:

[ ] Preliminary Information Statement

[ ] Confidential, or Use of the Commission Only (as permitted by Rule
14-a-6(e)(2))

[X] Definitive Information Statement

- --------------------------------------------------------------------------------

INTERUNION FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------

Payment of Filing Fee (Check the appropriate box)

[x] No Fee Required.

[ ] Fee computed on table below per Exchange Act Rules 14-c-5(g) and 0-11

1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.

1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

<PAGE> 2

INTERUNION FINANCIAL CORPORATION
SUITE 301H, 249 ROYAL PALM WAY
PALM BEACH, FLORIDA 33480
(561) 820-0084

INFORMATION STATEMENT

August 7, 1998

DATE, TIME AND PLACE INFORMATION

The Information Statement is being mailed to the shareholders of InterUnion
Financial Corporation (the "Corporation") on or about August 12, 1998, in
connection with the Annual Meeting of Shareholders of the Corporation on
September 3, 1998 at 2.00 p.m. at the Hyatt Regency Hotel, Buffalo, New York.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

ACTIONS TO BE TAKEN

1. To receive the consolidated financial statements of the
Corporation for the fiscal year ended March 31, 1998, together with
the report of the auditors therein and the Annual Report of the
directors to the shareholders.

2. To elect the Board of Directors to serve until the next
annual meeting. The persons to be nominated to serve as directors
are as follows:

Robert W. Crosbie, Chairman Georges Benarroch
Karen Bolens Selwyn Kletz Melvyn Kalman

3. To ratify the appointment of the firm of Ahearn Jasco +
Company, Certified Public Accountants Chartered, located in Pompano
Beach, Florida as the auditors of the Corporation and to allow the
remuneration of those auditors to be set by the Board of Directors.

4. To approve the remuneration of the Corporate Secretary of the
Corporation for four years of service to the Corporation through the
issuance of an option to purchase 50,000 shares of common stock of
the Corporation at $4.00 per share.

5. To approve and ratify all actions taken by the Board of
Directors since the last annual meeting of shareholders held on
August 21, 1997, as evidenced by the Unanimous Consents in Lieu of
Special Meetings of the Board of Directors.

<PAGE> 3

6. The Corporation faces the issue of Delaware franchise taxes
each year, which such taxes may be as high as $150,000, and which
such taxes may be a consequence, at least in part, of the number of
common shares authorized by the Corporation. In order to keep such
taxes at a minimum, without having the number of common shares
authorized at a fixed level at this time the Board of Directors is
suggesting to the shareholders an amendment of the certificate of
incorporation to allow the directors to set the number of common
shares authorized to be issued by the Corporation at an amount not
exceeding 5,000,000 shares. The amendment shall not affect the par
value of the common shares or the fact that each share is entitled
to one vote.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF

<TABLE>
<S> <C> <C>
Class of Security Shares Outstanding Number of Votes
----------------------- ------------------ ---------------
Common Stock 1,935,945 1,935,945
Preferred Class A Stock 1,500,000 150,000,000
</TABLE>

Each holder of the shares properly registered at the close of business on the
day next preceding the day on which the Notice of Special Meeting of
Shareholders is given will be entitled to one vote for each share of Common
Stock and one hundred votes for each share of Class A Preferred Stock held by
such holder on all matters to come before the meeting except to the extent that
such holder has transferred any such shares after the record date and the
transferee of such shares established ownership thereof and makes a written
demand, not later than 10 days before the meeting, to be included in the list
of shareholders entitled to vote at the meeting, in which case the transferee
will be entitled to vote such shares.

Information with regards to Item 403 of Regulation S-B is not required as no
solicitation is being sought.

DIRECTORS AND EXECUTIVE OFFICERS

No material proceedings involve any directors, executive officers or persons
nominated or person chosen by the Corporation to become a director or executive
officer of the Corporation which is adverse to the Corporation.

<PAGE> 4

a) DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
Name, Municipality
of Residence Age Length of Service
- ----------------------------------------------------------------------------------
<S> <C> <C>
Robert W. Crosbie 68 Nominated as Chairman of
Toronto, Ontario Canada the Board of Directors,
June 1, 1998

Georges Benarroch 51 Appointed to Board of
Paris, France Directors
March 21, 1994

Selwyn Kletz 52 Appointed to Board of
Toronto, Ontario Canada Directors,
August 18, 1997

Karen Lynn Bolens 51 Appointed to Board of
Geneva, Switzerland Directors,
December 16, 1994

Melwyn Kalman 48 Nominated to Board of
Jersey Islands UK Directors, August 6, 1998

T. Jack Gary, III 57 Appointed as Secretary,
West Palm Beach, Florida January 30, 1995
</TABLE>

ROBERT W. CROSBIE is nominated to the position of Chairman of the Board of the
Corporation. Mr. Crosbie has been Chairman of the Board of Black Investment
Management Limited since 1973.

GEORGES BENARROCH is the President, Chief Executive Officer of the Corporation
as well as a Director and Chairman of the Audit Committee. He is also the
Chief Executive Officer, and Chairman of the Board of Credifinance Securities
Limited, President, Chief Executive Officer, and Chairman of the Board of
Credifinance Capital Inc. and Chairman of the Board of Guardian Timing
Services, Inc. The Glen-Ardith Frazer Corporation and InterUnion Asset
Management Limited -- all wholly-owned subsidiaries of the Corporation. In
addition, he is a member of the Board of Directors of, Black Investment
Management Limited, Leon Frazer, Black & Associates Limited and Receptagen
Limited. He is also the President of Equibank Inc.

<PAGE> 5

SELWYN J. KLETZ is Vice-President of the Corporation, as well as a Director.
He is also President and a member of the board of The Glen-Ardith Frazer
Corporation and InterUnion Asset Management Limited, in addition to being a
Director of Black Investment Management Limited, Guardian Timing Services, Inc.
And Leon Frazer, Black & Associates Limited. He has also held the position of
officer and partner/director with various investment firms and private/public
companies in Canada and South Africa. His experience in the investment
industry covers research, investment banking, merchant banking, corporate
finance and investment management. Mr. Kletz will be devoting 100% of his time
to the Corporation.

KAREN LYNN BOLENS serves as a Director of the Corporation. Since 1985 through
and including the present time, she has practiced as an associate attorney,
specializing in corporate, estate and family law for international clients. Ms.
Bolens' duties for InterUnion will be limited to her participation at Board
Meetings and as a member of the Audit Committee.

MELVYN KALMAN has been nominated to serve as a Director of the Corporation.
Mr. Kalman is a director of Matheson Trust Company (Jersey) Limited, a position
he has held since 1988 having previously been a partner with Leslie Norman &
Co., Jersey Chartered Accountants. He is the representative of Safeguardian
Limited, Protector of Central Investment Trust, which is the beneficial owner
of a controlling interest of the shares of the Corporation Mr. Kalman's duties
for InterUnion will be limited to his participation at Board Meetings.

T. JACK GARY, III is the Secretary of the Corporation. He is Manager of the
West Palm Beach, Florida, office of Raymond James & Associates, a national
brokerage firm, having held that position since 1995 as well as a Director.
From April 1988 to 1995, Mr. Gary was President and Chief Executive Officer of
Crown Capital Advisors, Inc., a company registered as an investment advisor
with the Securities and Exchange Commission and with the State of Florida under
the Florida Securities and Investor Protection Act. Mr. Gary will devote
approximately 10% of his time to his duties as Secretary at InterUnion.

(1) No director of InterUnion is currently a director of any other reporting
company, with the following exception: Georges Benarroch is director of
Receptagen Ltd. which is listed on the Toronto Stock Exchange and trades
on the NASD OTC Bulletin Board under the symbol RCEPF.

(2) Under Section 1 ARTICLE III, of the Corporation's By-Laws, the directors
shall serve until the next annual meeting of the stockholders, as
prescribed by the Board of Directors, at which time directors are elected
by the stockholders.

(3) No director, executive officer and beneficial owner of more than ten
percent (10%) of any class of equity securities of the Corporation failed
to file on a timely basis reports required by section 16(a) of the
Exchange Act during the most recent two fiscal years to the best of the
Corporation's knowledge.

(b) IDENTIFY SIGNIFICANT EMPLOYEES

The Corporation does not expect to receive a significant contribution from
employees that are not executive officers.

<PAGE> 6

Currently, there are no directors, executive officers or persons nominated
by the Corporation to become a director or executive officer of the
Corporation who are related to any individual who currently holds the
position of director or executive officer or is nominated to one of the said
positions.

(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No material events have occurred in the last five years that would affect
the evaluation of the ability or integrity of any director, person nominated
to become a director, executive officer, promoter or control person of the
Corporation.

(e) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

For the three fiscal years ended March 31, 1998, to the best of the
Corporation's knowledge no director, executive officer and beneficial owner
of more than ten percent (10%) of any class of equity securities of the
Corporation failed to file on a timely basis reports required by section
16(a) of the Exchange Act.

(f) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following are known by the Corporation to be the beneficial owner of
more than five percent of any class of the said issue's voting securities.

<TABLE>
<CAPTION>
Title Name and Address Amount and NaturePercent
of Class of Beneficial Owner of Beneficial Owner of Class
________________________________________________________________________________
<S> <C> <C> <C>
Common RIF Capital Inc. 293,149 15.2%
Price Waterhouse Centre
PO Box 634C
St. Michael, Barbados, WI

Common Selwyn Kletz 100,000 5.2%
499 Riverside Drive
Toronto, Ontario Canada

TOTAL
-------- ---------
393,149 20.4%
========= =========

Preferred A RIF Capital Inc. 1,500,000 100%
</TABLE>

Price Waterhouse Centre
PO Box 634C
St. Michael, Barbados, WI

<PAGE> 7

(g) SECURITY OWNERSHIP OF MANAGEMENT

The following information lists, as to each class, equity securities
beneficially owned by all directors and nominees, and of the directors and
nominees of the issuer, as a group.

<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Owner of Class

<S> <C> <C> <C>
Common Safeguardian Limited(1) 293,149 15.2%
PO Box 316
Jardine House
1 Hesley Street
St. Helier, Jersey, UK JE4 8UD

Common Robert W. Crosbie 25,404 1.3%
110 Yonge Street, #1701
Toronto, Ontario
Canada M5C 1T4

Common Selwyn J. Kletz 100,000 5.2%
499 Riverside Drive
Toronto, Ontario
Canada M6S 4B6

Preferred A Safeguardian Limited (1) 1,500,000 100.0%
PO Box 316
Jardine House
1 Hesley Street
St. Helier, Jersey, UK JE4 8UD

Common Directors and Executive Officers 418,553 21.7%
as a group (3 people)

Preferred A Directors and Executive Officers 1,500,000 100.0%
as a group (1 person)

Note 1: Trustee; Voting Power - Central Investment Trust
</TABLE>

(h) RELATED PARTY TRANSACTIONS

The Corporation paid $186,765 to Witpan Inc. for services render in the
acquisition of Leon, Frazer, Black & Associates Limited, Cluster Asset
Management Limited, The Glen-Ardith Frazer Corporation and Black Investment
Limited. In addition, the Corporation received $135,850 from Witpan, for
investment research services. Witpan is controlled by Mr. Selwyn J. Kletz.

For services rendered in the restructuring of RCG, the Corporation paid RIF
Capital Inc. $300,000.

<PAGE> 8
In fiscal 1997, the Corporation acquired an option on all of the issued and
outstanding shares of News Research Corporation (see Exhibit 10(vi)) at a
cost of $80,000. The vendors of the option were RIF Capital Inc. and
Central Investment Trust. The Corporation allowed the option to expire in
December 1997 and therefore expensed this cost of the option.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

(a) SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name & Principal Fiscal Other Long Term All Other
Position Year Salary Bonus Compensation Compensation Compensation
- ---------------- ------ ------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Georges Benarroch 1998 None None None 30,000(1) None
President & CEO 1997 None None None None None

Selwyn J. Kletz 1998 75,245 (60,000(2) None 355,000(3) None
Vice-President 1997 None None None 13,265(4) None
</TABLE>

(1) This amount represents life, disability and medical insurance and
certain expenses.
(2) This amount represents 60,000 short term stock options, that was
fully exercised.
(3) This amount represents $168,200 for life, disability and medical
insurance and $186,800 paid to a company controlled by Mr.Kletz
for services.
(4) This amount was paid to a company controlled by Mr. Kletz for
services.

(b) OPTION/SAR GRANTS IN PAST YEAR

<TABLE>
<CAPTION>
Number of % of Total Options
Securities Underlying SARs/Granted to Exercise Expiration
Name Options/SARs Granted (#) Employees inFiscal Year Price Date
- ---- ------------------------ ----------------------- -------- ----------
<S> <C> <C> <C> <C>
Selwyn J. Kletz 60,000 44.4% $3.00 June 30, 1997
</TABLE>

<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised In-the-Money Option
Shares Acquired Value Option at Fiscal Year end at FiscalYear end
Name on Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Selwyn J. Kletz 60,000 $240,000 0 0 $0.00 $0.00
</TABLE>

(d) ALL COMPENSATION COVERED

As of the date of this registration statement, the Corporation has no formal
options, warrants, SARs, long-term incentive plans, pension or profit-sharing
plans, or other compensation plans, in effect regarding any employees of the
Corporation.

The Corporation feels that it does not have to include executive compensation
for an executive officer of any subsidiary because under Rule 3b-7 under the
Exchange Act (17 CFR 240.3b-7) no executive officer(s) of any subsidiary
perform(s) policy making functions for the registrant.

<PAGE> 9

As of the date of this registration statement, the Corporation has no agreement
or understanding, express or implied, with any officer or director, or any
other person regarding employment with the Corporation or compensation for
services.

Section 14 of ARTICLE III of the By-Laws of InterUnion provides that directors
do not receive any stated salary for their services as directors. However, by
board resolution, a fixed fee and expenses of attendance may be allowed for
each meeting. These limitations do not affect compensation for a person
serving as an officer or otherwise for the Corporation and receiving
compensation therefor. The Corporation's Board of Directors has approved
payment of $1,500 for the services of each of its independent directors for the
fiscal year ending March 31,1998.

INDEPENDENT PUBLIC ACCOUNTANTS

Effective February 24, 1998, InterUnion Financial Corporation
("InterUnion")retained Ahearn Jasco + Company, P.A. ("AJC") of Pompano, FL as
its new certifying accountants. AJC, replaced Goldstein Golub Kessler &
Company, P.C.("GGK") of New York. GGK or its Nexia International affiliate
Mintz &Partner's ("MP") reported on InterUnion's fiscal 1996 and 1997 financial
statements. The 1996 and 1997 opinions contained no adverse opinions or
disclaimer of opinions, and was not qualified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was recommended by
InterUnion's Audit Committee and approved by InterUnion's Board of Directors.

During the last two fiscal years and subsequent interim period to the date of
change, there were no disagreements between InterUnion and GGK or its Nexia
International affiliate MP on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to satisfaction of GGK or MP, would have
caused it to make a reference to the subject matter of the disagreements in
connection with its reports.

None of the reportable events described in Item 304(a) (1) (ii) occurred with
respect to InterUnion within the last two fiscal years and the subsequent
interim period to the date of change. During the last two fiscal years and
the subsequent interim period to the date of change, InterUnion did not consult
AJC regarding any matter or events set forth in Item 304(a) (2) (i) and (ii) of
Regulation S-B.

AMENDMENT TO CHARTER, BYLAWS OR OTHER DOCUMENTS

The shareholders will be asked to grant the board of directors the authority to
set the number of common shares authorized to be issued by the Corporation at
an amount not exceeding 5,000,000 shares.

VOTING PROCEDURE

a) The vote required for approval or election, other than for the approval
of auditors, shall be a majority.

<PAGE> 10

b) No record date to determine which shareholders will be allowed to vote at
this Special Meeting has been set. Therefore, under the General
Corporation Act of Delaware, Section 213(a), shareholders entitled to
notice and to vote will be those shareholders properly registered at the
close of business on the day next preceding the day on which notice is
given.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

a) None of the directors, officers, nominees for election as director or
associates of the directors or officers have any interest in the matters
to be acted upon other than the interest of the general shareholders.

b) None of the directors intends to oppose any action to be taken by the
Corporation at the meeting.

<PAGE> 11

INTERUNION FINANCIAL CORPORATION

ANNUAL REPORT TO SHAREHOLDERS

July 29, 1998

DESCRIPTION OF BUSINESS

(a) BUSINESS DEVELOPMENT

On February 7, 1994, the shareholders of AU 'N AG, INC., a Utah
corporation, approved without dissent, a proposal to change the domicile
of the Corporation through the merger of the Corporation into AU 'N AG,
INC., a Delaware corporation to be formed.

On February 15, 1994 a Certificate of Incorporation of AU 'N AG, INC., a
Delaware corporation, was filed with the office of the Secretary of
State, Division of Corporations, State of Delaware.

On February 15, 1994, the date of incorporation of AU 'N AG, Inc. of
Delaware, the directors of that corporation approved a Pre-Organization
Subscription and Letter of Non-Distributive Intent executed by the
President of AU 'N AG, Inc., the Delaware corporation, for $10.00 with
the understanding that the shares would be immediately cancelled upon the
effective date of the merger between AU 'N AG, INC. of Delaware and AU 'N
AG, INC. of Utah. These shares were issued by the Corporation in
reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, as provided by Section 4(2) of that
Act and upon a similar exemption contained in applicable state securities
laws. The shares received by AU 'N AG, INC. were restricted securities,
subject to Rule 144 promulgated under the Securities Act of 1933, as
amended.

Further on February 15, 1994, a Plan and Agreement of Merger of AU 'N AG,
INC. (Utah) and AU 'N AG, INC. (Delaware) was executed. On the same day
a Certificate of Merger was executed by the above corporations. This
Certificate of Merger was filed in the office of the Secretary of
Delaware on March 10,1994. Under the Certificate of Merger AU 'N AG,
INC., the Delaware Corporation, was the surviving corporation.

Under the terms of the above-referenced merger each share of common stock
of AU 'N AG, INC. (Utah) was converted into one share of AU 'N AG,
INC.(Delaware). At the time of its incorporation, AU 'N AG, Inc.
(Delaware) had total authorized capital stock in the amount of 50,000,000
shares at $.001 par value. Each holder of AU 'N AG, INC. (Utah) upon
surrender to AU 'N AG, INC.(Delaware) of one or more certificates for
such shares for cancellation received one or more certificates for the
number of shares of common stock of AU 'N AG, INC. (Delaware) represented
by the certificates of AU 'N AG, INC.(Utah) so surrendered for
cancellation by such holder.

As a result of the above-referenced merger, 23,297,800 shares of common
stock
of AU 'N AG, INC. (Delaware) were issued to the shareholders of the
corporation formerly known as AU 'N AG, INC. (Utah). At the time of the
merger, AU 'N AG, INC. (Utah) had no assets and was an inactive
corporation.

<PAGE> 12

As provided in the Plan and Agreement of Merger, the sole purpose of the
above-referenced merger was to change the issuer's domicile from Utah to
Delaware and the exchange of securities from one corporation to another
was, in the opinion of management, outside of the provisions of Rule 145
as promulgated by the Securities & Exchange Commission. It is also the
position of management that the exchange of stock was a transaction by an
issuer not involving any public offering and thus was within the
protection of Section 4(2) of the Securities Act of 1933, and exempted
from registration requirements.

On April 11, 1994, a Certificate of Amendment of the Certificate of
Incorporation of AU 'N AG, INC. (Delaware) was executed, providing that
the name of the Corporation be changed to: INTERUNION FINANCIAL
CORPORATION ("IUFC" or "InterUnion" or the "Corporation"). This change
of name was filed by the office of the Secretary of State of Delaware on
April 19, 1994.

Subsequent to a filing of information submitted to the National
Association of Securities Dealers, Inc. (NASD) pursuant to Schedule H of
the NASD By-Laws and Rule 15c 2-11 under the Securities Act of 1934, on
July 27,1994 IUFC was cleared for listing on the OTC Bulletin Board. The
Corporation currently trades under the symbol: IUFC.

Subsequent to approval by the required shareholders at a meeting held
October 14, 1994, the common stock was consolidated at a ratio of ten
(10) to one (1). Further, based upon shareholder approval at that
meeting, a Certificate of Amendment was filed with the Secretary of
State.

On January 18, 1995 the Corporation acquired all of the outstanding
capital stock of BEARHILL LIMITED, a British Virgin Islands corporation,
for the issuance of 22,262 shares of common stock of the Corporation.

On January 18, 1995 the Corporation acquired all of the outstanding
capital stock and preferred shares of GUARDIAN TIMING SERVICES, INC., a
corporation organized under the laws of Ontario, Canada, for the issuance
of 5,566 shares of common stock of the Corporation.

Upon application to the Florida Department of State, on February 2,1995,
the Corporation was qualified and authorized to transact business in the
State of Florida. The Corporation moved its principal office to 249
Royal Palm Way, Suite 301-H, Palm Beach, Florida 33480.

On March 20, 1995, the Corporation acquired all of the stock of I & B,
INC., a Delaware corporation, CREDIFINANCE CAPITAL INC., a corporation
organized under the laws of Ontario, Canada, CREDIFINANCE SECURITIES
LIMITED ("Credifinance"), a corporation organized under the laws of
Ontario, Canada, and ninety-five percent (95%) of the stock of ROSEDALE
REALTY CORPORATION ("Rosedale"), a corporation organized under the laws
of Ontario, Canada, for the issuance of 75,000 shares of common stock.
The Corporation further acquired the remaining outstanding stock of
Rosedale for the issuance of 1,230 shares of common stock. It should be
noted that in 1996 the Corporation disposed, by way of an assignment in
bankruptcy, of its shares in Rosedale. This assignment was a voluntary
petition filed by Credifinance Capital, Inc., the owner of Rosedale, on
September 29, 1995. The decision to file for

<PAGE> 13

bankruptcy was made after negotiations for a merger of Rosedale with
another firm were unsuccessful. Rosedale had never been profitable
subsequent to its acquisition and Credifinance Capital, Inc. made the
decision to cease financing Rosedale's operations. The bankruptcy was
concluded and there are no outstanding lawsuits against either
Credifinance Capital, Inc. or the parent, InterUnion Financial
Corporation.

At a special meeting of the shareholders held on May 17, 1996, the Board
of Directors was authorized to consolidate all authorized shares in a
ratio of twenty (20) to one (1). At the time of this authorization, the
total of all issued and outstanding voting shares of stock was
13,851,156.

REEVE, MACKAY & ASSOCIATES LTD. ("Reeve, Mackay") was formed May 15, 1995
as a corporation organized under the laws of Ontario, Canada. All
capital stock of this corporation was originally issued to InterUnion
Financial Corporation. Due to Reeve, Mackay's continued operating deficit
and cash requirements, the Corporation divested itself of its interest in
Reeve, Mackay. The Corporation in divesting itself of Reeve, Mackay in
July 1997, was successful in recovering all of its advances to and
investment in Reeve, Mackay.

On January 19, 1997, the Corporation entered into an agreement where it
would act as an investment banker in the recapitalization of RECEPTAGEN
Ltd. ("Receptagen") (see Exhibit 10(vii)). Receptagen is a corporation
incorporated under the laws of Canada. Receptagen is listed on the
Toronto Stock Exchange (RCG) and trades on the NASDAQ Over-the-Counter
(RCEPF). Currently, it is not the intention of the Corporation to
consider its investment in Receptagen as an integral part of its business
outside of its bridge financing and special situation activities.

On July 1, 1997, the Corporation acquired a one third interest in LEON
FRAZER, BLACK & ASSOCIATES LIMITED. ("LFB"), a corporation organized
under the laws of Ontario, Canada. The Corporation acquired its interest
for cash and notes payable.

On August 18, 1997, at the Corporation's Shareholders' meeting it was
approved that the Corporation's authorized capitalization be as follows:

2,500,000 shares of common voting stock at $.001 par value.

1,500,000 shares of Class A preferred stock at $.10 par value.

1,000 shares of Class B preferred stock at $0.10 par value.

1,000 shares of Class C preferred stock at $0.10 par value.

A Certificate of Amendment was filed with the Secretary of State, State
of Delaware, requesting the above modification.

Effective March 1, 1998, the Corporation acquired all of the outstanding
common stock in CLUSTER ASSET MANAGEMENT LIMITED ("CAM"), a corporation
organized under the laws of Ontario, Canada, for the issuance of 213,194
shares of Common Stock of the Corporation and 106,597 shares purchase
warrants. On May 26, 1998, CAM changed its name to INTERUNION ASSET
MANAGEMENT LIMITED ("IUAM").

<PAGE> 14

Effective March 31, 1998, the Corporation acquired 45% of the outstanding
common shares of BLACK INVESTMENT MANAGEMENT LIMITED ("BIM"), a
corporation organized under the laws of Ontario, Canada, for the issuance
of 216,640 shares of common stock of the Corporation and cash.

(b) BUSINESS OF ISSUER

GENERAL

The Corporation was formed as a "business bank" which would acquire, when
possible, a majority interest in financial services companies.

The Corporation also provides bridge financing which is a part of its
investment banking activities. Such financings can be provided to
companies outside the financial service sector and can be extended for a
period of up to three years, depending on the complexity of the
undertaking.

InterUnion is both a holding and an operating company engaging in
activities separate from the activities of its named subsidiaries:
InterUnion derives independent revenues from its own investment banking
activities.

PRODUCTS AND/OR SERVICES OF ACTIVE SUBSIDIARIES

In addition to the operations of InterUnion Financial Corporation as the
parent, the Corporation owns operating subsidiary corporations. A description
of the business operations of these subsidiaries is as follows:

<TABLE>
<S> <C>
Investment Banking Investment Management
- -------------------------------- ---------------------------------------------
InterUnion Financial Corporation InterUnion Asset Management Limited
Marbury Trading Corporation Bearhill Limited
Credifinance Capital, Inc. Black Investment Management Limited
Credifinance Securities Limited Guardian Timing Services Inc.
Leon Frazer, Black & Associates Limited
The Glen Ardith-Frazer Corporation
</TABLE>

(1) UNDERWRITING AND RESEARCH

Credifinance Capital, Inc. is an investment corporation located in
Toronto, Canada. The business activities of this company are limited to
short term trading in securities and it owns Credifinance Securities
Limited.

Credifinance Securities Limited ("Credifinance") started operations in
September 1991 as an institutional boutique active in trading for the
accounts of clients, in the fixed income and equity markets.
Credifinance acts exclusively as agent. Credifinance's specialize
research is the basis of its trading and corporate finance activities.

Between 1994 and 1998, Credifinance has been active in the financing of
Canadian companies. Credifinance is a member of the International
Securities Market Association, in addition, as a member of the Investment
Dealers Association, the Toronto Stock Exchange and the Montreal
Exchange, Credifinance is invited in most banking groups. Credifinance
has acted as sole or co-underwriter in 26 transactions

<PAGE> 15
representing C$255 million in financings. (C$ means Canadian currency.
All other amounts are in US dollars.)

(2) INVESTMENT MANAGEMENT

The Corporation has interests in four independently operated investment
management firms all located in Toronto, Canada.

Guardian Timing Services, Inc. ("Guardian") is an independent investment
and fund management firm located in Toronto, Canada, with approximately
C$80 million in assets under management. Guardian manages the Canadian
Protected Fund, the Protected American Fund and the First America Fund,
in addition to being the co-manager of the India Excel Fund. It uses a
proprietary ITM market timing model owned by Bearhill Limited, Inc.,
another subsidiary of the Corporation.

Bearhill Limited ("Bearhill") is an investment management firm located in
the British Virgin Islands. Bearhill owns the proprietary rights to
certain computer software known as ITM Software, which is a computer
software program which is used to generate buy and sell signals with
respect to any stock market monitored. The forecasting technique used by
the ITM market timing model involves general market indicators, interest
rates and monetary analysis, market perception indicators, and various
statistical data to detect trends. The model is continually updated and
has been credited with successfully avoiding many of the overall market
declines in the early part of the 1990s.

Black Investment Management Limited ("BIM") is an independent investment
counsel located in Toronto, Canada, that provides professional management
of financial assets for pension funds, corporations, foundations, mutual
funds and group investment plans. BIM was established in 1973 by Mr.
Paul Black and Mr. Robert W. Crosbie. Today BIM has approximately C$450
million in assets under administration. IUFC has a 45% interest in BIM
and is accounted for under the equity method.

Leon Frazer, Black & Associates Limited ("LFB") was established in 1939
and is the second oldest independent counselling and investment
management firm in Toronto, Canada. LFB manages assets for high net
worth individuals of approximately C$250 million. LFB also manages a
mutual fund, Associate Investor. IUFC has a 33.3% direct interest and an
additional 14.3% indirect interest through BIM which owns 31.7% directly.
LFB is accounted for under the equity method.

The Glen Ardith-Frazer Corporation ("GAF") is an independent investment
counsel located in Toronto, Canada that provides discretionary management
to both institutional and private clients. GAF has approximately C$150
million in assets under administration.

(3) MEDIUM AND LONG TERM INVESTING

Marbury Trading Corporation ("Marbury") is a Panama corporation with its
head office in Geneva, Switzerland. The business of Marbury is to take
debt and equity positions in companies InterUnion carries out merger &
acquisition activities for: these investments can be carried from a few
weeks up to 3 years depending on the complexity of the transaction.
Although Marbury's, and therefore the Corporation's,

<PAGE> 16

interest in the reorganized companies can be substantial, the intention
is after the completion of the mandate, to reduce its interest to that of
minority investor.

COMPETITION

Competition is a part of every business. InterUnion faces competition directly
and through its subsidiaries from larger and better capitalized financial
service companies. These companies can be commercial/investment/merchant
banks, thrift institutions, venture capital firms, etc.. On the investment
management side, the performance of the assets under administration is another
factor which could adversely affect the results of the Corporation, because
poor performance may cause clients to move their assets to other managers.

GROWTH STRATEGY

Since inception, InterUnion's strategy has been to be a "business bank" i.e. to
be a company able to take advantage of opportunities in the financial services
sector. These opportunities include the involvement in non pure financial
service operations. InterUnion's business will remain the purchase and selling
of companies or part of companies which will use InterUnion's investment
banking services as well as its ability to issue its own securities in order to
complete M&A transactions and reorganizations. InterUnion's strategy is also
to reduce its shareholders risk by ensuring that its book value is not
dependent on any one sector of activity or any one operation. InterUnion has
been successful in managing its investors risk as today there are enough
experienced and credible individuals in the various operations who at the same
time are shareholders of InterUnion: that strategy should help InterUnion to
obtain the financing it needs for its growth. The investment management
activity should continue to expand as InterUnion gets closer to a critical mass
of assets under administration: the size of those assets and their geographical
location might require a corporate restructuring if beneficial to all its
shareholders.

GOVERNMENT REGULATION

The operating activities of InterUnion Financial Corporation are not subject to
governmental regulatory agencies, with the exception of:

Credifinance Securities Limited, a member of the Investment Dealers Association
of Canada, The Toronto Stock Exchange, The Montreal Exchange and the
International Securities Market Association. As such, it is subject to the
rules, regulations, and administrative rulings of these self regulatory
organizations.

Black Investment Management Limited, The Glen Ardith-Frazer Corporation,
Guardian Timing Services Inc. and Leon Frazer Black & Associates Limited are
regulated by the Ontario Securities Commission

InterUnion Financial Corporation is not subject to the Investment Company Act
of 1940 (the "Act"). Section 3(a)(3) of the Act defines an "investment
company" as "any issuer which owns or proposes to acquire investment securities
having a value exceeding 40% of the value of such issuer's total assets
(exclusive of Government securities and cash items)on an unconsolidated basis."
"Investment securities" are defined for purposes of this section as "all
securities except (A) Government securities, (B) securities issued by
employees' securities companies, and (C) securities issued by majority-owned
subsidiaries of the owner which are not investment companies."

<PAGE> 17

The Corporation is not an investment company because it does not invest more
than 40% of its total assets (excluding government securities and cash
items),on an unconsolidated basis, in "investment securities" as defined in the
Act. The Corporation considers its primary business to be engaging in
non-investment company businesses through majority owned companies.

EMPLOYEES

The total number of employees of InterUnion and its subsidiaries is 35.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION

The issuer's common equity is traded on the OTC Bulletin Board under the
symbol: IUFC.

The high and low sale prices for each quarter within the last two fiscal
years are as follows:

<TABLE>
<CAPTION>
PERIOD OPEN HIGH LOW CLOSE
<S> <C> <C> <C> <C>
FY97 Qtr 1* $13.75 $13.75 $5.00 $7.00
FY97 Qtr 2* 7.00 15.00 4.75 5.00
FY97 Qtr 3 5.00 6.00 4.50 4.50
FY97 Qtr 4 4.50 6.00 4.50 5.00
FY98 Qtr 1 5.00 6.50 4.00 6.00
FY98 Qtr 2 6.00 6.75 4.50 4.50
FY98 Qtr 3 4.50 5.75 4.00 4.50
FY98 Qtr 4 4.50 5.50 3.50 3.50
</TABLE>

* Pre 20-1 split FY Qtr 2

(b) HOLDERS

The approximate number of holders of record of each class of common
equity is as follows:

<TABLE>
<CAPTION>
CLASS OF STOCK NUMBER OF HOLDERS
----------------- -----------------
<S> <C> <C>
Common Share 451
Class A Preferred 1
Class B Preferred 0
Class C Preferred 0
</TABLE>

<PAGE> 18

The company has never declared or paid dividends on its common stock or
its preferred stock. There are no restrictions, other than state law
that may be applicable, that limit the ability to payout all earnings as
dividends. The Board of Directors does not anticipate paying any
dividends in the foreseeable future; it intends to retain its
distributable earnings, if any, for the expansion and development of its
business.

(d) RECENT SALES OF UNREGISTERED SECURITIES

(i) SALES PURSUANT TO REGULATION D

The following sales were made by the Corporation within the past
three (3) years in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, as amended, as
contained within Regulation D, Rule 504, promulgated by the
Securities and Exchange Commission:

<TABLE>
<CAPTION>
NUMBER PRICE PER DATE OF
TITLE OF CLASS OF SHARES SHARE CONSIDERATION COMMISSION SALE
<S> <C> <C> <C> <C> <C>
Common 62,500 $2.00 $125,000 $Nil June 1995
Common 160,000 2.00 320,000 Nil March 1996
</TABLE>

NOTES TO SALES PURSUANT TO REGULATION D

(1) All sales were made directly by the Corporation as issuer. No
commissions or underwriting discounts were paid in connection with the
sales.
(2) The class of persons to whom the Corporation sold the above-referenced
securities were individuals or entities whom the Corporation had reason to
believe were either accredited investors within the meaning of Regulation
Section 230.501 or were investors having such knowledge and experience in
financial and business matters that the purchaser could properly evaluate
the risks and merits of the investment.
(3) All sales as shown above were made to non-U.S. persons.
(4) The Corporation specifically relied upon compliance with Rule 504 of
Regulation D (Regulation Section 230.504). The Corporation qualified for
Rule 504 because all offers and sales were made by the issuer, the
Corporation was not subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Corporation was not an investment company,
and the Corporation was not a development stage company. Further, the
Corporation was in compliance with the conditions as set forth in
Regulation Section 230.504(b).

<PAGE> 19

(ii) SALES PURSUANT TO REGULATION S

The following sales were made by the Corporation within the past
three (3) years in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, as amended, as contained
within Regulation S promulgated by the Securities and Exchange
Commission:

<TABLE>
<CAPTION>
NUMBER OF PRICE PER DATE
TITLE OF CLASS SHARES SHARE CONSIDERATION COMMISSION OF SALE
<S> <C> <C> <C> <C> <C>
Common 100,000 2.00 200,000 nil Oct. 1995
Common 1,000 20.00 Services nil
Common 151,500 1.00 151,500 nil August 1996
Common 105,642 5.00 528,210 32,371 October 1996
Common 35,000 4.00 140,000 7,000 June 1998
</TABLE>

NOTES TO SALES PURSUANT TO REGULATION S

(1) All sales were made directly by the Corporation as issuer.
(2) The class of persons to whom the Corporation sold the above-referenced
securities were individuals or entities whom the Corporation had reason to
believe were either accredited investors within the meaning of Regulation
Section 230.501 or were investors having such knowledge and experience in
financial and business matters that the purchaser could properly evaluate
the risks and merits of the investment.
(3) All sales as shown above were made to non-U.S. persons.
(4) The Corporation specifically relied upon compliance with Regulation S as
promulgated by the Securities and Exchanges Commission. The Corporation
was in compliance with Category 3 of Rule 903 of Regulation S which
provides an issuer safe harbor. Under this Category the Corporation
complied with the two general conditions of Rule 903(a) and (b) and to
transactional and offering restrictions by the execution of an investor
Subscription Agreement, and the placing of the appropriate restrictive
legend on the stock certificate(s).
(5) The 1,000 common shares issued for services in March 1996, was for work
done in connection with the development of a business plan and market
research for said business plan. These shares were given to a non related
party.

DIRECTORS AND EXECUTIVE OFFICERS

<PAGE> 20

a) DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
Name, Municipality
of Residence Age Length of Service
- ---------------------------------------------- ---------------------------------------------------
<S> <C>

Robert W. Crosbie 68 Nominated as Chairman of the Board
Toronto, ON Canada June 1, 1998

Georges Benarroch 51 Appointed as Chairman, President
Paris, France and Chief Executive Officer,
March 21, 1994

T. Jack Gary, III 57 Appointed as Secretary,
West Palm Beach, Fl January 30, 1995

Karen Lynn Bolens 51 Member of the Board,
Geneva, Switzerland December 16, 1994

Selwyn Kletz 52 Appointed as Vice-President and
Toronto, ON Canada Member of the Board, August 18, 1997

Samuel Balloul 52 Nominated as Member of the Board
Paris, France February 1, 1998

Dr. Colin B. Bier 52 Appointed as Member of the Board
Ville St-Laurent, QC August 18, 1997
Canada

Ann Glover 48 Appointed as Member of the Board
Toronto, ON February 17, 1995
Canada

Claude E. Ayache 35 Appointed as Executive Vice-President and
Toronto, Ontario Chief Financial Officer
Canada March 2, 1998
</TABLE>

ROBERT W. CROSBIE is nominated to the position of Chairman of the Board of the
Corporation. Mr. Crosbie has been Chairman of the Board of Black Investment
Management Limited since 1973.

<PAGE> 21

Since 1977, Mr. Benarroch has held the position of officer and partner/director
with various investment firms and private/public companies in the United
States, Canada and Europe. He has been a senior partner and/or seat holder of
a member firm of The Toronto Stock Exchange since 1982. His experience covers
Euro-financings, venture capital, mining and high tech financings, bridge
financings and mergers & acquisitions.

SAMUEL BALLOUL will serve as a Director of the Corporation. Mr. Balloul is in
house counsel for Le Refuge in France since 1975. Mr. Balloul's duties for
InterUnion will be limited to his participation at Board Meetings and as a
member of the Audit Committee.

DR. COLIN B. BIER serves as a Director of the Corporation and Receptagen
Limited. Since 1990 through and including the present, he has been Managing
Director of ABA BioResearch Inc., an independent bio-regulatory consulting firm
providing expertise for strategic management and development of
biopharmaceuticals. Mr. Bier's duties for InterUnion will be limited to his
participation at Board Meetings.

ANN GLOVER serves as a Director of the Corporation. She is a Director,
Secretary/Treasurer and Chief Financial Officer of Credifinance Securities
Limited a subsidiary of the Corporation. Ms. Glover has been an employee of
Credifinance Securities Limited since 1991, having held the position of a
Director, Secretary/ Treasurer, and Chief Compliance Officer. Ms. Glover as
she is also a director and officer of Credifinance Securities Limited.

<PAGE> 22

CLAUDE E. AYACHE is the Executive Vice-President and Chief Financial Officer of
the Corporation and Manager of Corporate Finance and Investment Banking (non
resources) for Credifinance Securities Limited a subsidiary of the Corporation.
Mr. Ayache has been with the Corporation since 1995, having held various
positions in both administration, sales and corporate finance / investment
banking. Mr. Ayache will devote all of his time to the affairs of the
Corporation. Prior to joining the Corporation, Mr. Ayache was Controller for a
manufacturer and Director of Finance for an asset based lender for which he was
instrumental in their restructuring.

(1) No director of InterUnion is currently a director of any other reporting
company, with the following exception: Georges Benarroch and Dr. Colin B.
Bier are directors of Receptagen Ltd. which is listed on the Toronto Stock
Exchange and trades on the NASD OTC Bulletin Board under the symbol RCEPF.

(b) AUDIT COMMITTEE

The Audit Committee had three meetings. The first meeting was to approve
the change in auditors. The second meeting was to review the Corporation's
accounting policies with the auditors while the third meeting was to
recommend to the Board of Director that the March 31, 1998 Consolidated
Financial Statements be approved and presented to the shareholders.

The Corporation does not expect to receive a significant contribution from
employees that are not executive officers.

(d) FAMILY RELATIONSHIPS

Currently, there are no other directors, executive officers or persons
nominated by the Corporation to become a director or executive officer of
the Corporation who are related to any individual who currently holds the
position of director or executive officer or is nominated to one of the
said positions.

(e) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No material events have occurred in the last five years that would affect
the evaluation of the ability or integrity of any director, person
nominated to become a director, executive officer, promoter or control
person of the Corporation.

(f) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

<PAGE> 23

(g) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following are known by the Corporation to be the beneficial owner of
more than five percent of any class of the said issue's voting
securities.

<TABLE>
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Owner of Class
-------- ----------------------- ----------------------------- --------
<S> <C> <C> <C>
Common RIF Capital Inc. (1) 536,899 31.5%
Price Waterhouse Centre
PO Box 634C
St. Michael, Barbados, WI

Common Selwyn Kletz 100,000 5.9%
499 Riverside Drive
Toronto, Ontario Canada

TOTAL
------- -----
636,899 37.4%
======= =====

Preferred A RIF Capital Inc. (1) 1,500,000 100%

Price Waterhouse Centre
PO Box 634C
St. Michael, Barbados, WI
</TABLE>

(1) RIF Capital Inc. is a wholly-owned subsidiary of Equibank Inc.
which is wholly-owned by Central Investment Trust. As of January
1998, Safeguardian Limited replaced Georges Benarroch as the sole
protector of Central Investment Trust and neither is a beneficiary of
the Trust nor its subsidiaries.

(h) SECURITY OWNERSHIP OF MANAGEMENT

The following information lists, as to each class, equity securities
beneficially owned by all directors and nominees, and of the directors and
nominees of the issuer, as a group.

<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Owner of Class
<S> <C> <C> <C>
Common Safeguardian Limited(1) 536,899 31.5%
PO Box 316
Jardine House
1 Hesley Street
St. Helier, Jersey, UK JE4 8UD

Common Robert W. Crosbie 25,404 1.5%
110 Yonge Street, #1701
Toronto, Ontario
Canada M5C 1T4
</TABLE>

<PAGE> 24

<TABLE>
<S> <C> <C> <C>
Common Selwyn J. Kletz 100,000 5.9%
499 Riverside Drive
Toronto, Ontario
Canada M6S 4B6

Preferred A Safeguardian Limited (1) 1,500,000 100.0%
PO Box 316
Jardine House
1 Hesley Street
St. Helier, Jersey, UK JE4 8UD

Common Directors and Executive Officers 667,803 39.1%
as a group (4 people)

Preferred A Directors and Executive Officers 1,500,000 100.0%
as a group (1 person)

Note 1: Trustee; Voting Power - Central Investment Trust
</TABLE>

(i) RELATED PARTY TRANSACTIONS

The Corporation paid $186,765 to Witpan Inc. for services render in the
acquisition of Leon, Frazer, Black & Associates Limited, Cluster Asset
Management Limited, The Glen-Ardith Frazer Corporation and Black
Investment Limited. In addition, the Corporation received $135,850 from
Witpan, for investment research services. Witpan is controlled by Mr.
Selwyn J. Kletz.

For services rendered in the restructuring of RCG, the Corporation paid
RIF Capital Inc. $300,000.

In fiscal 1997, the Corporation acquired an option on all of the issued
and outstanding shares of News Research Corporation (see Exhibit 10(vi))
at a cost of $80,000. The vendors of the option were RIF Capital Inc.
and Central Investment Trust. The Corporation allowed the option to
expire in December 1997 and therefore expensed this cost of the option.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

(a) SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name & Principal Fiscal Other Long Term All Other
Position Year Salary Bonus Compensation Compensation Compensation
- ---------------- ------ ------ ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Georges Benarroch 1998 None None None 30,000(1) None
President & CEO 1998 None None None None None

Selwyn J. Kletz 1998 75,245( 60,000(2) None 355,000(3) None
Vice-President 1997 None None None 13,265(4) None
</TABLE>

<PAGE> 25

(b) OPTION/SAR GRANTS IN PAST YEAR

<TABLE>
<CAPTION>
% of Total
Number of Options/SARs
Securities Granted to

Underlying Options/ Employees in Exercise Expiration
Name SARs Granted (#) Fiscal Year Price Date
<S> <C>
Selwyn J. Kletz 60,000 60,000 $4.00 June 30, 1997
</TABLE>

<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised In-the-Money Option
Shares Acquired Value Option at Fiscal Year end at Fiscal Year end
Name on Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------ -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Georges Benarroch 0 $ 0.00 0 0 $0.00 $0.00

Selwyn J. Kletz 60,000 $240,000 0 0 $0.00 $0.00
</TABLE>

(d) ALL COMPENSATION COVERED

The Corporation's Board of Directors has approved payment of $1,500 for
the services of each of its independent directors for the fiscal year
ending March 31, 1998.

The Corporation has no current options, warrants, SARs, long-term
incentive plans, pension or profit-sharing plans, or other compensation
plans, in effect regarding any employees of the Corporation

The Corporation has no agreement or understanding, express or implied,
with any officer or director, or any other person regarding employment
with the Corporation or compensation for services.

Section 14 of ARTICLE III of the By-Laws of the Corporation provides that
directors do not receive any stated salary for their services as
directors. However, by board resolution, a fixed fee and expenses of
attendance may be allowed for each meeting. These limitations do not
affect compensation for a person serving as an officer or otherwise for
the Corporation and receiving compensation therefor.

<PAGE> 26

MANAGEMENT'S DISCUSSION AND ANALYSIS

(a) OVERVIEW

InterUnion Financial Corporation, ("IUFC" or "InterUnion"), was
incorporated on February 7, 1994. InterUnion's strategy is to acquire,
when possible, a majority interest in financial services business.
InterUnion and its subsidiaries, (collectively the "Corporation"), also
provides bridge financing as part of its investment banking activities.
The Corporation acquires companies or interests in companies for cash but
preferably for common shares of the Corporation with additional
incentives for vending shareholders via common share purchase warrant and
stock options for management. Since 1994, the Corporation has acquired:

<TABLE>
<CAPTION>
Corporation Acquired Nature of the Company Date Acquired
- -------------------- --------------------- -------------
<S> <C> <C>
Bearhill Limited Investment Mgmt. 1-18-95
Guardian Timing Services Inc. Investment Mgmt. 1-18-95
Credifinance Capital Inc. Investment Company 3-20-95
Credifinance Securities Limited Investment Bank 3-20-95
Rosedale Realty Corporation Real Estate Sales 3-20-95
Reeve, Mackay & Associates Ltd. Auction Sales 5-15-95
Leon Frazer, Black & Associates Ltd. Investment Mgmt. 7-02-97
Cluster Asset Management Limited Investment Mgmt. 3-01-98
The Glen Ardith-Corporation Investment Mgmt. 3-01-98
Black Investment Management Limited Investment Mgmt. 3-31-98
</TABLE>

Note: 1 All companies listed are active with the exception of Rosedale
Realty Corporation which was disposed of by the Corporation pursuant to
an assignment in bankruptcy in September 1995 and Reeve, Mackay &
Associates Limited which was sold in July 1997.

Note: 2 All are consolidated subsidiaries with the exception of Leon
Frazer, Black & Associates Limited and Black Investment Management
Limited, which are accounted for under the equity method as InterUnion
owns 33.3% and 45% respectively, directly. An additional 14.3% of Leon,
Frazer, Black & Associates Limited is owned indirectly by InterUnion.

Due to the business strategy of the Corporation, it is not expected to
generate revenues immediately, funding of operations is mainly effected
through private (non registered) sales of common shares under Regulation
"D" as promulgated by the United States Securities and Exchange
Commission.

The first acquisition in January 1995, allowed the Corporation to
generate some
revenues. The following table shows revenues (in 000's) generated by
InterUnion itself as well by each of the subsidiaries and affiliates
since being acquired by InterUnion, except Rosedale Realty and Reeve
Mackay & Associates:

<PAGE> 27

<TABLE>
<CAPTION>
Corporation FY 1996 FY 1997 FY 1998
- -------------------------------- ------- ------- -------
<S> <C> <C> <C> <C>
Bearhill Limited 30 14 18
Black Investment Management Limited 0
Cluster Asset Management Limited 0
Credifinance Capital Inc. 65 313 406
Credifinance Securities Limited 4,500 3,750 2,440
Guardian Timing Services, Inc. 355 365 371
Leon Frazer, Black & Associates Limited 771
The Glen Ardith-Corporation 102
InterUnion Financial Corporation 900 1,475 (212)
----- ----- -----

Total 5,850 5,892 3,878
===== ===== =====
</TABLE>

Note: The Glen-Ardith Frazer Corporation's ("GAF") revenues are only
consolidated as of March 1, 1998. The revenues from Leon Frazer,
Black & Associates ("LFB") and Black Investment Management Limited
("BIM") are not consolidated. In addition, their revenues are only as
of the Corporation's investment in LFB on July 2, 1997, GAF on March
1, 1998 and March 31, 1998 for BIM.

Credifinance Capital Inc. ("CFCI") primarily invests its own capital
resources. There is no reason to expect any consequential change in
attained and projected revenues.

Credifinance Securities Limited ("Credifinance") is an investment
bank. Revenues for fiscal 1998 were 35% lower than 1997. For the last
two years, investment banking activities have been, when possible
diverted towards InterUnion, while Credifinance redirected its
business from an institutional agency trading boutique to a corporate
finance one. Efforts have been mainly directed towards the support of
InterUnion's activities: reorganization of Receptagen as well as
acquisition of asset management companies. Furthermore, during all of
1998, investors feelings towards one of the areas of traditional
business for Credifinance, natural resources, has been negative.

Underwriting in junior gold companies has been non existent and
another niche sector, oil and gas in the former Soviet Union, which
has been a successful part of Credifinance business in 1997, has been
reduced due to a downturn in the emerging markets. Management is
currently looking at various options which will maintain the revenues
from this subsidiary in the $2-3 million range.

Bearhill Limited ("BHL") is an investment management firm. However,
the primary asset of BHL remains its ownership of a computer software
program, ITM Software. BHL sold an option to the right of this
software to the Bank of Nova Scotia. In order to maintain the option
the Bank of Nova Scotia is obligated to pay an annual premium. The
premium of C$50,000 due on April 23, 1998 has not been made, however,
the Corporation continues to manage approximately C$10 million in
funds for the bank. If the option is not exercised, BHL will not be
adversely affected.

<PAGE> 28

Black Investment Management Limited ("BIM") is an independent investment
counsel. BIM has assets under administration of approximately C$450
million. The Corporation has a 45% direct interest in BIM and will be
accounting for this investment on the equity basis as of March 31, 1998.
Therefore BIM did not have any effect on the Corporation's performance in
fiscal 1998.

Guardian Timing Services Inc. ("GTS") is an independent investment
management firm. Assets under management for GTS have risen from C$20
million at the start of fiscal 1996 to C$80 million in fiscal 1997 and
maintained that level throughout fiscal 1998. This explains the low
growth in revenues over the last three fiscal years.

Leon Frazer, Black & Associates Limited ("LFB") is the second oldest
independent counselling and investment management firm in Canada, as it
was established in 1939. LFB has assets under administration of
approximately C$250 million. The Corporation has a one third direct
interest in LFB and has been accounting for this investment on the equity
basis since July 2, 1997. Since then, LFB's revenues have been $771,000.
BIM also has a one third direct interest in LFB.

Cluster Asset Management Limited ("CAM") is a holding company who's only
asset is its investment in The Glen Ardith-Frazer Corporation ("GAF")
and therefore it is not expected to contribute revenues. The Corporation
has a 91.55% direct interest and an indirect interest as LFB owns the
remaining 8.45%. For the month of March 1998, GAF had revenues of $102.

The following is a summary of InterUnion's interest in the above
mentioned investment management firms.

<TABLE>
<CAPTION>
Direct Indirect Total
------ -------- -----
<S> <C> <C> <C>

BHL 100.00% 0.00% 100.00%
BIM 45.00% 0.00% 45.00%
GTS 100.00% 0.00% 100.00%
LFB 33.33% 14.30% 47.63%
CAM 91.55% 4.10% 95.65%
</TABLE>

InterUnion Financial Corporation's revenues for fiscal 1998 were negative
due to the reversal of the unrealized gain on marketable securities that
had been previously recognized and not crystallized in fiscal 1998.
Without this loss InterUnion's revenues would have been $613,000 down
from $1,475,000 a year earlier. The decrease is due to InterUnion
committing a majority of its resources to Receptagen Ltd. ("RCG"). RCG
has deposited with the Ontario Securities Commission an information
circular that describes the final stage of the restructuring which
shareholders of RCG will be voting on at their Annual and Special General
Meeting June 30. InterUnion derives its own revenues primarily from
bridge financing and special situations and some limited investment in
marketable securities.

There are no assurances that the Corporation will find acceptable
companies for bridge financing in the future and there is no method of
forecasting this probability except on a historical basis.

<PAGE> 29

COST OF REVENUES

The principal elements comprising costs of revenues are: commissions paid out
and salaries paid to research analysts and investment managers. In general,
non-administrative personnel within InterUnion are remunerated solely on
performance, as this permits the Corporation to keep overhead to a minimum and
to maintain a high correlation between its revenues and its personnel costs, as
InterUnion and its subsidiaries are extremely labor intensive. Therefore,
commissions paid out are the most important expense and generally rise and fall
along with revenues of the Corporation.

Across all of the Corporation's subsidiaries, the contribution margin
(contribution margin is defined as revenues less variable expenses) was 48.4%
in fiscal 1998 versus 43.0% in fiscal 1997 and 36.1% in 1996. The increase in
margin is primarily due to a shift in Credifinance's revenues from secondary
market agency to primary market revenue from corporate finance and underwriting
activities. The Corporation expects to maintain margins in this range due to
the stability of its commission payout structure.

INTEREST INCOME NET OF INTEREST EXPENSE

The Corporation invests its cash in government issued treasury bills which give
rise to interest income. Additional interest income comes from the spread
between the interest that the Corporation receives over and above what is paid
to its clients on their deposits by its broker dealer clearing agent. This
amount is not expected to be significant with respect to revenues on a yearly
or quarterly basis.

The Corporation's only debt that causes a revenue or an expense arises from its
broker/dealer operation and from funds borrowed on a short term basis for its
trading activity. This amount is not expected to be significant with respect
to revenues on a yearly or quarterly basis.

DISCONTINUED OPERATIONS

In May 1995, Reeve, Mackay and Associates Ltd. was created to act as the
Corporation's auction subsidiary. Reeve, Mackay recorded operating losses of
$390,829 and $452,291 in 1997 and 1996 respectively, prior to recording a small
profit in the first quarter of 1998. The Corporation successfully sold its
interest in Reeve, Mackay as of July 2, 1997.

EXPOSURE TO INTERNATIONAL OPERATIONS

Although all of the Corporation's revenues are generated from North America,
all of its principal subsidiaries are located in Canada. Therefore, a small
foreign exchange risk does exist due to the Canadian dollar. Due to the size
of the risk and that each company within the InterUnion Group operates
independently of each other, the Corporation does not purchase any derivative
products to offset this risk. In addition, the Corporation considers North
America as its domestic market.

SEASONAL

InterUnion Financial Corporation and its subsidiaries do not operate in any
business which is affected by changes in season.

<PAGE> 30

(b) RESULTS OF OPERATIONS

Fiscal 1997 marked a number of firsts for the Corporation.

o The first year as a reporting company, as our Form 10-SB cleared the
SEC;
o The first year that the Corporation reports solely under US GAAP; and
o The first year that the Corporation reported a profit from continuing
operations.

Fiscal 1998 was no exception.
o The first year with only finance services companies with its group;
o The first year that investment management assets within the group
exceeded that of the broker dealer.

Financial highlights are as follows:

<TABLE>

<CAPTION> 1998 1997 1996
<S> <C> <C> <C>
Revenues 3,115,407 5,737,848 5,857,157
Income (loss) from continuing
operations (819,461) 160,676 (75,378)
Discontinued Operations 804,174 (390,829) (429,248)
Net Loss (15,287) (230,153) (504,626)

Assets 48,743,732 38,820,507 9,364,007
Shareholders' Equity 6,692,432 3,639,337 3,033,848
Working Capital (163,274) 1,750,889 928,268
Common Shares Outstanding 1,654,001 969,714 692,558
Book Value per Share 4.05 3.75 4.38
</TABLE>

FISCAL YEAR 1998 COMPARED TO FISCAL YEAR 1997

(1) OVERVIEW

In fiscal 1998, revenues decreased by $2,622,411 (or 45.7%) over
fiscal year 1997. For the year, costs of revenues as a percentage of
sales decreased to 65.0% from 67.1% a year earlier. Fixed overhead
and non cash expenses increased by $311,322 or 22.0%. The reduction
in revenues and the increase in non variable expenses were too great
to be over come by the reduction in cost of sales and caused a loss
from operations in the amount of $819,461 versus a profit of $160,676
a year earlier. The Corporation reported a net loss of $15,287
versus $230,153 in fiscal 1997. The reduction in the loss is due to
the accounting gain of the sale of Reeve, Mackay & Associates
Limited. Earnings per share for fiscal 1998 was a loss of $0.01
versus a loss of $0.26 a year earlier. The average number of common
shares outstanding for the year ending March 31, 1998 is 1,232,100
versus 907,097 a year earlier.

<PAGE> 31

(2) REVENUES

Revenues decreased by $2,622,411 (or 45.7%) over fiscal year 1997 (from
$5,712,183 to $3,115,407). The decrease came from the activities of
Credifinance Securities Limited and the reversal of an unrealized gain of
the Corporation's portfolio of warrants, received as additional
compensation for corporate finance mandates. The value of these warrants
decreased by approximately $825,000. Revenues for InterUnion itself also
decreased by about $600,000, due to its concentrating its resources on
the restructuring of RCG. Revenues for Credifinance decreased almost
$1,300,000 or 34.5% (from $3,727,292 to $2,439,951). The reason why
Credifinance's revenues decreased was due to the reduction in investors
willingness to invest in small capitalized firms and in the natural
resource sector.

(3) COST OF REVENUES

Costs of revenues (Selling, General and Administrative expenditures) for
the year decreased by $1,539,929 or 29.5% to $3,674,548 from $5,214,477.
This decrease is due to the fact that the Corporation's principal expense
are commission earned as a function of revenues.

(4) INCOME FROM CONTINUING OPERATIONS

Income from continuing operations net of the provision for income taxes,
decreased to a loss of $818,461, or $0.66 per share, from a profit of
$160,676, or $0.18 per share, a year earlier. As discussed previously,
the decrease in profitability has been attributed to the decrease in the
value of the warrant portfolio and reduction in revenues due to investors
interest in small capitalized firms. The average number of common shares
outstanding for the year ending March 31, 1998 is 1,232,100 versus
900,429 a year earlier. These figures do no include an accounting gain
of $804,174 in fiscal 1998 on the sale of Reeve, Mackay, for which the
Corporation recorded a loss in fiscal 1997 of $390,829 as discontinued
operations.

FISCAL YEAR 1997 COMPARED TO FISCAL YEAR 1996

(1) OVERVIEW

In fiscal 1997, revenues decreased by $144,974 (or 2.5%) over fiscal year
1996. For the year, costs of revenues as a percentage of sales decreased
to 67.1% from 71.8% a year earlier. Fixed overhead and non cash expenses
also decreased by 61,082 or 4.2%. These three factors contributed to the
Corporation realizing income from continuing operations of $160,676
versus a loss of $75,378 a year earlier. The Corporation reported a net
loss of $230,153 in 1997 versus a net loss of $504,626 due to the losses
the Corporation recorded in relation to Rosedale Realty Corporation and
Reeve, Mackay & Associates as discontinued operations. Excluding these
discontinued operations, the Corporation's earnings per share from
continuing operations was $0.18 versus a loss of $0.15 a year earlier.

<PAGE> 32

(2) REVENUES

Revenues decreased by $144,974 (or 2.5%) over fiscal year 1996 (from
$5,857,196 to $5,712,183). The majority of the decrease came from the
activities of Credifinance Securities Limited, the Corporation's main
operating subsidiary, as its revenue decreased almost $800,000 or 17.8%
(from $4,532,482 to $3,727,292). The reason why Credifinance Securities'
revenues decreased was due to the firm restructuring its efforts from
agency activities to corporate finance activities. This decrease was
offset by an increase in InterUnion's revenues of almost $0.6 million or
62.1% (from $911,094 to $1,477,062).

(3) COST OF REVENUES

Costs of revenues (Selling, General and Administrative expenditures) for
the year decreased by $515,520 or 9.0% to $5,214,477 from $5,729,997.
This decrease is due to the fact that the Corporation's revenues are
generated more from underwritings then from buy and sell orders, where it
retains a greater percentage, as variable costs decreased to 57.2% of
revenues from 63.9% a year earlier. In addition cost cutting of fixed
overhead contributed a savings of approximately $125,000. The
Corporation was able to cut personnel due to the change in target market.

(4) INCOME FROM CONTINUING OPERATIONS

Income from continuing operations net of the provision for income taxes,
increased to $160,676, or $0.18 per share, from a loss of $75,378, or
$0.15 per share, a year earlier. As discussed above the increase in
profitability has been attained by the combination of two things. The
Corporation is deriving its revenues from sources where the commissions
to be paid out are less (underwriting versus agency) and the cost savings
discussed above. The average number of common shares outstanding for the
year ending March 31, 1997 is 900,429 versus 501,335 a year earlier.
These figures do not include losses of $390,829 and $429,248 in 1997 and
1996 respectively due to the discontinued operations of Reeve, Mackay &
Associates Ltd. and Rosedale Realty Corporation.

In order to meet its growth plans and fund any operating cash
requirements, the Corporation's policy is to issue additional capital
stock, when possible. To date the Corporation has done this either
through the issuance of Confidential Private Placement Offerings under
Regulation "D" or Regulation "S". The following are details of these
private placements during the previous three fiscal years:

<PAGE> 33

<TABLE>
<CAPTION>
Date # of Shares Amount Type
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
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 1998 35,000 140,000 Regulation "S"
</TABLE>

When unable, due to market conditions or unfavorable terms, the
Corporation will issue notes payable. Until the acquisition of three
investment management firms, with combined assets under administration of
approximately C$1 billion, and the Corporation's involvement in the
restructuring of RCG, the Corporation did not have any long term debt.
The debt that was assumed in the restructuring of RCG has been matched by
receivables of similar terms, therefore, eliminating certain risks. The
Corporation is currently seeking to raise additional capital by the
issuance of common stock. Proceeds will be used to pay the debt that was
issued for the acquisition of these investment management firms.

The Corporation also has a credit facility of up to C$2.35 million
available with a Canadian financial institution. As of March 31, 1998
this credit was unused.

The Corporation plans on reviewing its portfolio of investment management
companies in order to maximize shareholders' value.

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 Corporation's short-term or
long-term liquidity.

In addition, there is no significant income or losses that have risen from the
Corporation's continuing operations that has not been analyzed or discussed
above. Nor has there been any material change in any line item that is
presented on the financial statements which has also not been discussed above.

Year 2000: Management has compiled a list of both internally and externally
supplied information systems that utilize imbedded date codes which could
experience operational difficulties in the year 2000. The Corporation uses
third party applications or suppliers for all high level systems and reporting.
These systems will either be upgraded and tested to be in compliance for the
year 2000 or the Corporation will take necessary steps to replace the supplier.
Management is testing new systems for which it is responsible. It is the
Corporation's objective to be year 2000 compliance for all systems by the end
of fiscal 1999, however, no assurances can be given. The Corporation believes
that it has provisioned sufficient amounts to cover future expenditures.