<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 _____December 31,1998________
[ ] 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 52-2002396
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
249 Royal Palm Way, Suite 301 H, Palm Beach, Fl 33480
(Address of principal executive offices) (Zip Code)
(561) 820 - 0084 (561) 655 - 0146
(Issuer's telephone number) (Issuer's telecopier 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 shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: $0.001 Par Value Common Shares -
1,908,285 as of January 31,1999.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [ X ]
Page 1 of 9
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES
Investment Banking $ 200,907 $ 284,966 $ 466,396 $ 2,710,760
Investment Management 309,838 81,050 1,049,826 283,495
Interest Income 16,757 49,831 76,584 85,405
-------------- ------------- -------------- -------------
527,502 415,847 1,592,806 3,079,660
-------------- ------------- -------------- -------------
EXPENSES
Selling, General & Administration 772,663 755,660 2,098,629 3,100,834
Amortization & Depreciation 99,890 57,756 238,289 173,947
Foreign Exchange Loss (Gain) 1,833 17,004 (60,964) (237)
Interest Expense 75,666 37,627 191,429 82,626
-------------- ------------- -------------- -------------
950,052 868,047 2,467,383 3,357,170
-------------- ------------- -------------- -------------
PROFIT (LOSS) FROM CONTINUING
OPERATIONS - BEFORE INCOME TAXES (422,550) (452,200) (874,577) (277,510)
PROVISION FOR INCOME TAXES (RECOVERABLE) 2,873 (134,370) 2,873 (70,000)
EQUITY IN NET EARNING (LOSSES) OF
CONSOLIDATED AFFILIATES (4,962) --- (29,957) ---
-------------- ------------- -------------- -------------
PROFIT (LOSS) FROM CONTINUING OPERATIONS (430,385) (317,830) (907,407) (207,510)
Loss from Discontinued Operations --- --- --- 691
Gain on Disposal of Discontinued Assets --- --- --- 803,483
-------------- ------------- -------------- -------------
NET PROFIT (LOSS) FOR THE PERIOD (430,385) (317,830) (907,407) 596,664
FOREIGN EXCHANGE TRANSLATION EFFECT 715 (7,467) (197,528) (7,123)
RETAINED EARNINGS (DEFICIT)
- Beginning of Period (2,253,884) (652,640) (1,578,619) (1,567,478)
-------------- ------------- -------------- -------------
RETAINED EARNINGS (DEFICIT)
- END OF PERIOD $ (2,683,554) $ (977,937) $ (2,683,554) $ (977,937)
============== ============= ============== =============
FINANCIAL OVERVIEW
Common Shares Outstanding 1,908,285 1,220,250 1,908,285 1,220,250
Weighted Average Shares Outstanding - Basic 1,930,035 1,200,542 1,817,454 1,206,543
Weighted Average Shares Outstanding - Diluted 2,893,364 1,616,078 2,592,721 1,636,440
EPS - From Continuing Operations (Basic) (0.22) (0.26) (0.50) (0.17)
EPS - From Discontinuing Operations (Basic) 0.00 0.00 0.00 0.67
EPS (Basic) (0.22) (0.26) (0.50) 0.49
EPS - From Continuing Operations (FD) (0.22) (0.26) (0.50) (0.17)
EPS - From Discontinuing Operations (FD) 0.00 0.00 0.00 0.49
EPS (FD) (0.22) (0.26) (0.50) 0.36
</TABLE>
See Accompanying Notes to Un-audited Consolidated Financial Statements
Page 2 of 9
<PAGE> 3
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
As at December 31, As at March 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 349,070 $ 675,664 $ 2,873,731 $ 349,738
Due from brokers and dealers 875,325 388,874 2,012 166,062
Due from clients 96,936 651,889 715,871 5,967,989
Marketable securities 33,542 288,462 35,169,986 29,457,965
Accounts receivable 629,794 449,785 882,491 226,663
Income tax receivable --- 9,198 7,789 22,197
Notes receivable 807,607 1,090,932 616,579 ---
Prepaid expenses and other current assets 34,576 118,270 56,733 151,483
-------------- ------------- -------------- -------------
2,826,850 3,673,074 40,325,192 36,342,097
-------------- ------------- -------------- -------------
Property & equipment, net 1,273,289 1,453,816 1,425,192 1,609,905
Notes receivable, non-current portion 615,175 306,673 952,106 ---
Other long-term assets 84,710 84,710 84,710 256,945
Investment in unconsolidated affiliates 4,151,401 3,029,987 3,488,322 ---
Goodwill, net 1,950,719 377,901 2,468,210 394,332
Net assets related to discontinued assets --- --- --- 217,228
-------------- ------------- -------------- -------------
8,075,294 5,253,087 8,418,540 2,478,410
-------------- ------------- -------------- -------------
$ 10,902,144 $ 8,926,161 $ 48,743,732 $ 38,820,507
============== ============= ============== =============
CURRENT LIABILITIES
Due to brokers and dealers $ 88,689 $ 216,241 $ 34,663,322 $ 33,012,864
Due to clients 892,891 712,342 3,057,747 1,320,874
Accounts payable and accrued liabilities 532,069 577,642 1,063,956 257,470
Notes payable 818,441 1,278,941 1,703,441 ---
Bank loan 699,378 --- --- ---
-------------- ------------- -------------- -------------
3,031,468 2,785,166 40,488,466 34,591,208
-------------- ------------- -------------- -------------
Due to related parties 628,428 20,056 --- ---
Other liabilities 67,713 --- 77,033 ---
Notes payable, long-term portion 615,175 192,059 1,485,801 ---
Discontinued liabilities --- --- --- 504,962
Deferred income tax liability --- --- --- 85,000
-------------- ------------- -------------- -------------
1,311,316 212,115 1,562,834 589,962
-------------- ------------- -------------- -------------
SHAREHOLDERS' EQUITY
Capital Stock and additional paid-in capital 9,242,914 6,906,817 8,271,051 5,206,815
Accumulated comprehensive income (202,579) (16,320) (5,051) (9,197)
Retained Earnings (Deficit) (2,480,975) (961,617) (1,573,568) (1,558,281)
-------------- ------------- -------------- -------------
6,559,360 5,928,880 6,692,432 3,639,337
-------------- ------------- -------------- -------------
$ 10,902,144 $ 8,926,161 $ 48,743,732 $ 38,820,507
============== ============= ============== =============
</TABLE>
See Accompanying Notes to Un-audited Consolidated Financial Statements
Page 3 of 9
<PAGE> 4
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
9 Months to December 31, 12 Months to March 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (907,407) $ 596,664 $ (15,287) $ (230,153)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Amortization 238,289 173,947 240,886 240,912
Gain on disposition of discontinued operations --- --- (804,174) ---
Non cash compensation --- 60,000 60,000 117,500
Deferred income tax --- (85,000) (85,000) 85,000
Unrealized gain (loss) on marketable securities 15,608 109,396 159,831 (529,854)
-------------- ------------- -------------- -------------
(653,510) 855,007 (443,744) (316,595)
Increase (decrease) in due to/from brokers and
dealers, net (35,447,946) (33,602,371) 1,814,508 31,515,327
Increase (decrease) in due to/from clients, net (1,545,921) 4,707,568 6,988,991 (5,588,459)
Increase (decrease) in marketable securities 35,198,633 28,110,107 (5,871,852) (26,352,526)
Increase (decrease) in accounts receivable and
sundry assets 282,643 (176,910) (452,610) (184,970)
Decrease (increase) in accounts payable and
accrued liabilities (531,887) 320,172 633,103 (56,560)
Increase in assets and liabilities related to
discontinued operations --- (287,734) (287,734) 129,296
-------------- ------------- -------------- -------------
CASH PROVIDED (USED) BY OPERATING
ACTIVITIES (2,697,988) (74,161) 2,380,662 (854,487)
-------------- ------------- -------------- -------------
FINANCING ACTIVITIES
Capital stock and additional paid-in capital issued 133,000 270,000 270,000 727,339
Increase (decrease) in due to related parties 628,428 20,056 --- ---
Proceeds (repayment) of notes payable (916,763) 1,278,941 1,508,712 (119,462)
Proceeds (repayment) of bank loan 699,378 --- --- ---
-------------- ------------- -------------- -------------
CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 544,043 1,568,997 1,778,712 607,877
-------------- ------------- -------------- -------------
INVESTING ACTIVITIES
Property and equipment, net (6,532) (12,688) (2,032) (10,866)
Long term investments, net (364,184) (478,148) (485,336) (66,945)
Notes receivable --- (678,074) (1,299,935) ---
-------------- -------------- -------------- -------------
CASH PROVIDED (USED) BY INVESTING
ACTIVITIES (370,716) (1,168,910) (1,787,303) (77,811)
-------------- ------------- -------------- -------------
INCREASE (DECREASE) IN CASH (2,524,661) 325,926 2,372,071 (324,421)
CASH - Beginning of period 2,873,731 349,738 349,738 674,159
CASH - Acquired on acquisition --- --- 151,922 ---
-------------- ------------- -------------- -------------
CASH - END OF PERIOD $ 349,070 $ 675,664 $ 2,873,731 $ 349,738
============== ============= ============== =============
</TABLE>
See Accompanying Notes to Un-audited Consolidated Financial Statements
Page 4 of 9
<PAGE> 5
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1998
===============================================================================
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 Unaudited 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, 1998, included in its Form
10-KSB for the year ended March 31,1998.
2. During the period, the Company issued:
o 35,000 shares of common stock and 17,500 common stock purchase warrants
for net proceeds of $140,000. A $7,000 fees was paid to an
intermediary;
o 231,918 shares of common stock as partial payment for a $1,140,000 note
due July 1998 and 1999, in conjunction with its acquisition of Leon
Frazer, Black & Associates Limited and Black Investment Management
Limited. The balance of the note: C$250,000 (US $170,000) was paid in
cash in July 1998 and C$150,000 (US $98,000) is still outstanding;
o 27,244 shares of common stock to Leon Frazer, Black & Associates
Limited and $3,688 in cash, in order to acquire the 8.55% it did not
own in InterUnion Asset Management ("IUAM"), making IUAM a wholly owned
subsidiary;
o 10,000 shares of common stock as a fee for a loan extension.
In addition, during the period the Company cancelled 69,860 shares of
common stock it received in reduction of a note receivable.
The shareholders approved the increase of the authorized number of
common shares to 5,000,000.
3. Earning 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.
4. During the period, the Company exercised 13,761,702 Receptagen Ltd. ("RCG")
Share Purchase Warrants to hold 30,117,582 common shares. The Company also holds
7,970,938 Share Purchase Warrants with an exercise price of C$0.035 that expire
on June 30, 2000. The Company will continue to account for its interest in RCG
on the cost basis as: (i) although the restructuring plans have been altered due
to market conditions affecting small capitalization companies and this
particular sector, it is still in progress; (ii) the Company does not intend to
increase its percentage ownership of RCG; and (iii) the Company's interest in
RCG has been diluted in view of the cash raised by RCG for its operations. It
should be noted that should the Company maintain its current ownership interest
in RCG, by the end of the current fiscal year the Company may be required, under
applicable accounting principles, to change its method of accounting from the
cost basis to the equity method of accounting. Such a change in accounting
policy may cause the Company to record a charge against income.
5. On January 25, 1998, the Company reorganized its investment management
companies under the name of InterUnion Asset Management Limited ("IUAM"). IUAM
also raised C$5,000,000 (US$3,300,000) by the issuance to Working Ventures
Canadian Fund of preferred shares that can be converted into common shares in
order to represent 31% of the issued and outstanding common shares of IUAM.
6. As of April 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income". This statement establishes
standards for reporting and display of comprehensive income and its components.
Comprehensive income is net income plus certain items that are recorded directly
to shareholders' equity bypassing net income. The only such item currently
applicable to the Company is foreign currency translation adjustments.
Page 5 of 9
<PAGE> 6
For the period ended September 30, 1998 and 1997, total comprehensive
income was ($1,104,935) and $589,541, respectively. The adoption of this
Statement had no effect on the Company's results of operations or financial
position as the only item that is added to Net income (loss) is foreign currency
adjustments.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) OVERVIEW
During the first nine months of fiscal 1999, InterUnion reported consolidated
revenues of $1.6 million versus $3.0 million a year earlier. The revenues during
the third quarter were $527 thousand versus $416 thousand a year earlier.
Selected financial data from InterUnion's financial statements is (figures
in 000's except per share data):
<TABLE>
<CAPTION>
9 mos. ended 9 mos. ended 9 mos. ended
Dec.- 98 Dec.- 97 Dec. - 96
<S> <C> <C> <C>
Working Capital (205) 888 1,372
Cash Flow (653) 855 (126)
Total Assets 10,902 8,926 5,655
Shareholders' Equity 6,559 5,928 3,426
Common Share, # 1,908,285 1,220,250 969,714
Book Value Per Share 3.44 4.86 3.53
</TABLE>
The most significant event that has affected the Company this quarter was
actually completed at the end of January 1999. The Company amalgamated its
ownership of the various Toronto based wealth and investment managers into its
Canadian subsidiary, InterUnion Asset Management Limited ("IUAM"). The purpose
of this amalgamation under one holding company was effected in order to allow
the Company to form a "pure form" corporation able to raise capital and proceed
with its acquisition program by offering cash and/or shares on a tax effective
basis to the owners of target companies. As a result of this amalgamation, the
Company was able to raise $3.3 million (C$5 million) through the issuance of
preferred shares to Working Ventures Canadian Fund ("WVCF") representing 31%
ownership interest of IUAM.
(2) NET REVENUES
During the first nine months of fiscal 1999, InterUnion reported consolidated
revenues of $1.6 million versus $3.0 million a year earlier, for a decrease of
46.8%. Investment banking revenues decreased by 82.8% to $466,396 from
$2,710,760 the previous year. Investment management revenues increased by 270.3%
to $1,049,826 from $283,495 the previous year. The decrease of revenues can be
attributed to the following factors: (i) time and effort dedicated by management
of the Company to restructure its ownership of IUAM and satisfy due diligence
requirements in order to successfully close a financing in an environment
unfriendly to small capitalized companies and to a certain extent, financial
service companies as a consequence of the markets remaining bearish in this
sector; (ii) lack of institutional support of the small cap market thus reducing
the flow of agency trading activity; (iii) concentration of human and financial
resources in the M&A sector which, although generating monthly work fees, is
subject to payout at the end of a process which can be lengthy; and (iv)
diversion from client oriented activities of administration and audit personnel
in order to build the investment management sector. Such diversion has been
considered successful as the investment management business raised $3.3 million
(C$5 million) in January 1999. The increase in investment management revenues is
due to: (i) the acquisition in late fiscal 1998 of The Glen-Ardith Frazer
Corporation; and (ii) a portion of Guardian Timing Services revenue being based
on performance. Due to the nature of the increase and the rate of increase, it
may not be sustainable even though the funds raised will be used for the
acquisition of investment managers.
(3) EXPENSES
Page 6 of 9
<PAGE> 7
During the first nine months, the Company reduced its expenses from $3,357,170
to $2,467,383 from a year earlier, representing a decrease of 26.5%. This
decrease is attributable to the reduction in Selling, General and Administration
relating to a drop in financing activity, which was reduced by 32.3%, to
$2,098,629 from $3,100,834.
The reduction in expenses was offset by increases in interest charges due to the
notes payable assumed in the acquisition of Leon Frazer, Black & Associates
Limited, Black Investment Management Limited and InterUnion Asset Management
Limited in fiscal 1998. The interest expense is to be reduced in the following
quarters as most of the debt was reduced by the issuance of common shares.
(4) NET INCOME
Net loss from operations (basic) for the nine months ending December 31, 1998
was $907,407or $0.50 per share versus a loss of $207,510 or $0.17 per share a
year earlier. The decrease in EPS is due to the decrease in revenue. This
decrease is due to lower revenues in general but essentially to the fact that
marketing of investment banking services and placement of shares for corporate
clients, the main source of revenue for the Company, were kept on the sidelines
in order to ensure the conclusion of the financing of IUAM. Due to its limited
capital resources combined with limited human resources, the Company could only
focus on what, in the opinion of management, represented the best potential
return for its shareholders. During the first nine months of fiscal 1998,
InterUnion recorded a gain from discontinued operations of $691 and a gain on
disposal of discontinued assets of $803,483.
The basic weighted average number of common shares outstanding for the nine
months ending December 31, 1998 is 1,817,454 versus 1,206,543 a year earlier.
The increase is due to the issuance of shares in the form of Regulation "S"
financings, for the acquisition of investment managers and the settlement of
liabilities that arose from these acquisitions.
(5) LIQUIDITY AND CAPITAL RESOURCES
In order to meet its growth plans and fund any operating cash requirements, the
Company's policy is to issue additional capital stock, when possible. To date
the Company has done this either through the issuance of common stock under
Regulation "D" or Regulation "S". The following are details of these private
placements during the previous three fiscal years:
<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"
May 1998 17,002 68,008 Regulation "S"
June 1998 35,000 140,000 Regulation "S"
July 1998 262,142 1,048,568 Regulation "S"
December 1998 10,000 40,000 Regulation "S"
</TABLE>
When market conditions do not allow the issuance of Common Shares, the Company
issues other instruments such as Promissory Notes and/or Preferred Shares. The
Company was debt free until the restructuring of RCG and the acquisition of the
investment management business. In the RCG restructuring, the entirety of the
debt assumed by the Company has been matched by receivables from RCG with
similar terms. Furthermore, the Company has received, as security, all the
assets of RCG including the intellectual properties.
In order to meet its cash requirements for accelerating the full payment of its
interest in the investee companies, the Company borrowed $500,000 in July 1998
and a further $100,000 in November 1998 from RIF Capital Inc, a shareholder of
the Company. In addition, the Company has a credit facility with a Canadian
chartered bank, of which $700,000 (C$1,070,000) had been drawn down as of
December 31,1998. This credit facility was reimbursed in its entirety at the end
of January 1999.
Page 7 of 9
<PAGE> 8
In January 1999, the Company signed a letter of intent for up to $3 million in
credit facility. These funds can be drawn down for new projects within the
Company's investment banking objectives or the acquisition of non Canadian
wealth and investment managers.
In late January 1999, the Company reorganized its investment management
companies under its Canadian subsidiary, InterUnion Asset Management Limited
("IUAM"). Subsequently, Working Venture Canadian Funds ("WVCF") invested C$5
million in IUAM for a 31% interest. The proceeds of these funds will be used
primarily to pursue IUAM's acquisition program. WVCF is a Canadian venture
capital fund with over $550 million under management. Management believes that,
by establishing a partnership with WVCF, the resulting entity will be
substantially stronger and will be able to prosper by drawing on its
shareholders strengths.
The Company is still in negotiation with a number of strategic partners,
including WVCF, to raise addition funds. Management would like to close an
additional $2-5 million in financing for its IUAM subsidiary in its fourth
quarter, which should give IUAM sufficient financial resources to finance its
growth until it can successfully close an initial public offering within a few
years.
(6) 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 have not been discussed above.
In addition, there is no significant income or loss that has risen from the
Company's continuing operations that has 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 that has not been discussed above.
(7) 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. It
should also be emphasized that, should the Company not be successful in
completing its own financing (either by debt or by the issuance of securities
from treasury), its strategy to grow by acquisition will be affected.
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 Company 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 Company will take necessary steps to replace the supplier. Management is
testing new systems for which it is responsible. It is the Company's objective
to be year 2000 compliance for all systems by the end of fiscal 1999, however,
no assurances can be given. The Company believes that it has provisioned
sufficient amounts to cover future expenditures.
In the opinion of management the financial statements for the periods ending
December 31, 1998 accurately reflect the operations of the Company and its
subsidiaries. The Company has taken every reasonable step to ensure 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, 1998.
Forward-looking statements included in Management's Analysis and Discussion
reflects management's best judgment based on known factors, and involves 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.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Page 8 of 9
<PAGE> 9
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
None
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 Financial Data Schedule (for SEC 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 February 10, 1999 /s/ Georges Benarroch, Director
--------------------------------
(Signature)*
Date February 10, 1999 /s/ Karen Lynn Bolens, Director
--------------------------------
(Signature)*
* Print the name and title of each signing officer under his signature.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERUNION
FINANCIAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
10-QSB FILING.
</LEGEND>
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 349,070
<SECURITIES> 33,542
<RECEIVABLES> 629,792
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,826,850
<PP&E> 2,129,955
<DEPRECIATION> (856,666)
<TOTAL-ASSETS> 10,902,144
<CURRENT-LIABILITIES> 3,031,468
<BONDS> 0
<COMMON> 1,908
0
150,000
<OTHER-SE> 8,888,427
<TOTAL-LIABILITY-AND-EQUITY> 10,902,144
<SALES> 0
<TOTAL-REVENUES> 1,592,806
<CGS> 0
<TOTAL-COSTS> 2,098,629
<OTHER-EXPENSES> 177,325
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 191,429
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