<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2002          Commission File No: 000-28638

                        INTERUNION FINANCIAL CORPORATION
        (Exact name of small business issuer as specified in its charter)

<TABLE>

<S>                                                                              <C>
Delaware                                                                                                87-0520294
(State or other jurisdiction of incorporation or organisation)                   (IRS Employer Identification No.)
</TABLE>

        1232 N. Ocean Way, Palm Beach, Fl                                  33480
 (Address of principal executive offices)                             (Zip Code)


             (561) 845-2849                                       (561) 844-0517
(Issuer's telephone number)                         (Issuer's telecopier number)


             Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: Common Stock $0.001
Par Value

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 [ ]

Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [X]


State issuer's revenues for its most recent fiscal year:  $39,928

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and ask prices of such stock, as of a specified date within the past 60
days. $1,855,413 as at April 30, 2002

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of share outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: $0.001 Par Value Common Shares -
1,916,549 as of March 31,2002.

Transitional Small Business Disclosure Format (Check One)  Yes [ ]     No [X]



                                  Page 1 of 21




<PAGE>





                        INTERUNION FINANCIAL CORPORATION
                                   FORM 10-KSB
                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                                              <C>
PART I............................................................................................................3
    Item 1 DESCRIPTION OF BUSINESS................................................................................3
    Item 2 DESCRIPTION OF PROPERTY................................................................................6
    Item 3 LEGAL PROCEEDINGS......................................................................................6
    Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................................................6
PART II...........................................................................................................6
    Item 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...............................................6
    Item 6 MANAGEMENT'S DISCUSSION AND ANALYSIS...................................................................8
    Item 7 FINANCIAL STATEMENTS..................................................................................14
    Item 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURE.........................................................................15
PART III.........................................................................................................15
    Item 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.....................................................15
    Item 10 EXECUTIVE COMPENSATION...............................................................................17
    Item 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......................................18
    Item 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................................................20
    Item 13 EXHIBITS AND REPORTS ON FORM 8-K.....................................................................20

</TABLE>


                                  Page 2 of 21


<PAGE>


PART I

Item 1   DESCRIPTION OF BUSINESS

(A)      BUSINESS DEVELOPMENT

INTERUNION FINANCIAL CORPORATION (the "Company"), is a Delaware corporation. The
Company was incorporated on February 7, 1994. InterUnion strategy is to acquire,
when possible, a majority interest in financial services business. The Company
acquires for cash but preferably for Common Shares of the Company with
additional incentives for vending shareholders via Common Share Purchase
Warrants and Stock Options for management.

In 1999, the Company restructured its interest in its Canadian based investment
management activities in order to facilitate the growth strategy in that
sector. InterUnion Asset Management became the holding company for the Company's
interest in the following investment management companies: Guardian Timing
Services Inc. ("GTS"); Leon Frazer, Black & Associates Limited ("LFB"); AIL
Investment Services ("AILIS") and Black Investment Limited ("BIM"). The purpose
of the restructuring of IUAM was to pursue acquisitions on a tax effective basis
as well as secure an institutional strategic alliance. Merchant banking
activities focus on restructuring and/or consolidating as principal, in order to
capitalize smaller or privately/family held companies and attract institutional
interest. Investment banking activities focus on advisory services and raising
of capital, as agent, for small and medium size corporations, public or private
which are either looking for institutional financing or strategic alliances in
sectors in which InterUnion Financial Corporation has recognized research and
corporate finance strength.

The Company's policy is not to get involved in the corporations it advises or
provides financing to when acting as agent, and to limit the extent of its
involvement in the corporations in which it acts as principal.

On January 25, 1999, the Company, through a roll over of its interests,
reorganised its investment management companies: BIM, GTS and LFB, into IUAM.
The purpose of the reorganisation was to allow IUAM to implement its business
plan and continue its acquisition program, on a tax effective basis, as a
consolidator of Canadian investment management companies and get access to an
institutional strategic alliance. That restructuring has allowed the Company to
include its IUAM ownership in its merchant banking activities.

On January 25, 1999, IUAM issued 310,010 convertible preferred shares to Working
Venture Canadian Fund ("WVCF") for gross proceeds of C$5,000,000. (C$ is the
symbol used for the Canadian currency, unless preceded by C, all dollar amounts
are US dollars). Each convertible preferred share is convertible into one common
share of IUAM and gives the holder one vote per share. WVCF is a Canadian
institutional investor with more than $500 million in funds under
administration. WVCF's only fund is a labor sponsored fund with approximately
400 shareholders. Investors in these funds receive an immediate tax credit of up
to 40% of the amount invested.

On March 9,1999, WVCF converted their Convertible Preferred Shares in IUAM
Common Shares and acquired an additional 568,160 Common Shares for C$5,000,000.
At that point, the ownership structure of IUAM became WVCF 56% and IUFC 44%.
Concurrent with that last financing, IUAM incorporated a new entity, AIL
INVESTMENT SERVICES LIMITED ("AILIS"). The objective of AILIS being to create a
family of mutual funds in order to expand WVCF's product line. The funds raised
by expanding the products sold by WVCF's sales force would be managed by the
various investment managers within the IUAM group.

On November 22, 1999, at the Company's Shareholders' meeting it was approved to
amend the Certificate of Incorporation of the Company by allowing the Board of
Directors of the Company to set the total amount of common voting stock, each
share of stock having one vote, at $0.001 par value and shall be set by
resolution as adopted by the Board of Directors, which such number of authorised
shares may be changed from time to time, within our 10,000,000 share limitation,
as adopted by resolution(s) adopted by the Board of Directors.


                                  Page 3 of 21


<PAGE>


During December 1999, the Company at the recommendation of the Board of
Directors simplified its corporate structure by reducing the number of
subsidiaries through reallocation of their business to other operating entities
or the merging of their activities. To achieve simplification of the corporate
structure the following subsidiaries were dissolved:

         Credifinance Realty Corp., Toronto, Ontario, Canada
         Credifinance Securities Inc., Florida, USA
         Marbury Trading Corporation, Panama
         Bearhill Limited, British Virgin Islands

In December 1999, the Company formed a new, wholly owned, subsidiary named
InterUnion Merchant Group Inc. (IUMG), a British Virgin Islands based company.
InterUnion Merchant Group took over the assets and liabilities of Marbury
Trading Corporation and Bearhill Limited upon their liquidation. The Company
also changed name of I & B Inc. Delaware, USA, a wholly owned subsidiary to
Credifinance Capital Corp. (CFCC), Delaware, USA.

In September 2000, the Company decided to separate the investment banking and
investment management operations. In order to focus on its investment management
operation, the Company sold its investment banking operations to RIF Capital
Inc. (shareholder) for a consideration of the assumption of all the assets and
liabilities of the Company, exclusive of the Company's 42.8% ownership in IUAM
and its 100% ownership in IUAM. The shareholders of the Company approved the
sale at the annual meeting on November 17, 2000. The investment banking
operation was comprised of Credifinance Capital Corp. and its wholly owned
subsidiary, Credifinance Capital Inc. and the latter's wholly owned subsidiary,
Credifinance Securities Limited.

Following the sale, the Company owned a 42.8% interest in IUAM and 100% interest
in IUMG.

In December, 2001, InterUnion Financial Corporation ("InterUnion" or the
"Company"), sold its 42.8% owned subsidiary and main asset, InterUnion Asset
Management Limited ("IUAM"), to AMIC Canada Limited ("AMIC"), a wholly owned
subsidiary of Asset Management Investment Company, PLC, a corporation registered
in England and Wales.

IUAM, based in Toronto, Canada, manages approximately C$1.5 billion for
institutions and individuals. The Company had previously sold the controlling
interest of IUAM to Working Ventures Fund of Canada ("Working Ventures") for
C$10 million in March 1999.

AMIC paid C$10,550,000 in cash to the shareholders of IUAM: the Company and
Working Ventures, and assumed the C$3,500,000 Convertible Preferred Debenture
owed by IUAM to one of its investee companies. The Company received 75% of the
pro-rata proceeds on December 20, 2001 and received the 25% remainder on March
28, 2002, which was held in escrow, pending the issuance of a certificate under
Section 116 of the Income Tax Act (Canada).

The shareholders of IUAM agreed to pay a C$300,000 commission to IUAM's
President, Chief Executive Officer and Director, Selwyn Kletz, and to its Chief
Financial Officer, Russell Lindsay.

The nominees of the Company on the Board of Directors of IUAM resigned on
closing.

In accordance with Regulation S-X, the Company was required to disclose the
pro-forma consolidated balance sheet and the pro-forma consolidated statement of
operations had this disposition been completed as at the beginning of fiscal
2001. The Form 8-K/A was filed and dated March 15, 2002.


                                  Page 4 of 21

<PAGE>


(B)      BUSINESS OF ISSUER

GENERAL

The Company was formed as a "business bank" which would acquire, when possible,
a majority interest in financial services companies in order to expand its
investment banking activities.

InterUnion is both a holding and an operating company as it engages in
activities which can be 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 Company owns an operating entity, InterUnion Merchant Group Inc. In addition
to this subsidiary, the Company, until December 2001, had a 42.8% interest in
InterUnion Asset Management Limited, a holding company with interests in
Canadian investment management companies.

The Company's investment banking operations, consisting of Credifinance Capital
Corp., Credifinance Capital Inc. and Credifinance Securities Limited, were sold
in September 2000 to RIF Capital Inc.

InterUnion Merchant Group ("IUMG"), is a B.V.I. corporation with administrative
offices in Geneva Switzerland. Following the Company's sale of its investment
banking operations, IUMG has had no activities. IUMG's investment in Receptagen
Ltd, a Canadian based company, was assumed by the Company prior to the sale of
the investment banking operation and the assumption of the assets and the
liabilities of the Company in the sale to RIF Capital Inc.

IUMG owns the proprietary rights to certain computer software known as ITM
Software, which is a computer software program 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. Until March 31, 1999, the Company was
amortising the ITM Software at a rate of $192,444 per annum. However, due to an
uncertain future of the software and its inability to produce an identifiable
cash flow in the near future, the Company decided to depreciate the ITM Software
fully, resulting in an additional depreciation cost of $817,889. The Company
will update and maintain the software and sell it when a suitable offer to
purchase is received.

COMPETITION

Competition is a part of every business. InterUnion faces competition directly
and through its subsidiaries from larger, better-capitalized financial service
companies as well as smaller, also better capitalized niche companies.

GROWTH STRATEGY

Since inception, InterUnion's strategy has been to be a "business bank" i.e. to
be able to take advantage of investing/advisory opportunities. These
opportunities can include the temporary involvement of the Company in pure
financial service transactions. InterUnion's business will retain the purchase
and selling of companies or part of companies which will use InterUnion's
investment management services as well as its ability to pay cash and/or issue
its own security in order to complete corporate transactions. InterUnion's
strategy is also to reduce its shareholders' risk by ensuring that its book
value is spread among various interests and does not depend on only one sector
of activity or only one operating company. InterUnion has been successful in
managing its investors' risk as today there is a sufficient number of
professionals with adequate credentials and experience in the various operations
who at the same time are shareholders of InterUnion. In time, as InterUnion gets
a larger and more diversified shareholder base, that strategy should help
InterUnion to grow and enable it to obtain outside financing.


                                  Page 5 of 21
<PAGE>

GOVERNMENT REGULATION

The operating activities of the Company are not subject to governmental
regulatory agencies.

EMPLOYEES

InterUnion has 1 full time employee.


Item 2                     DESCRIPTION OF PROPERTY

The Company does not own real estate and has no leasehold interests in real
estate. The Company maintains an office at 1232 North Ocean Way, Palm Beach.

Item 3   LEGAL PROCEEDINGS

There is no current or pending litigation.

Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no shareholders meetings during the period covered by this report.

PART II

Item 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)      MARKET INFORMATION

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

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>
     FY01 Qtr 1            0.82                 0.88                  0.32                 0.32
     FY01 Qtr 2            0.32                 0.47                  0.16                 0.25
     FY01 Qtr 3            0.25                 0.26                  0.10                 1.75
     FY01 Qtr 4            1.75                 2.25                  1.40                 1.44
     FY02 Qtr 1            1.44                 1.95                  1.40                 1.90
     FY02 Qtr 2            1.90                 6.50                  1.90                 3.25
     FY02 Qtr 3            3.25                 3.25                  2.00                 2.10
     FY02 Qtr 4            2.10                 2.10                  1.01                 1.02

</TABLE>

 (b)     HOLDERS

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

<TABLE>
<CAPTION>

         Class of Stock                                     Number of Holders
         --------------                                     -----------------
<S>                                                         <C>
         Common Share                                       328
         Class A Preferred                                  None issued(1)
         Class B Preferred                                  None issued
         Class C Preferred                                  None issued

</TABLE>

         (1)      1,500,000 Class A Preferred shares, representing 100% of the
                  issued shares in this class were converted to 15,000,000
                  common shares on a 10 for 1 basis.


                                  Page 6 of 21

<PAGE>

(c)      DIVIDENDS

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; those limit the ability to pay out all earnings as dividends. The
Board of Directors does not anticipate paying any dividends in the foreseeable
future; it intends to retain the earnings which could be distributed, if any,
for the operations, expansion and development of its business.

    (d)  RECENT SALES OF UNREGISTERED SECURITIES

    (i)  SALES PURSUANT TO REGULATION D

The Company has not made any sales 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, promulgated by the
Securities and Exchange Commission.

    (B)  SALES PURSUANT TO REGULATION S

The following sales of Common Stock were made by the Company 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>

         Title of Class
              (1)(2)(3)          Number       Price per
                 (4)(5)       of Shares           Share      Consideration         Commission             Date
         --------------       ---------       ---------      -------------         ----------        -------------
<S>                           <C>             <C>            <C>                   <C>               <C>
              Common(6)         229,453          5.00           1,147,265              Nil                April 1997
              Common(7)          60,000          3.00             180,000              Nil                 June 1997
              Common(8)          15,000          6.00              90,000              Nil               August 1997
              Common(9)         213,194          4.00             852,776              Nil             February 1998
             Common(10)         216,640          3.64             788,569              Nil                April 1998
             Common(11)          17,002          4.00              68,008              Nil                  May 1998
                 Common          35,000          4.00             140,000            7,000                 June 1998
             Common(11)         262,142          4.00           1,048,568              Nil                 July 1998
             Common(11)          10,000          4.00              40,000              Nil             December 1998
             Common(11)         180,000          3.50             630,000           63,000             February 1999
             Common(12)          25,000          3.50              87,500              Nil                March 1999
             Common(11)           1,140          4.00               4,560              Nil                March 1999
             Common(13)         114,500          0.50              57,250              Nil             November 1999
            Common (14)       2,014,198          0.40             805,679              Nil             November 1999
             Common(15)      15,000,000          4.00             150,000              Nil            September 2000
             Common(16)          16,575          3.02              50,000              Nil                April 2002
</TABLE>

NOTES TO SALES PURSUANT TO REGULATION S

    (1)  All sales were made directly by the Company as issuer.

    (2)  The class of persons to whom the Company sold the above-referenced
         securities were individuals or entities whom the Company 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.


                                  Page 7 of 21
<PAGE>

    (4)  The company specifically relied upon compliance with Regulation S as
         promulgated by the Securities and Exchanges Commission. The Company was
         in compliance with Category 3 of Rule 903 of Regulation S which
         provides an issuer safe harbour. Under this Category the Company
         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)  These shares were issued on the conversion of a debenture.

    (6)  These shares were issued with regards to the Receptagen restructuring.
         The consideration was determined by the price of the common stock at
         the time of the transaction. These shares were given to a non-related
         party.

    (7)  These shares were issued upon the exercise of employee stock options,
         previously granted to Mr. Selwyn J. Kletz.

    (8)  These shares were issued upon the exercise of warrants.

    (9)  These shares were issued in the acquisition of IUAM. The consideration
         received was 91.55% of all of the issued and outstanding shares of
         IUAM. The valuation of IUAM was determined by an arms lengths
         transaction. These shares were given to a non-related party.

   (10)  These shares were issued in the acquisition of BIM. The consideration
         received was 45% of all of the issued and outstanding shares of BIM.
         The valuation of BIM was determined by an arms lengths transaction.
         These shares were given to a non-related party.

   (11)  These shares were issued in settlement of an equal amount due to the
         purchaser of the common stock.

   (12)  These shares issued for services received from the Chairman of the
         Company, Mr. Robert Crosbie.

   (13)  The shares issued in settlement of note payable.

   (14)  The shares issued in settlement of note payable.

   (15)  These shares were issued on the conversion of 1,500,000 shares of Class
         "A" Preferred at ratio of 10 to 1.

   (16)  These shares issued for services received from a Director of the
         Company, Mr. Robert Crosbie.

Item 6   MANAGEMENT'S DISCUSSION AND ANALYSIS

    (a)  OVERVIEW

InterUnion Financial Corporation ("IUFC" or InterUnion") was incorporated on
February 7, 1994. InterUnion strategy is to acquire, when possible, a majority
interest in financial services business. The Company acquires for cash but
preferably for Common Shares of the Company with additional incentives for
vending shareholders via Common Shares Purchase Warrants and Stock Options for
management.

In 1999, the Company restructured its interest in its Canadian based investment
management activities in order to facilitate the growth strategy in that sector.
InterUnion Asset Management became the holding company for the Company's
interest in the following investment management companies: Guardian Timing
Services Inc. ("GTS"); Leon Frazer, Black & Associates Limited ("LFB"); AIL
Investment Services ("AILIS") and Black Investment Limited ("BIM"). The purpose
of the restructuring of IUAM was to pursue acquisitions on a tax effective basis
as well as secure an institutional strategic alliance.

Also in 1999, the Company simplified its corporate organisation chart:
Credifinance Realty Capital Corp. (Ontario), Credifinance Securities Inc.
(Florida); Marbury Trading Corp. (BVI) and Bearhill Ltd. (BVI) were dissolved. A
new company, InterUnion Merchant Group Inc. ("IUMG") (BVI), took over the assets
and liabilities of the dissolved companies as of January 1st, 2000. As of that
date as well, the name of I&B Inc. (Delaware) was changed to Credifinance
Capital Corp. (Delaware).


                                  Page 8 of 21

<PAGE>

In June 2000, the Company acquired 243,750 of its Common Shares at the rate of
$0.6153 per share in settlement of a $150,000 Note Receivable from an unrelated
party.

During the second calendar quarter of 2000, the Company sold its investment
banking subsidiary, Credifinance Capital Corp. (Delaware) "CFCC" to its majority
shareholder RIF Capital Inc ("RIF"). The transaction was made effective
September 30, 2000, and was approved by the shareholders of the Company at the
Company's Annual and Special Shareholders meeting in November 2000. The purpose
of the transaction was to make the Company a "pure play" and allow more
flexibility to either raise capital or use its Common Stock as currency while
pursuing acquisitions of investment management companies in Canada through IUAM
or, alone, elsewhere. It also allows an opportunity for the shareholders of IUAM
to roll over their interest in a tax effective manner into the Company while,
offering at the same time the possibility to the minority shareholders of the
IUAM investee companies, to exchange the share they hold in private companies
for common stock of a public entity.

In September 2000, the Company converted its Class "A" Preferred Shares into
Common Shares at the rate of 1 to 10. Consequently, in lieu of 1,500,000 Class
"A" Preferred Shares, the Company issued 15,000,000 Common Shares.

In November 2000, in a Special Meeting of the Shareholders of the Company, it
was resolved to execute a reverse split in the issued and outstanding common
stock of the Company in the ratio of ten (10) to one (1). Consequently, the
number of issued and outstanding common stock of the Company reduced to
1,899,974.

In December, 2001, InterUnion Financial Corporation ("InterUnion" or the
"Company"), sold its 42.8% owned subsidiary and main asset, InterUnion Asset
Management Limited ("IUAM"), to AMIC Canada Limited ("AMIC"), a wholly owned
subsidiary of Asset Management Investment Company, PLC, a corporation registered
in England and Wales.

IUAM, based in Toronto, Canada, manages approximately C$1.5 billion for
institutions and individuals. The Company had previously sold the controlling
interest of IUAM to Working Ventures Fund of Canada ("Working Ventures") for
C$10 million in March 1999.

AMIC paid C$10,550,000 in cash to the shareholders of IUAM: the Company and
Working Ventures, and assumed the C$3,500,000 Convertible Preferred Debenture
owed by IUAM to one of its investee companies. The Company received 75% of the
pro-rata proceeds on December 20, 2001 and received the 25% remainder on March
28, 2002, which is held in escrow, pending the issuance of a certificate under
Section 116 of the Income Tax Act (Canada).

The Company, since the sale of its interest into IUAM, has been reviewing a
number of business opportunities. In view of its cash position, the Company has
received a number of proposals: however, current markets and general economic
conditions are prompting management to carefully assess those business
opportunities.


                                  Page 9 of 21


<PAGE>



Revenues

The flow of revenues from investment banking ceased when the Company sold CFCC
during the 2nd quarter 2001. Total revenues for FY2002 were $39,928, down 88%
from $333,029 the previous year. The Company did not get any dividend from its
42.8% interest in IUAM.

Cost of Revenues

Until 2nd quarter of FY2001 the principal elements comprising costs of revenues
were commissions and salaries paid to non administrative personnel who were
remunerated solely on the basis of their performance. However, due to disposal
of investment banking business the cost of revenue primarily consisted of
general, selling and administrative expenses. During the year 2002, the selling,
general and administrative expenses declined by $199,706 to $166,901
representing a decline of 54.5% over fiscal 2001.

Interest Income

The Company's interest income mainly consisted of interest from loans to
affiliated companies and the interest on credit balances maintained with the
banks. The company's interest earnings decreased by 55.4% to $26,794 in fiscal
2002.

Interest Expenses

The Company paid interest on the loan from affiliated companies. However, the
amount of the interest expense reduced by 77.3% to $5,350 in year 2002 from
$23,599 in the year 2001.

Gain/Loss on Issuance of Security

The Company had no gain or loss on issuance of securities during FY 2002.

Discontinued Operations:

As a result of the sale of its investment banking subsidiary, CFCC, in the 2nd
quarter of FY 2001, the Company reported a profit of $358,169 in September 2000,
from discontinued operations. However, as a result of disposal of discontinued
assets of CFCC, the Company incurred a loss of $780,401.

In fiscal 2000, the Company dissolved the following subsidiaries: Credifinance
Realty Corp. (Ontario) and Credifinance Securities Inc. (Florida) which had no
activity. During the same year, the Company, through a newly created subsidiary,
InterUnion Merchant Group Inc.("IUMG"), (BVI), took over the assets and
liabilities of subsidiaries which were dissolved: Marbury Trading Corp. (BVI)
and Bearhill Ltd. (BVI).

In December, 2001, InterUnion Financial Corporation ("InterUnion" or the
"Company"), sold its 42.8% owned subsidiary and main asset, InterUnion Asset
Management Limited ("IUAM"), to AMIC Canada Limited ("AMIC"), a wholly owned
subsidiary of Asset Management Investment Company, PLC, a corporation registered
in England and Wales.

IUAM, based in Toronto, Canada, manages approximately C$1.5 billion for
institutions and individuals. The Company had previously sold the controlling
interest of IUAM to Working Ventures Fund of Canada ("Working Ventures") for
C$10 million in March 1999.

AMIC paid C$10,550,000 in cash to the shareholders of IUAM: the Company and
Working Ventures, and assumed the C$3,500,000 Convertible Preferred Debenture
owed by IUAM to one of its investee companies. The Company received 75% of the
pro-rata proceeds on December 20, 2001 and received the 25% remainder on March
28, 2002, which was held in escrow, pending the issuance of a certificate under
Section 116 of the Income Tax Act (Canada).


                                 Page 10 of 21

<PAGE>


Losses, Write Downs and Write Offs

During fiscal 2001, the investment in Receptagen Ltd ("RCG") was sold resulting
in a further loss of $27,379. In FY2001, the company wrote down its notes
receivable from Receptagen of $633,286.

As a result of the sale of the operations of CFCC, the Company reported a income
from operations of discontinued operations. The consolidated profit of CFCC
prior to disposal of $358,169 is shown in a separate line on the consolidated
statements of operations of the Company.

During fiscal 2002 there were no Write Downs or Write Offs

Exposure to International Operations

The Company's revenues are generated in North America, however, it has a 100%
owned subsidiary in British Virgin Islands. The Company, therefore, does not
have a significant exposure to currency or country risk.

Seasonal

Neither the Company nor its subsidiaries operate in any business which could be
affected by changes in season.

         (b) RESULTS OF OPERATIONS

Fiscal 2000 was:
                           The first year the Company decided to adopt the most
                           conservative approach to its investments and
                           amortisation costs.

Financial highlights are as follows:

<TABLE>
<CAPTION>
                                                                2002             2001              2000
                                                              ---------       ----------        ----------
<S>                                                           <C>             <C>               <C>
              Revenues                                           39,928          333,029           658,601
              Loss from Continuing Operations                  (140,840)        (740,238)       (2,445,122)
              Discontinued operation                                  0         (422,232)       (1,154,322)
              Disposal of Equity Investment                     518,328       (1,163,455)                0
              Net Profit (Loss)                                 377,487       (2,325,925)       (3,599,445)

              Assets                                          3,238,372        3,144,335         9,722,529
              Shareholders' Equity                            3,192,100        2,764,613         5,240,538
              Working Capital                                 2,474,502          (90,619)        1,303,131
              Common Shares Outstanding                       1,916,549        1,899,974         4,243,123
              Book Value per Common Share                          1.67             1.46              1.24

</TABLE>

Fiscal Year 2002 Compared to Fiscal Year 2001

(1) Overview

During fiscal 2002 revenue of the Company amounted to $39,928 as compared to
$333,029 in the fiscal 2001. The total expenses for the year ended March 31,
2002, excluding equity pick-up of IUAM was $180,768 as compared to $1,073,267 in
fiscal 2001, representing a decrease of $ 892,498 or 83.15%. The Company's
equity share in the loss of IUAM for the year 2002 was $238,342 in comparison to
$1,163,455 in fiscal 2001. The Company recorded a net profit of $756,669 from
the sale of IUAM in December 2001. The Company's net profit for the fiscal year
2002 was $377,487 as compared to a loss of $2,325,925 in fiscal 2001,
representing an increase of $2,703,412 or 116.23%.


                                 Page 11 of 21


<PAGE>
The Company does not expect to record future losses through amortization or
write-downs.

Profit per share for fiscal 2002 was $0.197 versus a loss of $2.016 a year
earlier. The number of common shares outstanding as of March 31, 2002 is
1,916,549 versus 1,899,974 as of March 31, 2001.

(2)  Revenues

For the fiscal year 2002, the Company's revenues stood at $39,928 as compared to
$333,029 for fiscal 2001, representing a decline of $293,101 or 88.01%.

(3) Cost of Revenues

Until 2nd quarter of FY2001 the principal elements comprising costs of revenues
were commissions and salaries paid to non administrative personnel who were
remunerated solely on the basis of their performance. However, due to disposal
of the investment banking business in FY2001 the cost of revenue primarily
consisted of general, selling and administrative expenses. During the year 2002,
the selling, general and administrative expenses declined by $199,706 to
$166,901 representing a decline of 54.7% over fiscal 2001.

 (4) Net Profit

Net profit for the year ended March 31, 2002 was $377,487 as compared to a loss
of $2,325,925 for the fiscal year 2001, representing an increase of $2,703,412
or 116.23%. The net profit for the fiscal 2002 was contributed mainly by the
sale of 42.8% owned subsidiary of IUAM in December, 2001.
Basic profit per share for the year 2002 was $0.197 versus a loss of $2.016 the
previous year. Weighted average common shares outstanding in Fiscal 2002 was
1,916,421 versus 1,153,759 in Fiscal 2001.

Fiscal Year 2001 Compared to Fiscal Year 2000

(1) Overview

During fiscal 2001 revenue of the Company amounted to $333,029 as compared to
$658,601 in the fiscal 2000. The total expenses for the year ended March 31,
2001, excluding equity pick-up of IUAM but including write-down of notes
receivable from Receptagen of $633,286 was $1,073,267 as compared to $3,103,724
in fiscal 2000, representing a decrease of $ 2,030,457 or 65.42%. The Company's
equity share in the loss of IUAM for the year 2001 was $1,163,455 in comparison
to $1,021,500 in fiscal 2000. The Company recorded a net loss of $422,232 from
the sale of the CFCC subsidiary in September 2000. The Company's net loss for
the fiscal year 2001 was $2,325,925 as compared to $3,599,445 in fiscal 2000,
representing a decrease of $1,273,520 or 35.38%.

The Company does not expect to record future losses through amortization or
write-downs although it expects continued losses from its 42.8% interest in
IUAM.


Loss per share for fiscal 2001 was $2.016 versus a loss of $12.076 a year
earlier. The number of common shares outstanding as of March 31, 2001 is
1,899,974 versus 4,243,123 as of March 31, 2000.

(2)  Revenues

For the fiscal year 2001, the Company's revenues stood at $333,029 as compared
to $658,601 for fiscal 2000, representing a decline of $347,332 or 56.0%.



                                 Page 12 of 21
<PAGE>

(3)  Cost of Revenues

Until 2nd quarter of FY2001 the principal elements comprising costs of revenues
were commissions and salaries paid to non administrative personnel who were
remunerated solely on the basis of their performance. However, due to disposal
of the investment banking business the cost of revenue primarily consisted of
general, selling and administrative expenses. During the year 2001, the selling,
general and administrative expenses declined by $248,415 to $366,607
representing a decline of 40.4% over fiscal 2000.

(4)  Net loss

Net loss for the year ended March 31, 2001 was $2,325,925 as compared to a loss
of $3,599,445 for the fiscal year 2000, representing a decrease of $1,273,520 or
35.38%. The net loss for the fiscal 2001 was contributed mainly by the
followings: a net loss of $422,232 on disposal of CFCC subsidiary; a write-down
of notes receivable of $633,286 from Receptagen; and an equity share of
$1,163,455 in the loss of 42.8% owned subsidiary of IUAM.

Basic loss per share for the year 2001 was $2.016 versus $12.076 the previous
year. Weighted average common shares outstanding in Fiscal 2001 was 1,153,759
versus 298,076 in Fiscal 2000.

     (c)  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 Confidential Private
Placement Offerings under Regulation "D" or Regulation "S". The following are
details of these private placements during the previous four fiscal years:

<TABLE>
<CAPTION>
      Date                  # of Shares           Amount         Type
      ----                  -----------         ---------        ----
   <S>                      <C>                 <C>              <C>
     April 1997               229,453           1,147,265        Regulation "S"
      June 1997                60,000             180,000        Regulation "S"
     August 1997               15,000              90,000        Regulation "S"
    February 1998             213,194             852,776        Regulation "S"
     April 1998               216,640             788,569        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"
    February 1999             180,000             630,000        Regulation "S"
     March 1999                25,000              87,500        Regulation "S"
     March 1999                 1,140               4,560        Regulation "S"
    November 1999             114,500              57,250        Regulation "S"
    November 1999           2,014,198             805,679        Regulation "S"
   September 2000          15,000,000             150,000        Regulation "S"
     April 2002                16,575              50,000        Regulation "S"
</TABLE>


In addition to the above, IUAM raised C$10 million directly in fiscal 2000.
During fiscal 2001 WVF exercised a Common Share Purchase Warrants on IUAM,
increasing its interest to 57.2% from 56% while decreasing IUFC's share in IUAM
to 42.8% from 44%. These funds were used to eliminate a bank loan of
approximately C$1 million and fund the AILIS venture, C$500,000.

In December 2001 the Company sold IUAM and received $2,709,463. The funds will
be used for future business opportunities and operations.

All of the Company's Class A Preferred Shares were converted into common shares
in Fiscal 2001.


                                  Page 13 of 21

<PAGE>


ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

There are no accounting policies that currently are subject to significant
estimates that could have a material impact on the financial position or results
of operations of the Company.

New Accounting Pronouncements

Impact of Recent Accounting Pronouncement: In June 2001, SFAS No. 141 "Business
Combinations" ("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142") were issued. SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
The company was not involved in any business combination after June 30, 2001 and
therefore this pronouncement has no impact on the company's operational or
financial position.

SFAS 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead be tested for impairment, at least
annually, in accordance with the provisions of SFAS 142. SFAS 142 will also
require that intangible assets with definite useful lives be amortized over
their respective estimated lives to their residual values, and be reviewed for
impairment in accordance with the provisions of SFAS 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of". The company has evaluated
the effects of this pronouncement and has determined that there is no material
impact on the company's operations or financial position.

In October 2001, SFAS No. 144, "Accounting for the Impairment of Long-Lived
Assets and for long-lived assets to be disposed of" was issued. SFAS 144
requires that long-lived assets be measured at the lower of carrying amount or
fair value less cost to sell, whether reported in continuing operations or in
discontinued operations. At this time, management does not expect this
pronouncement to have a material effect on the company's operations or financial
position.

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.

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

This Form 10-KSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. For this purpose any
statements contained in this Form 10-KSB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within the Company's control. These
factors include but are limited to economic conditions generally and in the
industries in which the Company's customers & investee participate in;
competition within these industries and that of the Company's, including
competition from much larger competitors; technological advances which could
render the Company's services less competitive or absolute; failure by the
Company successfully to improve its skills or anticipate current or prospective
customers' needs; price increases or other limitations by the Company for use or
its services and delays, reductions or cancellations of mandates previously
placed with the Company


                                  Page 14 of 21
<PAGE>


Item 7   FINANCIAL STATEMENTS

The audited consolidated financial statements for InterUnion Financial
Corporation, covering fiscal years ended March 31, 2002 and 2001 are submitted
in compliance with the requirements of Item 310 of Regulation S-B.



Items 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

During the last two fiscal years and subsequent interim period to the date
hereof, there were no disagreements between InterUnion and its certifying
accountants on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to satisfaction of the certifying accountants, 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
Mintz & Partners regarding any matter or events set forth in Item 304(a) (2) (i)
and (ii) of Regulation S-B.

PART III

         Item 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     (a) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS


<TABLE>
<CAPTION>
Name, Municipality of Residence         Age         Length of Service
-------------------------------         ---         ------------------
<S>                                     <C>         <C>
Robert W. Crosbie                       72          Appointed as Director
Toronto, Ontario                                    September 3, 1998

Georges Benarroch                       55          Director and appointed as President and Chief
Paris, France                                       Financial Officer; March 21, 1994

T. Jack Gary, III                       60          Appointed as Secretary
West Palm Beach, Florida                            January 30, 1995

Muriel Woodtli                          51          Appointed as Director
Geneva, Switzerland                                 November 22, 1999

Martin Kovnats                                      Appointed as Vice President
Toronto, Ontario, Canada                            September 28, 1999
</TABLE>

ROBERT W. CROSBIE is a Director of the Company.

GEORGES BENARROCH is the President, Chief Executive Officer of the Company as
well as a Director and Chairman of the Audit Committee. Mr. Benarroch is also a
Director of Credifinance Capital Corp., 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.


                                  Page 15 of 21
<PAGE>


T. JACK GARY, III is the Secretary of the Company. 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. Mr. Gary will
devote the time required to fulfil his duties as Secretary at InterUnion.

MURIEL WOODTLI served as a Director of the Company. She is a legal assistant in
Geneva, Switzerland. Ms. Woodtli's duties for InterUnion will be limited to her
participation at Board Meetings and as a member of the Audit Committee.

MARTIN KOVNATS is the Vice President of the Company. He is appointed as an
officer of the Company for a period of one year from the date of the appointment
on September 28, 1999. He is a partner in Aird & Berlis law firm in Toronto.

               (1)  No director of InterUnion is currently a director of any
                    other reporting company.

               (2)  Under Section 1, ARTICLE III, of the 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)  In accordance with Item 405 no director, executive officer
                    and beneficial owner of more than ten percent (10%) of any
                    class of equity securities of the Company 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 Company's knowledge.

(b)  AUDIT COMMITTEE

The Audit Committee had three meetings since approving the financial statements
for the previous year. The first meeting was to approve the change in auditors.
The second meeting was to review the Company's accounting policies while the
third meeting was to recommend to the Board of Director that the March 31, 2001
Consolidated Financial Statements be approved and presented to the shareholders,
and to receive confirmation from the auditors that they have been and remain
independent of the company.

(c)  IDENTIFY SIGNIFICANT EMPLOYEES

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

(d)  FAMILY RELATIONSHIPS

Currently, there are no directors, executive officers or persons nominated or
persons chosen by the Company to become a director or executive officer of the
Company who are directly related to an 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

There are no material events that 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 Company.



                                  Page 16 of 21
<PAGE>



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

For the two fiscal years ended March 31, 2002, to the best of the Company's
knowledge no director, executive officer and beneficial owner of more than ten
percent (10%) of any class of equity securities of the Company failed to file on
a timely basis reports required by section 16(a) of the Exchange Act.


Item 10  DIRECTOR AND OFFICER COMPENSATION

     (A)  SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name and                               Fiscal       Base            Other           Long Term       All other          Total
Principal Position                     Year         Salary          Bonus           Compensation    Compensation       Compensation
------------------                     ------       -----------     -----------     ------------    ------------       ------------
<S>                                    <C>          <C>             <C>              <C>            <C>
Georges Benarroch                      2002          None            None            None            $   750 (1)       $    750
President & CEO                        2001          None            None            None            None              None
                                       2000          None            None            None            $13,387 (1)       $ 13,387
                                       1999          None            None            None            $30,000 (1)       $ 30,000
                                       1998          None            None            None            $30,000 (1)       $ 30,000

Robert W. Crosbie                      2002          None            None            None            None              None
Director                               2001          None            $50,000(3)      None            None              $ 50,000
                                       2000          None            None            None            None              $ 50,000
                                       1999          $18,230(2)      $87,500(5)      None            $83,044 (2)       $188,774
                                       1998          $45,885(2)      None            None            $27,097 (2)       $ 72,982

Muriel Woodtli                         2002          None            None            None            $ 1,277 (4)       $  1,277
Director                               2001          None            None            None            $ 2,000 (4)       $  2,000
                                       2000          None            None            None            $ 1,750 (4)       $  1,750
                                       1999          None            None            None            None              None


T. Jack Gary                           2002          None            None            None            None              None
Corporate                              2001          None            None            None            None              None
Secretary                              2000          None            None            None            None              None
                                       1999          None            None            $42,500(6)      None              $ 42,500
                                       1998          None            None            None            None              None

Martin Kovnats                         2002          None            None            None            $33,523 (7)       $ 33,523
Vice-President                         2001          None            None            None            $ 6,393 (7)       $  6,393
                                       2000          None            None            None            $12,388 (7)       $ 12,388
                                       1999          None            None            None            None              None
                                       1998          None            None            None            None              None

</TABLE>
---------------
(1)  This amount represents life, disability and medical insurance and certain
     expenses.

(2)  This was paid by Black Investment Management Limited, a subsidiary of IUAM,
     for services unrelated to those offered to InterUnion Financial
     Corporation.

(3)  This represents 16,575 Common Shares of the Company, issued in Fiscal 2002.

(4)  Director's fees.

(5)  This represents 25,000 Common Shares of the Company.

(6)  The amount represents 50,000 stock option with an expiry date of
     September 3, 2001 and an exercise price of $4.00 per share.

(7)  Mr. Martin Kovnats is a Vice President of IUFC. He represents IUFC at the
     Board Meetings of IUAM. The amount indicated above is paid directly to his
     firm, Aird & Berlis, for the time spent on IUFC business.


                                  Page 17 of 21
<PAGE>


(B)  ALL COMPENSATION COVERED

The Company 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 Company.

The Company 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.

The Company has no agreement or understanding, express or implied, with any
officer or director, or any other person regarding employment with the Company
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 Company and receiving compensation therefore. The
Company's Board of Directors has approved payment of $2,000 respectively for the
services of each of its independent directors for the fiscal year ending
March 31, 2001 and 2002.


Item 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following persons (including any group as defined in Regulation S-B, Section
228.403) are known to InterUnion Financial Corporation, as the issuer, to be the
beneficial owner of more than five percent (5%) of any class of the said
issuer's voting securities.

<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             RIF Capital Inc. (1)                               1,765,010            92.09%
                   Price Waterhouse Centre
                   PO Box 634C
                   St. Michael, Barbados, WI
                                                            Total     1,765,010            92.09%
</TABLE>
---------------
(1)  RIF Capital Inc. is wholly owned by Central Investment Trust. Safeguardian
     Limited is the sole protector of Central Investment Trust and is neither a
     beneficiary of the Trust or its subsidiaries.



                                  Page 18 of 21
<PAGE>


(b)  SECURITY OWNERSHIP OF MANAGEMENT

In September 2000, the Company approved the conversion of 1,500,000 shares of
Class A Preferred stock, owned by RIF Capital Inc., into 15,000,000 common
shares of the Company.

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                          1,765,010                 92.09%
                   PO Box 316                                     Trustee
                   Jardine House                              (voting power of
                   1 Hesley Street                          Central Investment
                   St. Helier, Jersey, UK  JE4 8UD                Trust

Common             Robert W. Crosbie                               19,104                   1.00%
                   110 Yonge Street,  #1701
                   Toronto, Ontario
                   Canada     M5C 1T4

Common             Martin Kovnats                                      --                   0.00%
                   BCE Place, Suite 1800,
                   181 Bay Street, Toronto, Ontario
                   Canada.

Common             Georges Benarroch                                   --                   0.00%
                   68 rue Spontini
                   Paris, France     75016

Common             T. Jack Gary, III                                   --                   0.00%
                   515 North Flagler Drive, #1500
                   West Palm Beach, Florida     33401

Common             Muriel Woodtli                                      --                   0.00%
                   10 Rue Pierre-Fatio
                   Geneva, Switzerland

Common             Directors and Executive Officers                                        93.09%
                   as a group (2 people)


</TABLE>

                                        NOTE TO (A) AND (B): As to the
                                        beneficial owner(s) of the securities
                                        listed above in (a) and (b), no such
                                        owner has any right to acquire within
                                        sixty (60) days or otherwise, the right
                                        to acquire shares from options,
                                        warrants, rights, conversion privileges
                                        or similar obligations.




                                  Page 19 of 21
<PAGE>


(c)  CHANGES IN CONTROL

Currently, there is no such arrangement that may result in a change in control
of the Company.

Item 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    (a)  CERTAIN RELATED TRANSACTIONS

         During fiscal 2001 and fiscal 2000 the Company and IUAM were not
         involved in any related party transaction.

Item 13  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Listing of Exhibits

<TABLE>
<CAPTION>
Exhibit                                                                                                  Page
Table Number     Exhibit Name                                                                            Number
------------     ------------                                                                            ------
<S>              <C>                                                                                      <C>
(2)(i)           Unanimous Consent in Lieu of The First Meeting of the Board  of Directors of               +
                 AU 'N AG, INC. (A Delaware Corporation)

(2)(ii)          Pre-Organisation Subscription and Letter of Non-Distributive Intent                        +

(2)(iii)         Plan and Agreement of Merger                                                               +

(2)(iv)          Certificate of Merger, dated February 15, 1994                                             +

(3)(i)           Certificate of Incorporation of AU 'N AG, INC. Dated February 15, 1994                     +

(3)(ii)          Certificate of Amendment of Certificate of Incorporation of AU 'N  AG, INC. Dated          +
                 April 11, 1994

(3)(iii)         Certificate of Amendment of Certificate of Incorporation of AU 'N  AG, INC. Dated          +
                 April 11, 1994

(3)(iv)          Bylaws of InterUnion Financial Corporation                                                 +

(4)              Instruments Defining the Rights of Security Holders Including Indentures                   +
</TABLE>
---------------
+    Incorporated by reference to the Company's Registration Statement on Form
     10-KSB filed on June 20, 1997.




                                    Page 20 of 21
<PAGE>



(b)  Reports on Form 8-K Subsequent to the Third Quarter

<TABLE>
<CAPTION>
Exhibit                                                                                                   Page
Table Number     Exhibit Name                                                                            Number
------------     ------------                                                                            ------
<S>              <C>                                                                                      <C>
(10)             Working Venture Canadian Fund's Investment in InterUnion Asset Management Limited         ++


(16)             Letter on change in certifying accountant                                                 +++

(2)              Disposition of Asset - InterUnion Asset Management Ltd.                                   ++++
                 as at December 20, 2001
</TABLE>
---------------
++   Incorporated by reference to the Company's Registration Statement on
     Form 8-K filed on March 16, 1999.

+++  Incorporated by reference to the Company's Registration Statement on
     Form 8-K filed on April 27 1999 and May 6,1999.

++++ Incorporated by reference to the Company's Registration Statement on
     Form 8-K filed on March 15, 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorised.

                            INTERUNION FINANCIAL CORPORATION

Date: June 28, 2002         By: /s/ Georges Benarroch
                                ---------------------
                                Georges Benarroch
                                Director, President and Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in their capacities on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                           Title                             Date
---------                                           -----                             ----
<S>                                <C>                                                <C>
s/s  Georges Benarroch             Director, President and Chief Executive Officer    June 28, 2002
-----------------------------
Georges Benarroch

s/s  Muriel Woodtli                Director                                           June 28, 2002
-------------------
Muriel Woodtli
</TABLE>





                                   Page 21 of 21


<PAGE>


================================================================================
                                                INTERUNION FINANCIAL CORPORATION

                                               CONSOLIDATED FINANCIAL STATEMENTS



================================================================================
                                                         MARCH 31, 2002 and 2001
================================================================================


<PAGE>


                        INTERUNION FINANCIAL CORPORATION

                             MARCH 31, 2002 and 2001



                                    CONTENTS

<TABLE>
<CAPTION>

                                                                           Page
                                                                           ----
 <S>                                                          <C>

 Independent Auditors' Report:                                             F - 2

 Consolidated Financial Statements:

 Consolidated Balance Sheets                                               F - 3

 Consolidated Statements of Operations                                     F - 5

 Consolidated Statements of Shareholders' Equity                           F - 6

 Consolidated Statements of Cash Flows                                     F - 7

 Notes to Consolidated Financial Statements                    F - 8  To  F - 20

</TABLE>






<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To The Directors and Shareholders of
InterUnion Financial Corporation


We have audited the accompanying consolidated balance sheets of InterUnion
Financial Corporation as of March 31, 2002 and 2001 and the related consolidated
statements of operations, shareholders' equity and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of InterUnion Financial
Corporation as of March 31, 2002 and 2001, and the results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.






Toronto, Canada                                         /s/ Mintz & Partners LLP
June 19, 2002                                           Chartered Accountants




                                                                             F-2

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

AS AT MARCH 31                                                            2002                 2001
--------------                                                       ------------         -------------
<S>                                                                  <C>                  <C>

                                     A S S E T S

CURRENT ASSETS

    Cash and cash equivalents                                        $  2,464,985          $      7,356
    Receivable from Affiliates                                             41,226                41,652
    Prepaid expenses and other current assets                              14,563                12,902
                                                                     ------------          ------------
                  Total current assets                                  2,520,774                61,910
                                                                     ------------          ------------

NON-CURRENT ASSETS

    Notes receivable      (Note 4)                                        717,598               891,290
    Investment in unconsolidated affiliates   (Note 14)                         0             2,191,135
                                                                     ------------          ------------
                  Total non-current assets                                717,598             3,082,425
                                                                     ------------          ------------
                  TOTAL ASSETS                                       $  3,238,372          $  3,144,335
                                                                     ============          ============
</TABLE>
--------------------------------------------------------------------------------

                 See Notes to Consolidated Financial Statements




                                                                             F-3

<PAGE>






                        INTERUNION FINANCIAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

AS AT MARCH 31                                                           2002                 2001
--------------                                                       -----------          -------------
<S>                                                                  <C>                  <C>

                                      L I A B I L I T I E S

CURRENT LIABILITIES

    Accrued liabilities                                              $     46,272          $     89,130
    Due to affiliates                                                           0                 3,399
    Note Payable                                                                0                60,000
                                                                     ------------          ------------
                  Total current liabilities                                46,272               152,529
                                                                     ------------          ------------

NOTES PAYABLE, LONG-TERM PORTION  (Note 5)                                      0               227,193
                                                                     ------------          ------------
                  Total liabilities                                        46,272               379,722
                                                                     ------------          ------------



                                   SHAREHOLDERS'  EQUITY

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (Note 7)
    Class A Preferred Stock, $0.10 par value
      Authorized - 1,500,000 shares
    Issued and outstanding - None                                               -                     -
    Class B Preferred Stock, $0.10 par value
         Authorized - 1,000 shares
         Issued and outstanding - None                                          -                     -
    Class C Preferred Stock, $0.10 par value
         Authorized - 1,000 shares
         Issued and outstanding - None                                          -                     -
    Common Stock, $0.001 par value
         Authorized - 5,000,000 shares
         Issued and outstanding 1,916,549 in 2002;
          1,899,974 in 2001                                                19,165                18,999
    Additional Paid-In Capital                                         10,647,128            10,597,294


ACCUMULATED DEFICIT                                                    (7,474,193)           (7,851,680)
                                                                     ------------           -----------
                  Total shareholders' equity                            3,192,100             2,764,613
                                                                     ------------           -----------

Total Liabilities and Shareholders' Equity                           $  3,238,372           $ 3,144,335
                                                                     ============           ===========

</TABLE>
--------------------------------------------------------------------------------


                 See Notes to Consolidated Financial Statements


                                                                             F-4

<PAGE>


                        INTERUNION FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


FOR THE YEARS ENDED MARCH 31                                                               2002                2001
----------------------------                                                         --------------        --------------
<S>                                                                                  <C>                   <C>

REVENUES

    Investment Banking                                                               $       13,134        $      272,957
    Interest Income                                                                          26,794                60,072
                                                                                     --------------        --------------
                                                                                             39,928               333,029
                                                                                     --------------        --------------
EXPENSES

    Selling, General and Administrative                                                     166,901               366,607
    Write-down of Notes Receivable (Note 17)                                                      0               633,286
    Amortization and Depreciation (Note 3)                                                        0                 5,588
    Foreign Exchange Loss                                                                     8,517                16,808
    Write-down of Investment (Note 16)                                                            0                27,379
    Interest                                                                                  5,350                23,599
                                                                                     --------------        --------------
                                                                                            180,768             1,073,267
                                                                                     --------------        --------------

LOSS FROM CONTINUING OPERATIONS BEFORE UNDERNOTED
ITEMS AND DISCONTINUED OPERATIONS                                                          (140,840)             (740,238)
                                                                                     ---------------       ---------------

DISPOSAL OF EQUITY INVESTMENT (Note 9)
Equity in net losses of unconsolidated affiliate                                           (238,342)           (1,163,455)
Gain on disposal of unconsolidated affiliate                                                756,669                     0
                                                                                     --------------        --------------
                                                                                            518,327            (1,163,455)
                                                                                     --------------        ---------------

INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS                                                377,487            (1,903,693)
                                                                                     --------------        ---------------

DISCONTINUED OPERATIONS (Note 9 & 11):
Income from operations of discontinued subsidiary                                                 0               358,169
Loss on disposal of subsidiary                                                                    0              (780,401)
                                                                                     --------------        ---------------

LOSS FROM DISCONTINUED OPERATIONS                                                                 0              (422,232)
                                                                                     --------------         --------------

NET INCOME (LOSS) FOR THE YEAR                                                       $      377,487         $  (2,325,925)
                                                                                     ==============         ==============

EARNINGS (LOSS) PER COMMON SHARE - Basic and Diluted
    Weighted average common shares outstanding                                            1,916,421             1,153,759
    Basic earnings (loss) per share                                                           0.197                (2.016)
    Diluted earnings per share                                                                0.197                     -
    Income (Loss) before Discontinued Operations per share                                    0.197                (1.650)
    Loss from Discontinued Operations per share                                                   -                (0.366)


</TABLE>

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

                 See Notes to Consolidated Financial Statements



                                                                             F-5

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND DEFICIT
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                          Number                        Additional            Share
                                                            of                            Paid-in             Capital
                                                          Shares          Amount          Capital             Totals
                                                        -----------     ---------       -----------         -----------
<S>                                                     <C>             <C>             <C>                 <C>
Preferred Shares
    Balances,
      March 31, 2000                                     1,500,000      $ 150,000                 0         $   150,000
      Converted into common Stock at 1 to 10            (1,500,000)      (150,000)                0            (150,000)
                                                       -----------      ---------       -----------         -----------
      March 31, 2001 and 2002                                    0              0                 0                   0

Common Shares
    Balance, March 31, 2000                              4,243,123      $   4,243       $10,612,050         $10,616,293
Acquired in June 2000, 243,750 shares @
$0.6153 in settlement of note receivable (Note 7)         (243,750)          (244)         (149,756)           (150,000)
Conversion of Preferred Class A shares at
1 to 10 (Note 7)                                        15,000,000         15,000           135,000             150,000
                                                        ----------      ---------       -----------         -----------
                                                        18,999,373         18,999        10,597,294          10,616,293
Reverse split @ 10 to 1 (Note 7)                       (17,099,399)             0                 0                   0
                                                       -----------      ---------       -----------         -----------
    Balance, March 31, 2001                              1,899,974         18,999        10,597,294          10,616,293

Issued on settlement of Director's Fee (Note 11)            16,575            166            49,834              50,000
                                                       -----------      ---------       -----------         -----------
    Balance March 31, 2002                               1,916,549      $  19,165       $10,647,128         $10,666,293
                                                       ===========      =========       ===========         ===========
</TABLE>


<TABLE>
<CAPTION>

                                                                         Cumulative
                                                                           Foreign
                                                                          Currency
Deficit and Foreign currency                                             Translation                         Comprehensive
Translation adjustment                                                   Adjustment          Deficit            Income
----------------------------                                             -----------      ------------       -------------
<S>                                                                      <C>              <C>                <C>
    Balance, March 31, 2000                                              $   37,439       $ (5,563,194)

    Translation adjustment on discontinued operations                       (37,439)            37,439       $     37,439
    Net loss for fiscal 2001                                                      0         (2,325,925)        (2,325,925)
                                                                         -----------      ------------       ------------
    Balance, March 31, 2001                                                       0         (7,851,680)      $ (2,288,486)
                                                                                                             ============

    Net income for fiscal 2002                                                    0            377,487            377,487
                                                                         ----------       ------------         ----------
    Balance, March 31, 2002                                              $        0       $ (7,474,193)      $    377,487
                                                                         ==========       ============       ============

</TABLE>

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


                 See Notes to Consolidated Financial Statements

                                                                             F-6



<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


FOR THE YEARS ENDED MARCH 31,                                                                2002               2001
----------------------------                                                            --------------       ------------
<S>                                                                                     <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Income (Loss) before discontinued operations                                        $      377,487       $  (1,903,693)

    Loss from Discontinued Operations                                                                0            (422,232)
                                                                                        --------------       -------------
    Total:                                                                                     377,487          (2,325,925)
    Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities
      Depreciation and Amortization                                                                  0               5,588
      Equity in net losses of unconsolidated affiliates                                        238,342           1,163,455
      Non cash operating expenses (income)                                                     (29,282)            212,510
      Net loss from discontinued operations                                                          0             422,232
      Gain on disposal of unconsolidated affiliate                                            (756,669)                  0
      Loss in marketable securities and investments                                                  0              27,379
      Write-down of Notes Receivable                                                                 0             633,286
                                                                                        --------------       -------------

                                                                                              (170,122)            138,525
                                                                                        --------------       -------------
    Changes in non-cash operating assets and liabilities:
      (Increase) decrease in receivable and other assets                                        (1,661)             69,054
      Increase (Decrease) in accounts payable and accrued liabilities                            7,142            (331,850)
                                                                                        --------------       --------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                                                   (164,641)           (124,271)
                                                                                        --------------       --------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds of notes payable                                                                      0              60,000
      Repayment of Notes Payable                                                              (287,193)                  0
                                                                                        --------------       -------------

NET CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES                                     (287,193)             60,000
                                                                                        --------------       -------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Proceeds from sale of investment (Note 9)                                             2,709,463                   0
       Repayment of Notes Receivable                                                           200,000                   0
                                                                                        --------------       -------------
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES                                              2,909,463                   0
                                                                                        --------------       -------------

NET INCREASE (DECREASE) IN CASH                                                              2,457,629             (64,271)
CASH AND CASH EQUIVALENTS - Beginning of Year                                                    7,356              71,627
                                                                                        --------------      --------------
CASH AND CASH EQUIVALENTS - End of Year                                                 $    2,464,985      $        7,356
                                                                                        ==============      ==============

</TABLE>

For supplemental disclosure information for the Consolidated Statement of Cash
flows, see note 12.

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

                 See Notes to Consolidated Financial Statements


                                                                             F-7


<PAGE>

                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001




              1.           ORGANIZATION AND BASIS OF PRESENTATION

Description of Business: InterUnion Financial Corporation ("IUFC") and its
subsidiaries (collectively the "Company") are engaged in financial services with
activities in investment banking business, in particular, the investment
management business.

Principles of Consolidation: The consolidated financial statements include the
accounts of IUFC and all wholly owned and majority owned subsidiaries from their
respective dates of acquisition, after the elimination of all significant
inter-company transactions and balances. At March 31, 2002 (March 31, 2001 -
refer to note 9), the consolidated subsidiary of IUFC is InterUnion Merchant
Group Inc. ("IUMG"). Investments in affiliates, representing 20% to 50% of the
ownership, are accounted for under the equity method. Under the equity method,
the Company records its proportionate share of income (loss) of the affiliate
(net of the amortization of the excess of the purchase price over the net assets
acquired) to results of operations, with this amount either added to (deducted
from) the cost of the investment. Dividends received from affiliates which are
accounted for on the equity basis are deducted from the carrying value of the
investment. Equity method affiliates were InterUnion Asset Management Limited
(Note 9) and its subsidiaries; Black Investment Management Limited, Guardian
Timing Services Limited, Leon Frazer, Black & Associates Limited, The Glen
Ardith-Frazer Corporation, and P.J. Doherty & Associates Co. Ltd. Investments in
companies representing less than 20% ownership are accounted for under the cost
method.

              2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents: Cash and cash equivalents include demand deposits
with banks, money market accounts, and other highly liquid short-term
investments with original maturities of 90 days or less when acquired. Balances
of cash and cash equivalents in financial institutions may at times exceed the
government-insured limits.

Use of Estimates: The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates and assumptions.

Property and Equipment: Property and equipment are stated at cost less
accumulated amortization. Amortization is computed using straight line and
accelerated methods over the estimated useful lives of the asset. The Company
evaluates its property and equipment on a yearly basis.

Long-lived Assets: As prescribed by the Statement of Financial Accounting (SFAS)
No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to be Disposed of", the Company assesses the recoverability of its
long-lived assets by determining whether the asset balance can be recovered over
the remaining depreciation or amortization period through projected undiscounted
future cash flows. Any impairment in the value of the long lived assets is
provided in the year the long lived asset is considered impaired



--------------------------------------------------------------------------------
/Continued...
                                                                             F-8

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001

Fair Value of Financial Assets: The carrying value of cash and cash equivalents,
accounts receivable, accounts payable, accrued liabilities, notes receivable,
notes payable and due to affiliates approximates the fair value. In addition,
unless described elsewhere, the carrying value of all financial assets
approximate the fair value based on terms and interest rates currently available
to the Company.

Income Recognition: Revenues are recognized once an assignment to provide
business and advisory services is completed.

Income Taxes: The Company provides for federal and state income taxes currently
payable, as well as for those deferred because of timing differences between
reporting income and expenses for financial statements purposes versus tax
purposes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of a change in
tax rates is recognized as income or expense in the period that includes the
enactment date.

The Company and its U.S. subsidiaries file U.S. federal and state income tax
returns. Non-U.S. subsidiaries, which are consolidated for financial reporting,
file tax returns outside the U.S., and therefore separate provisions for income
taxes have been determined for these entities. Except for return of capital and
selected dividends, the Company intends to reinvest the unremitted earnings of
its non-U.S. subsidiaries and postpone their remittance indefinitely.
Accordingly, no provision for U.S. income taxes for non-U.S. subsidiaries was
required for any year presented.

Impact of Recent Accounting Pronouncement: In June 2001, SFAS No. 141 "Business
Combinations" ("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142") were issued. SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
The company was not involved in any business combination after June 30, 2001 and
therefore this pronouncement has no impact on the company's operational or
financial position.

SFAS 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead be tested for impairment, at least
annually, in accordance with the provisions of SFAS 142. SFAS 142 will also
require that intangible assets with definite useful lives be amortized over
their respective estimated lives to their residual values, and be reviewed for
impairment in accordance with the provisions of SFAS 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of". The company has evaluated
the effects of this pronouncement and has determined that there is no material
impact on the company's operations or financial position.

In October 2001, SFAS No. 144, "Accounting for the Impairment of Long-Lived
Assets and for long-lived assets to be disposed of" was issued. SFAS 144
requires that long-lived assets be measured at the lower of carrying amount or
fair value less cost to sell, whether reported in continuing operations or in
discontinued operations. At this time, management does not expect this
pronouncement to have a material effect on the company's operations or financial
position.



--------------------------------------------------------------------------------
/Continued...

                                                                             F-9

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


Translation of Foreign Currencies: In accordance with SFAS No.52, "Foreign
Currency Translation", the financial statements of certain subsidiaries of the
Company are measured using local currency as the functional currency. Assets and
liabilities have been translated at current exchange rates and related revenue
and expenses have been translated at average monthly exchange rates. Gains and
losses resulting from the translation of subsidiaries' financial statements are
included as a separate component of shareholders' equity. Any gains or losses
resulting from foreign currency transactions are included in results of
operations.

Earnings per Share: Net earnings (loss) per share is reported in accordance with
SFAS No. 128, "Earnings Per Share". SFAS No. 128 requires dual presentation of
basic earnings per share ("EPS") and diluted EPS on the face of all statements
of earnings, for all entities with complex capital structures. Diluted EPS
reflects the potential dilution that could occur from common shares issuable
through the exercise or conversion of stock options, restricted stock awards,
warrants and convertible securities. In certain circumstances, the conversion of
these options, warrants and convertible securities are excluded from diluted EPS
if the effect of such inclusion is anti-dilutive. Fully diluted loss per share
is not provided, as the effect will be anti-dilutive.

Stock Based Compensation: The Company accounts for employee stock options in
accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees". Under APB No. 25, the Company applies the
intrinsic value method of accounting. SFAS No. 123, "Accounting for Stock-Based
Compensation", prescribes the recognition of compensation expense based on fair
value of options determined on the grant date. However, SFAS No. 123 allow
companies currently applying APB No. 25 to continue applying the intrinsic value
method under APB No. 25. For companies that continue in applying the intrinsic
value method, SFAS No. 123 mandates certain pro forma disclosures as if the fair
value method had been utilized. The recently promulgated accounting standard,
FIN44 "Accounting for Certain Transactions involving Stock Compensation", does
not affect the financial statements of the company.

Comprehensive Income: The Company follows 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 component of
comprehensive income for fiscal 2001 related to foreign currency translation on
discontinued operations.

Segment Information: The Company follows SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information". SFAS No. 131 requires that
the Company disclose its operations in the business segment as viewed by
management: which is Investment Banking, which includes its merchant, banking
activities and Investment Management.

Other: All amounts in these financial statements are in United States dollars
unless indicated with a "C" to represent Canadian dollar presentation.


--------------------------------------------------------------------------------
Continued...

                                                                            F-10




<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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


3.  PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                           March 31
                                                    ----------------------
                                                     2002            2001
                                                    ------          ------
<S>                                                 <C>             <C>
         Computer hardware and software             $4,499          $4,499

         Furniture, fixtures and equipment           2,506           2,506
         Leasehold improvements                      1,735           1,735
                                                    ------          ------
                  Total cost                         8,740           8,740
         Less: accumulated amortization              8,740           8,740
                                                    ------          ------
                                                    $    0          $    0
                                                    ======          ======
</TABLE>

Amortization expense amounted to $5,588 for the year ended March 31, 2001.

4.  NOTES RECEIVABLE

<TABLE>
<CAPTION>
                                                                                            2002              2001
                                                                                          --------          --------

<S>                                                                                       <C>               <C>
         Notes Receivable from Credifinance Capital Corp. (CFCC) bearing
         Interest @ 3% per annum with no maturity date. This note is unsecured            $717,598          $891,290

                        Less: current portion                                                    0                 0
                                                                                          --------          --------
                                                          Non-current portion             $717,598          $891,290
                                                                                          ========          ========
</TABLE>

<TABLE>
<CAPTION>
5.  NOTES PAYABLE                                                            2002              2001
                                                                           --------          --------
<S>                                                                        <C>               <C>
         Note payable by IUMG to CFCC
         bearing interest @ 3% per annum with no maturity date             $      0          $227,193
         Note payable by IUFC within one year to RIF Capital Inc.
         bearing no interest rate                                                 0            60,000
                                                                           --------          --------
                                                                                  0           287,193

                   Less: current portion                                          0            60,000
                                                                           --------          --------
                   Long-term portion                                       $      0          $227,193
                                                                           ========          ========
</TABLE>



         During fiscal 2002, the Note Payable by IUMG to CFCC for $227,193 was
         paid in full. The Note Payable by IUFC to RIF Capital Inc for $60,000
         was also paid in full in fiscal 2002.




--------------------------------------------------------------------------------
/Continued...                                                             F - 11

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001



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


6.  EQUITY INVESTMENT IN INTERUNION ASSET MANAGEMENT LIMITED




    On January 25th, 1999, the Company reorganised its investment management
    interest in order to have them all under one holding company, InterUnion
    Asset Management Limited ("IUAM"). The Company's interest at the time of the
    reorganisation were:

<TABLE>
<CAPTION>
                                                     Directly      Indirectly
                                                     --------      ----------

<S>                                                   <C>            <C>
         Black Investment Management Limited            45.0%           --
         Guardian Timing Services Limited              100.0%           --
         Leon, Frazer, Black & Associates Ltd.          33.3%          14.4%
         The Glen Ardith-Frazer Corporation            100.0%           --
</TABLE>

    Thereafter, IUAM issued 310,010 convertible preferred shares for C$5,000,000
    to Working Ventures Canadian Fund ("WVCF"). Each of these shares was
    exchangeable into one common share of IUAM, thus reducing the Company's
    interest to 69%. This transaction was recorded as of January 1, 1999.

    On March 9th, 1999, WVCF converted their convertible preferred shares into
    common shares and subscribed for an additional 569,160 common shares for
    C$5,000,000.

    In October 2000, WVCF exercised a warrant to acquire 44,000 common shares of
    IUAM, thereby diluting the Company's interest in IUAM to 42.8%.

    On April 13, 1999, IUAM acquired an additional 5,978 common shares of Black
    Investment Management Limited (BIM) for C$209,230 in cash bringing their
    interest in BIM up to 50.5%. On March 31, 2001, IUAM purchased an additional
    3,201 shares in Leon Frazer & Associates Inc. from Black Investment
    Management Limited, thereby increasing IUAM's direct ownership in Leon
    Frazer & Associates Inc. to 76.5%.

    IUAM's interest in the following companies as of March 31, 2001, was as
    follows:

<TABLE>
<CAPTION>
                                                  Ownership Interest
                                                  ------------------
<S>                                                    <C>
         Black Investment Management Limited             53.2%
         Guardian Timing Services Limited               100.0%
         Leon, Frazer & Associates Ltd.                  76.5%
         The Glen Ardith-Frazer Corporation             100.0%
         P.J. Doherty & Associates Co. Ltd               75.0%
</TABLE>



    The following is summarised information from IUAM's Audited Consolidated
    Financial Statements for the year ended March 31, 2001

<TABLE>
<CAPTION>
                                                      March 31, 2001
                                                      --------------
<S>                                                     <C>
         Current assets                                  1,821,292
         Non-current assets, excluding goodwill          1,249,204
         Goodwill                                        5,798,410
         Current liabilities                               513,489
         Non-current liabilities                         2,353,620
</TABLE>





--------------------------------------------------------------------------------
/Continued...                                                             F - 12

<PAGE>


                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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

Continued from page F - 12



<TABLE>

<S>                                                     <C>
         Minority interests                                 85,598
         Revenues                                        4,052,965
         Operating Expenses                              4,201,643
         Net loss for the year                          (2,761,919)
</TABLE>

    Information as to this and other unconsolidated investments is included in
    Note 14.

    From September 30, 2000 to December 20, 2001, the only investment asset on
    which InterUnion was reporting is its minority interest in InterUnion Asset
    Management Limited (IUAM), which was subsequently disposed (Note 9).

7.  CAPITAL STOCK

    Currently, the number of shares that the Company is authorised to issue
    under each class of stock are:


                1,500,000      Class A Preferred Shares, ($0.10 par value),
                               entitled to 100 votes for every one share issued,
                               annual dividends, if declared by the directors,
                               at a rate of $0.01 per share, non-cumulative. In
                               case of liquidation or dissolution of the
                               company, the holder of Class A Preferred Shares
                               shall be entitled to be paid in full the par
                               value of the shares before the holder of the
                               common stock of Class B and C Preferred Stock.


                1,000          Class B Preferred Shares, ($0.10 par value),
                               non-voting, annual dividends, if declared by the
                               directors, at a rate to be determined by the
                               directors at the first issuance of these shares,
                               non-cumulative


                1,000          Class C Preferred Shares, ($0.10 par value),
                               non-voting, annual dividends, if declared by the
                               directors, at a rate to be determined by the
                               directors at the first issuance of these shares,
                               non-cumulative. These shares are convertible into
                               common stock at terms determined by the directors
                               when these shares are issued.


                5,000,000      Common shares ($0.001 par value); each share has
                               one vote

During fiscal 2001 the Company acquired 243,750 common shares for $150,000 in
settlement of a note receivable. The majority shareholder of the Company, RIF
Capital Inc., converted its Preferred Class "A" shares into common shares at 1
to 10. During this year the Company exercised a reverse split of common shares
at 10 to 1.

During fiscal 2002 the company issued 16,575 common shares in settlement of a
liability to a Director (Note 11).






--------------------------------------------------------------------------------
/Continued...                                                             F - 13

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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


8. STOCK OPTIONS

         The Company currently issues stock options at the direction of the
         Board of Directors. To date, non-qualified stock options have been
         granted to selected key employees under terms and conditions determined
         by the Board of Directors at the time the options are issued. Presented
         below is a summary of stock option plan activity:

<TABLE>
<CAPTION>
                                                         Wt. Avg.                         Wt. Avg.
                                                         Exercise         Options         Exercise
                                         Number           Price         Exercisable        Price
                                        --------         --------       -----------       --------
<S>                                     <C>             <C>              <C>             <C>
         Balance, March 31, 2000         335,000         $   4.00         335,000         $   4.00
         Cancelled                             0             4.00               0             4.00
                                        --------         --------        --------         --------
         Balance, March 31, 2001         335,000             4.00         335,000             4.00
         Cancelled                       (85,000)            4.00         (85,000)            4.00
                                        --------         --------        --------         --------
         Balance, March 31, 2002         250,000         $   4.00         250,000         $   4.00
                                        ========         ========        ========         ========
</TABLE>

         Options outstanding and exercisable at March 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                        Outstanding                                                Exercisable
          --------------------------------------------------------------------------------    -------------------------
                                                           Wt. Avg.          Wt. Avg.                          Wt. Avg.
                                         Expiry           Remaining          Remaining                         Exercise
          Price        Number             Date               Life          Exercise Price      Number           Price
         --------      -------         ----------         -----------      --------------      -------         --------
<S>                    <C>            <C>                <C>                 <C>              <C>             <C>
         $   4.00       50,000         Sept. 2003         Less than 1         $   4.00          50,000         $   4.00
             4.00      200,000         May 2005           Less than 3             4.00         200,000             4.00
</TABLE>

         SFAS No.123 requires entities that account for awards for stock-based
         compensation to employees in accordance with APB No.25 to present pro
         forma disclosures of net income and earnings per share as if
         compensation cost was measured at the date of grant based on fair value
         of the award. The fair value for these options was estimated at the
         date of grant using a Black-Scholes option-pricing model with the
         following weighted-average assumptions:


<TABLE>
<CAPTION>
                                                                  2002
                                                                  ----
<S>                                                            <C>
                  Expected life of the option                  1 - 3 years
                  Risk free interest rate                           5.0%
                  Expected volatility                             100.0%
                  Expected dividend yield                           0.0%
</TABLE>







--------------------------------------------------------------------------------
/Continued...                                                             F - 14

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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


Continued from page F-14


         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options, which have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility. Because the Company's employee stock
         options have characteristics significantly different from those of
         traded options, and because changes in the subjective input assumptions
         can materially affect the fair value estimate, in management's opinion,
         the existing models do not necessarily provide a reliable single
         measure of the fair value of its employee stock options. As at March
         31, 2002, the shares of IUFC were trading below the exercise price of
         the option at $4.00 per share. As a result, the options are out of
         money, have no intrinsic value, and have no impact on the earnings per
         share. Therefore there is no compensation cost for the Company's stock
         option plan to recognize based upon the fair value on the grant date
         under the methodology prescribed by SFAS No. 123, and the Company's
         income from operations and earnings per share would not have been
         impacted.

         For fiscal 2001 the basic loss per share and diluted loss per share are
         the same due to anti-dilution effect of options.

9.    SALE OF ASSETS AND DISCONTINUATION OF OPERATIONS:

         During fiscal 2002, the Company sold its 42.8% owned subsidiary,
         InterUnion Asset Management  Limited (IUAM), to a non related party.

         Effective December 20, 2001, the Company has no interest in IUAM. The
         share of equity in net losses of IUAM for the nine months to December
         20, 2001 was $238,342 which is shown separately in the consolidated
         statements of operations. As a result of the disposal of IUAM as of
         December 20, 2001, the Company reported a gain on disposal of $756,669.

         During fiscal 2001, the Company sold its investment banking subsidiary,
         Credifinance Capital Corp. (Delaware) ("CFCC") to its majority
         shareholder RIF Capital Inc. (RIF), as described in note No. 11. The
         transaction was made effective September 30, 2000 and was approved by
         the shareholders of the Company at the Company's Annual and Special
         Shareholders meeting in November 2000. CFCC was 100% owner of
         Credifinance Capital Inc. (Toronto, Ontario), and Credifinance
         Securities Limited (Toronto, Ontario). As a result of sale of CFCC to
         RIF Capital Inc, the Company, effective September 30, 2000 is no longer
         involved in investment banking and stock brokerage activities. There
         were no income taxes applicable to the income from operations of
         discontinued subsidiary and the loss on disposal.






--------------------------------------------------------------------------------
/Continued...                                                             F - 15

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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



10.   INCOME TAXES

The Company files US Federal income tax returns for its US operations. Separate
income tax returns are filed, as locally required, for each of its foreign
subsidiaries.

There was no provision for income taxes for the years ended March 31, 2002 and
2001.

The total provision for income taxes differs from that amount which would be
computed by applying the United States federal income tax rate to income (loss)
before provision for income taxes. The reasons for these differences are as
follows:

<TABLE>
<CAPTION>
Year Ended March 31,                                    2002                                  2001
                                             ----------------------------          ---------------------------
                                              Amount                %               Amount               %
                                             ---------          ---------          ---------          --------
<S>                                          <C>               <C>                <C>                <C>
Statutory income tax rate (recovery)         $  85,000              22.52           (395,000)           (16.98)
Use of losses carried forward                  (85,000)            (22.52)                 0              0
Non-deductible items                                 0                  0              1,125              0.05
Allowance adjustment                                 0                  0            393,875             16.93
                                             ---------          ---------          ---------          --------
Net taxes and effective rate                 $       0                  0          $       0              0
                                             =========          =========          =========          ========
</TABLE>




--------------------------------------------------------------------------------
/Continued...                                                             F - 16

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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


Continued from page F-16


The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities and net operating loss
carry-forwards. Temporary differences and carry-forwards, which give rise to
deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                  March 31, 2002                         March 31, 2001
                                        --------------------------------          -------------------------------
                                         Component           Tax Effect            Component           Tax Effect
                                        -----------          -----------          -----------          -----------

<S>                                     <C>                  <C>                  <C>                  <C>
Net operating losses - domestic         $   270,000          $    60,000          $ 1,746,000          $   392,000
Less valuation allowance                   (270,000)             (60,000)          (1,746,000)            (392,000)
                                        -----------          -----------          -----------          -----------
Net deferred asset                      $         0          $         0          $         0          $         0
                                        ===========          ===========          ===========          ===========
Net operating losses - foreign          $ 2,326,000          $   116,000          $ 2,326,000          $   116,000
Less valuation allowance                $(2,326,000)            (116,000)          (2,326,000)            (116,000)
                                        -----------          -----------          -----------          -----------
         Net deferred asset             $         0          $         0          $         0          $         0
                                        ===========          ===========          ===========          ===========
</TABLE>

At March 31, 2002, the Company had cumulative net operating loss carry-forwards
of approximately $270,000 and $2,326,000 in the United States and British
Virgin Islands respectively. These amounts will expire in various years through
2011. The related deferred tax asset have been completely offset by a valuation
allowance. The Company has no significant deferred tax liabilities.




--------------------------------------------------------------------------------
/Continued...                                                             F - 17

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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


11.   RELATED PARTY TRANSACTIONS:

         Directors, officers or employees of the Company may also be officers of
         and serve on the board of directors of companies in which IUFC or its
         subsidiaries have invested.

         Effective September 2000, as discussed in Note 9, the Company sold its
         investment banking subsidiary, CFCC to its majority shareholder, RIF
         Capital Inc. The income from operations of CFCC for the six months to
         September 2000, derived from revenues of approximately $1,258,000, was
         $358,169 which is shown as income from discontinued operations in a
         separate line in the consolidated statement of operations. However, as
         a result of disposal of discontinued assets of CFCC, the Company
         incurred a loss of $780,401. As a part of the discontinuation of CFCC
         operations, as of September 30, 2000, IUFC transferred the Notes
         Payable of $633,286 and its investment in B-Twelve Inc., at carrying
         value, to CFCC (Note 12).

         During the year ending March 31, 2001, the Company incurred an expense
         of $50,000 on account of Director's Fee. The fee was paid by issuing
         16,575 common shares in the fiscal year 2002.

         During the year ending March 31, 2002 the Company earned interest
         income of $26,308 on the Note Receivable from CFCC (Note 4) and
         incurred interest expense of $5,278 on the Note Payable to RIF Capital
         Inc (Note 5).

         During the year ending March 31, 2002 the company paid $70,000 to RIF
         Capital Inc, its majority shareholder, as a fee for consulting services
         rendered.

12.   SUPPLEMENTAL CASH FLOW DISCLOSURE

         The following is additional information regarding the Consolidated
         Statement of Cash Flows:

<TABLE>
<CAPTION>
                                                                                  2002               2001
                                                                                ----------         ----------

<S>                                                                             <C>                <C>
         Supplemental disclosure of cash flow information:
           Cash paid during the year for interest                               $    5,350         $   20,200
           Cash paid during the year for income taxes                               10,328             10,483
         Supplemental disclosure of non-cash financing and investing:
           Liabilities paid by issuing common stock                                 50,000                  0
         Shares of B-12 Inc. transferred       at carrying value
         in exchange for notes receivable                                                0          1,228,607
         Note payable to co-developers of Receptagen Ltd assumed by
         CFCC in exchange for notes payable to CFCC                                      0            633,286
         Notes receivable settled by repossessing Company's
           243,750 common shares                                                         0            150,000
           1,500,000 preferred shares converted into common shares
           at the rate of 1 to 10                                                        0            150,000
</TABLE>





--------------------------------------------------------------------------------
/Continued...                                                             F - 18

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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



13.   SEGMENT INFORMATION


         The following tables summaries the revenues, operating income (losses)
         from continuing operations and identifiable assets by geographical
         area.

<TABLE>
<CAPTION>
                                                          United                          Adjustments &
                                        Canada            States             Other         Elimination      Consolidated
                                      -----------       -----------       -----------     -------------     ------------

For the year ended and as of March 31, 2002

<S>                                   <C>               <C>               <C>              <C>               <C>
Revenue from
  unaffiliated customers              $         0       $    39,928       $         0      $         0       $    39,928
Revenue from
  Inter-segments                                0                 0                 0                0                 0
                                      -----------       -----------       -----------      -----------       -----------
Total revenue                                   0            39,928                 0                0            39,928
                                      ===========       ===========       ===========      ===========       ===========
Depreciation
& Amortization                                  0                 0                 0                0                 0
                                      ===========       ===========       ===========      ===========       ===========
Operating profit                                0            39,928                 0                0            39,928
                                      ===========       ===========       ===========      ===========       ===========
General corporate
  expenses                                 (1,426)         (173,992)                0                0          (175,418)
Interest expenses, net                          0            (5,350)                0                0            (5,350)
Disposal of Equity Investment                   0           518,327                 0                0           518,327
                                      -----------       -----------       -----------      -----------       -----------
Income from continuing
  Operations before provision
   for income taxes                        (1,426)          378,913                 0                0           377,487
Profit (Loss) from Discontinued
Operations                                      0                 0                 0                0                 0
                                      -----------       -----------       -----------      -----------       -----------
Net income (loss) for the period           (1,426)          378,913                 0                0           377,487
                                      ===========       ===========       ===========      ===========       ===========
Identifiable assets                   $     6,857       $ 3,239,798       $         0           (8,283)      $ 3,238,372
                                      ===========       ===========       ===========      ===========       ===========

For the year ended and as of March 31, 2001

Revenue from
unaffiliated customers                $        57       $   332,972       $         0      $         0       $   333,029
Revenue from Inter-segments                     0                 0                 0                0                 0
                                      -----------       -----------       -----------      -----------       -----------
Total revenue                                  57           332,972                 0                0           333,029
                                      ===========       ===========       ===========      ===========       ===========
Depreciation
& Amortization                                  0             5,588                 0                0             5,588
                                      ===========       ===========       ===========      ===========       ===========
Operating profit                               57           327,384                 0                0           327,441
                                      ===========       ===========       ===========      ===========       ===========
General corporate
expenses                                 (32,021)        (2,175,514)                0                0        (2,207,535)
Interest expenses, net                     (3,399)          (20,200)                0                0           (23,599)
                                      -----------       -----------       -----------      -----------       -----------
Income from continuing
Operations before provision
for income taxes                          (35,363)       (1,868,330)                0                0        (1,903,693)
Loss from Discontinued
Operations                                      0          (422,232)                0                0          (422,232)
                                      -----------       -----------       -----------      -----------       -----------
Net income (loss) for the period          (35,363)       (2,290,562)                0                0        (2,325,925)
                                      ===========       ===========       ===========      ===========       ===========
Identifiable assets                   $     4,005       $ 3,618,092       $         0      ($  477,762)      $ 3,144,335
                                      ===========       ===========       ===========      ===========       ===========
</TABLE>





--------------------------------------------------------------------------------
/Continued...                                                             F - 19

<PAGE>



                        INTERUNION FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


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




14.    INVESTMENT IN UNCONSOLIDATED COMPANIES:

It is a Company policy to account for investments in unconsolidated companies on
a cost basis if the investment of the Company is below 20% of equity of the
investee company. If the ownership of the equity of the investee company is
between 20% to 50% then investment is accounted for on an equity basis.

The company's investment in the unconsolidated companies and their respective
ownership are shown below:

<TABLE>
<CAPTION>
Company                                        % of Ownership                     Amount of investment
-------                                     ----------------------             -----------------------
                                            2002              2001             2002               2001
                                            ----              ----             ----               ----
<S>                                      <C>               <C>              <C>                <C>
InterUnion Asset Management Inc.                  0%            42.8%       $        0         $2,191,135
                                         ----------        ----------       ----------         ----------
</TABLE>

There was no difference between the Company's carrying value of the investments
and its proportionate interest in the underlying net assets. During the third
quarter of fiscal 2002, the company sold its investment in IUAM (Note 9).

15.      CONTINGENCIES:

From time to time the Company is exposed to claims and legal actions in the
normal course of business, some of which are initiated by the Company. At March
31, 2002, management believes that any such outstanding issues will be resolved
without significantly impairing the financial condition of the Company.

16.   WRITE DOWN OF INVESTMENT

During the fiscal year 2000, InterUnion Merchant Group Inc., a wholly owned
subsidiary of the Company, had an investment of $1,231,618 in Receptagen Ltd., a
Canadian based Company, and the Company had a direct investment of $49,805. Due
to the uncertain future of Receptagen Ltd., the Company decided to write down
value of its investment to the market value of Receptagen Ltd. shares as of
March 31, 2000. This caused a write down of investment to $ 30,089. Due to this
the Company recorded an unrealised loss in 2000 of $1,251,334. In fiscal 2001,
the above investment was sold resulting in a further loss of $27,379.

17.   WRITE DOWN OF NOTES RECEIVABLE:

During the fiscal year 2001, the Company wrote down notes receivable of $633,286
from Receptagen Limited as management considered this amount unrecoverable.

18.   COMPARATIVE FIGURES:

Certain comparative figures have been reclassified to conform with the basis of
presentation adopted in the current fiscal year.





--------------------------------------------------------------------------------
                                                                          F - 20