FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

        For the fiscal year ended: October 31, 1995
                                   ----------------
                                       OR

[ ]   TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from __________ to __________

    Commission File Number: 33-8066-D
                            ---------

                           TSUNAMI CAPITAL CORPORATION
                 (Name of small business issuer in its charter)

      COLORADO                                                   84-1031657
-------------------------------                            ---------------------
(State or other jurisdiction of                               I.R.S. Employer
 incorporation or organization)                            Identification Number

 11811 NORTH TATUM - SUITE 4040,  PHOENIX,  ARIZONA            85028
--------------------------------------------------------------------------------
 (Address of principal executive offices)                   (Zip Code)


                                 (602) 953-7980
                            -------------------------
                            Issuer's telephone number

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

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

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  and  Exchange  Act during the past  twelve  (12)
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been  subject to such  filing  requirements  for the past
ninety (90) days.

                       [X] Yes     [ ] No





<PAGE>



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

            State issuer's revenues for its most recent fiscal year.

                                    $ 59,626

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within  sixty (60)
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).

                       $ 1,442,236 as of February 9, 1996
                       -----------

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
(5) YEARS:

Check whether the Registrant has filed all documents and reports  required to be
filed  by  Section  12,  13 or  15(d)  of the  Securities  Exchange  Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

                                [ ] Yes   [ ] No

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.

7,644,534 shares of Common Stock, as of February 9, 1996


DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is  incorporated:  (i) any annual report to security  holders
(ii) any proxy or information statement; and (iii) any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933  ("Securities  Act"). The
listed documents should be clearly described for identification  purposes (e.g.,
annual report to security holders for fiscal year ended __________ ).

                                      None.

                                     
                                      -2-
                                      
<PAGE>
               
                                     PART I

Item 1. Business
                                   BACKGROUND

TSUNAMI  CAPITAL  CORPORATION  ("the  Company")  was  organized  as  a  Colorado
Corporation in June 1986 for the purpose of creating a so-called "blind pool".

On August 13, 1987, the Company acquired all of the outstanding  common stock of
Paradise Valley Securities,  Inc., an Arizona corporation  ("Paradise"),  and on
October 1, 1987 acquired all of the outstanding preferred stock of Paradise.

On November  12,  1993,  the Company  entered  into a stock  purchase  agreement
("Agreement") to sell Paradise to certain Paradise  employees for the price of $
1,100,000.00   in  cash.  The  Agreement  was   subsequently   approved  by  the
shareholders  of the Company,  and the sale was  completed on December 31, 1993.
See Item 12(a).

The  Company  is  currently   seeking  out  potential   businesses  or  business
combinations that may prove to increase shareholder value.

                             DESCRIPTION OF BUSINESS
General Business

The Company is not currently  conducting  operations  and is seeking a potential
business or  businesses,  that may , in the  opinion of its Board of  Directors,
warrant the Company's  involvement.  The Company  recognizes that as a result of
its limited financial,  managerial,  and other resources, the number of suitable
potential  businesses that may be available to it will be limited. The Company's
primary  business  objective will be to seek growth potential in the business in
which it  participates.  While the Company is seeking future  opportunities,  it
invests  its  cash  balances  in  market  interest  accounts,   publicly  traded
securities,  and  privately  issued  securities.  The Company does not intend to
become an "investment  company"  under the  Investment  Company Act of 1940. The
Company currently has no paid employees.

During the year being  reported on, the Company  entered into a letter of intent
for the possible merger of American  Wireless Systems of Minneapolis  ("AWSY-M")
into the Company.  The letter of intent was in conjunction with a loan to AWSY-M
in the  amount of $ 550,000.  The loan was paid in full in October  1995 and the
letter of intent was terminated in November 1995.

Item 2. Properties

The Company occupies premises leased by its former  subsidiary,  Paradise Valley
Securities, Inc., and currently pays no rent.


                                       -3-
<PAGE>


Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.
                                     PART II

Item 5. Market for Registrant's Common Equity and
 Related Stockholders' Matters

 (a) Market Information
Shares of the Company's common stock are traded  over-the-counter and are quoted
on the NASD  "Bulletin  Board".  The  quotations  reflect  inter-dealer  prices,
without regard to markup,  markdown,  or commission and may not represent actual
transactions.  High and low bid  prices  for the last two  fiscal  years  are as
follows:
      High Bid Low Bid

        October 1993 - December 1993            0.25              0.125
        January 1994 - March 1994               0.25              0.25
        April 1994 - June 1994                  0.25              0.25
        July 1994 - September 1994              0.25              0.25
        October 1994 - December 1994            0.25              0.25
        January 1995 - March 1995               0.25              0.25
        April 1995 - June 1995                  0.25              0.25
        July 1995 - September 1995              0.25              0.125
        October 1995 - December 1995            0.125             0.125

 (b) As of  December  31,  1995  there  were 42  shareholders  of  record of the
Company's common stock.

 (c) Dividends.

The Board of Directors has declared the following cash dividends:

Declaration Date     Record Date          Payment Date            Amount

December 20, 1994    December 29, 1994    December 30, 1994      $ 0.005
December 5, 1995     December 15, 1995    December 29, 1995      $ 0.005

    The Board of Directors determines whether or not to pay a dividend,  and the
amount thereof. There is no assurance of any future dividends.


                                       -4-
<PAGE>


Item 6.Management's Discussion and Analysis of
Financial Condition and Results of Operations

                                     GENERAL

The Company currently conducts no business operations and is seeking a potential
business  or  businesses  that may,  in the  opinion of its Board of  Directors,
warrant the Company's  involvement.  The Company  recognizes that as a result of
its limited financial,  managerial,  and other resources, the number of suitable
potential businesses that may be available to it will be limited.

                              RESULTS OF OPERATIONS

The Company's financial results are attributable to maintenance of the Company's
corporate  structure,  interest  earned on cash  deposits,  and the  results  of
investments of the Company's resources.

Income (loss) from discontinued  operations reflect the results of the Company's
former subsidiary, Paradise Valley Securities, Inc.
("Paradise").

Interest  Income for the period  being  reported  on is higher  than in previous
years primarily due to the higher interest rate received on the loan to American
Wireless Systems of Minneapolis versus rates paid by financial institutions.

The Company  reclassified its investment in American Wireless  Systems,  Inc. (a
Delaware  Corporation)  as "Securities  available for sale" in conformance  with
Statement on Financial Accounting Standards number 115.

The current inactive status of the Company  prohibits any meaningful  comparison
to prior years results.

                         LIQUIDITY AND CAPITAL RESOURCES

The net liquid assets of the Company,  approximately $ 796,000 as of October 31,
1995, will be used to seek acquisition  possibilities or to make acquisitions or
to enter into other  business  endeavors  as best as these  limited  assets will
allow.


Item 7. Financial Statements

                                       -5-
<PAGE>


                           TSUNAMI CAPITAL CORPORATION


                              Financial Statements
                            October 31, 1995 and 1994



                          Independent Auditors' Report


The Board of Directors
Tsunami Capital Corporation


We have audited the accompanying  balance sheets of Tsunami Capital  Corporation
as of  October  31,  1995 and 1994 and the  related  statements  of  operations,
changes in stockholders'  equity and cash flows for the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the 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 financial  statements  referred to above present fairly, in
all material respects,  the financial position of Tsunami Capital Corporation as
of October  31,  1995 and 1994 and the  results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.




December 28, 1995
Evers & Company, Ltd
Phoenix, Arizona

                                      -6-

<PAGE>



                           TSUNAMI CAPITAL CORPORATION

                                 Balance Sheets
                            October 31, 1995 and 1994


             Assets                                    1995        1994
             ------                                 ---------    ---------

Current Assets:
   Cash and cash equivalents                        $ 628,700    $ 612,928
   Securities available for sale                      162,212           --
   Deferred income taxes                               38,000       43,000
   Note receivable, officer                                --       30,000
   Other receivables                                    5,250        2,100
                                                    ---------    ---------

   Total current assets                               834,162      688,028
                                                    ---------    ---------

Investments in restricted securities                       --      185,704
Furniture & equipment, net of accumulated
 depreciation of $12,090 in
   1995 and $10,625 in 1994                            13,980       15,445
                                                    ---------    ---------
                                                    $ 848,142    $ 889,177
                                                    =========    =========


Liabilities and Stockholders' Equity

Current Liabilities:
   Accounts payable                                 $      --    $   3,456
   Income taxes payable                                 4,510       19,000
                                                    ---------    ---------

     Total current liabilities                          4,510       22,456
                                                    ---------    ---------

Commitments and contingencies (see notes)

Stockholders' equity:
   Common stock, no par value; 200,000,000 shares
    authorized, 7,644,534 shares issued and
    outstanding                                       167,781      167,781
   Retained Earnings                                  759,685      698,940
Unrealized depreciation on securities                 (83,834)          --
                                                    ---------    ---------

         Net Stockholders' equity                     843,632      866,721
                                                    ---------    ---------


                                                    $ 848,142    $ 889,177
                                                    =========    =========

                 See accompanying notes to financial statements.


                                      -7-

<PAGE>



                           TSUNAMI CAPITAL CORPORATION

                            Statements of Operations
                      Years ended October 31, 1995 and 1994



                                                       1995             1994
                                                    ---------        ----------

Revenue                                             $      --        $       --

General & administrative expenses                      16,698            19,673
                                                    ---------        ----------
                                                      (16,698)          (19,673)
                                                    ---------        ----------

Other income, expense
   Gain (loss) on securities                              258          (166,764)
   Interest income                                     53,918            26,218
   Other                                                5,450             3,600
                                                    ---------        ----------
                                                       59,626         ( 136,946)
                                                    ---------        ----------

Net income (loss) from continuing
   operations before income taxes                      42,928          (156,619)

Provision for income taxes (recovery)                   9,300           (63,000)
                                                    ---------        ----------

Net income (loss) from continuing operations           33,628           (93,619)

Loss from discontinued operations, net of 
 income taxes of $229,073 in 1994                          --          (180,503)
                                                    ---------        ----------

Net Income (loss)                                   $  33,628        $ (274,122)
                                                    =========        ==========

Earnings (loss) per share
   Continuing operations                            $    .004        $    (.012)
   Discontinued operations                                 --        $    (.023)
                                                    ---------        ----------

                                                    $    .004        $    (.035)
                                                    =========        ==========

Weighted average shares outstanding                 7,644,534         7,736,570
                                                    =========        ==========




                 See accompanying notes to financial statements.

                                      -8-


<PAGE>

                           TSUNAMI CAPITAL CORPORATION

                            Statements of Cash Flows
                      Years ended October 31, 1995 and 1994


                                                          1995           1994
                                                      ---------    -----------
Cash flows from operating activities:
   Net Income (loss)                                  $  33,628    $  (274,122)
   Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
      Depreciation                                        1,465          1,953
      Gain on sale of subsidiary                             --        (61,390)
      Deferred income taxes                               9,998       (479,000)
      Changes in operating assets and liabilities:
        Receivable from clearing organization                --        421,457
        Other receivable                                 (3,150)        (2,100)
        Securities owned                                     --      1,152,658
        Other assets                                         --         (1,494)
        Accounts payable                                 (3,456)      (215,424)
        Accrued wages and commissions                        --       (177,738)
        Securities sold, not yet purchased                   --        115,417
        Income taxes payable                            (14,490)       (37,516)
        Payroll taxes payable                                --        251,556
        Other liabilities                                    --        (10,166)
                                                      ---------    -----------
          Net cash provided by operating activities      23,995        684,091
                                                      ---------    -----------

Cash flows from investing activities:
   Proceeds from sale of subsidiary                          --      1,100,000
   Loan to American Wireless                            550,000
   Repayment of loan                                   (550,000)
   Purchase of furniture and equipment                       --         (1,646)
   Loans to officer                                      30,000        (30,000)
                                                      ---------    -----------
           Net cash provided by investing activities     30,000      1,068,354
                                                      ---------    -----------

Cash flows from financing activities:
   Sale of common stock                                      --          1,600
   Purchase of stock for retirement                          --       (237,150)
   Dividends paid                                       (38,223)    (1,107,007)
                                                      ---------    -----------
          Net cash used in financing activities         (38,223)    (1,342,557)
                                                      ---------    -----------

Net increase in cash and cash equivalents                15,772        409,888
   Cash and cash equivalents, beginning                 612,928      1,735,618
   Cash transferred with sale of subsidiary                  --     (1,532,578)
                                                      ---------    -----------
   Cash and cash equivalents, ending                  $ 628,700    $   612,928
                                                      =========    ===========

Supplemental disclosures of cash flow information:
  Cash paid for income taxes                          $  11,980    $   222,323
                                                      =========    ===========


                 See accompanying notes to financial statements.

                                      -9-


<PAGE>
<TABLE>

                                                     TSUNAMI CAPITAL CORPORATION

                                            Statements of Changes in Stockholders' Equity
                                                Years ended October 31, 1995 and 1994
<CAPTION>

                                           Common Stock
                                    -------------------------- 
                                      Number of                     Retained    Depreciation
                                       Shares         Amount        Earnings    of Securities      Total
                                    -----------    -----------    -----------   ------------    -----------
<S>                                 <C>            <C>            <C>           <C>             <C>
Balance at October 31, 1993           8,425,000    $   183,413    $ 2,299,987             --    $ 2,483,400

Dividends paid on common stock               --             --     (1,107,007)            --     (1,107,007)

Issuance of common stock                 10,000          1,600             --             --          1,600

Purchase of stock for retirement       (790,466)       (17,232)      (219,918)            --       (237,150)
Net loss for the year
 ended October 31, 1994                      --             --       (274,122)            --       (274,122)
                                    -----------    -----------    -----------    -----------    -----------

Balance at October 31, 1994           7,644,534    $   167,781    $   698,940    $              $   866,721
                                    -----------    -----------    -----------    -----------    -----------

Dividends paid on common stock               --             --        (38,223)            --        (38,223)

Reclassification of unrealized
   depreciation on securities
   available for sale                        --             --         65,340        (65,340)            --

Net income for the year
  ended October 31, 1995                     --             --         33,628             --         33,628

Change in valuation of securities
   available for sale                        --             --             --        (18,494)       (18,494)
                                    -----------    -----------    -----------    -----------    -----------


                                      7,644,534    $   167,781    $   759,685    $   (83,834)   $   843,632
                                    ===========    ===========    ===========    ===========    ===========
</TABLE>



                 See accompanying notes to financial statements.


                                      -10-
<PAGE>



                           TSUNAMI CAPITAL CORPORATION

                          Notes to Financial Statements
                            October 31, 1995 and 1994

(1)    Summary of Significant Accounting Policies
       ------------------------------------------

       (a)    Basis of Presentation and Operations
              ------------------------------------

              The accompanying  financial statements include the accounts of the
               Company,  and  those  of its  wholly-owned  subsidiary,  Paradise
               Valley Securities, Inc., (Paradise) through December 31, 1993.

              Effective  December 31, 1993, the Company sold Paradise to certain
               officers and  employees of Paradise.  The  activities of Paradise
               have been reflected as  discontinued  operations in the financial
               statements.

              All significant  inter-company balances and transactions have been
               eliminated in  consolidation.  The  operations of the Company and
               its  subsidiary  were  primarily  in the area of  securities  and
               broker-dealer services.

       (b)    Cash Equivalents
              ----------------
              Cash equivalents includes highly liquid debt instruments and other
               short-term  investments with an original maturity of three months
               or less.

       (c)    Securities
              ----------
              Securities  available for sale are valued at quoted market prices.
               Unrealized gains and losses are reflected as a separate component
               of stockholder's equity.

              Realized  gains and losses on  available-for-sale  securities  are
               computed based upon the average cost of the investment.

              Restricted    securities    are    reclassified    as   securities
               available-for-sale  if they can reasonably be expected to qualify
               for sale within one year of the balance sheet date.

       (d)    Furniture and Equipment
              -----------------------
              Furniture and equipment is recorded at cost and  depreciated  over
               an estimated useful life of 5 years using an accelerated method.

       (e)    Income Taxes
              ------------
              The Company accounts for income taxes in accordance with Statement
               of Financial  Accounting  Standards 109. Investment and other tax
               credits  are  applied as a  reduction  to income  taxes using the
               flow-through method.

                                      -11-
<PAGE>



                           TSUNAMI CAPITAL CORPORATION

                    Notes to Financial Statements, Continued
                            October 31, 1995 and 1994

       (f)    Per Share
              ---------
              Earnings  (Loss)  per  common  share  is  calculated  based on the
               weighted average common shares outstanding during the period. The
               weighted average shares  outstanding were 7,644,534 and 7,736,570
               in 1995 and 1994, respectively.

       (g)    Reclassification
              ----------------
              The  Company  previously  prepared  its  financial  statements  in
               accordance    with    established    standards   for   securities
               broker-dealers.  Certain 1994 amounts have been  reclassified  to
               conform with the current year presentation.


(2)  Concentration of Credit Risk
     ----------------------------
       The Company  maintains cash accounts with balances in excess of federally
        insured  limits which exposes the Company to a  concentration  of credit
        risk.  As of October 31, 1995 and 1994,  the excess of cash  deposits in
        such accounts were $523,080 and $413,036, respectively.


(3)  Note Receivable, Officer
     --------------------------
       Note  Receivable,  Officer  consisted  of a 10%  promissory  note  due on
        October  20,  1995.  The note was  secured by 218,333  shares of Tsunami
        common stock. The note was repaid in 1995.

(4)  Securities
     ----------
       Securities  consist  of 37,077  and 13,333  shares of  American  Wireless
        Systems,  Inc.  restricted  common  stock at October  31, 1995 and 1994,
        respectively.  At October  31,  1994,  the  Company  also had an $84,000
        convertible  note from  American  Wireless.  During 1995,  this note was
        converted  to 23,744  shares of  American  Wireless  common  stock.  The
        Company  expects  to have  all  restrictions  released  on the  American
        Wireless  common stock and therefore has  classified  the  securities as
        available-for-sale securities.

       The total  investment  in American  Wireless  was $294,046 at October 31,
        1995 and 1994.  The  gross  unrealized  holding  loss was  $131,834  and
        $108,342  respectively during these periods. The unrealized loss, net of
        applicable  income taxes,  is reflected as a component of  stockholders'
        equity.  Retained  earnings  of  $65,340 at  October  31,  1994 has been
        reclassified to unrealized depreciation on securities.


                                      -12-
<PAGE>




                           TSUNAMI CAPITAL CORPORATION

                    Notes to Financial Statements, Continued
                            October 31, 1995 and 1994

       On May 19,  1995,  Tsunami  entered  into a loan  agreement  and signed a
        letter of intent with American Wireless Systems of Minneapolis.  Tsunami
        provided a loan to American Wireless of $550,000 at 12% interest,  under
        a promissory note which was due on December 31, 1995. The loan agreement
        also required  American Wireless to pay a fee of $5,500 as reimbursement
        for Tsunami's costs of providing the loan. The letter of intent provided
        for the possible merger of American Wireless of Minneapolis into Tsunami
        and a subsequent secondary stock offering.

       The loan was subsequently  repaid by American  Wireless of Minneapolis in
        October, 1995 and the letter of intent was terminated in November, 1995.
        Tsunami received $30,250 in interest income from the note.

(5)  Income Taxes
     ------------
       The provision for income taxes consists of the following:

                                            1995                     1994
                                         ---------                ----------

         Current                         $   9,300                $  186,927
         Deferred                               --                  (479,000)
                                         ---------                ----------
                                             9,300                  (292,073)
         Less portion applicable to
           discontinued operations              --                  (229,073)
                                         ---------                ----------

                                         $   9,300               $   (63,000)
                                         =========                ==========

       Deferred income taxes arise primarily from  differences in the accounting
         and tax basis of  securities  owned.  At October 31, 1995,  the cost of
         securities owned exceeded market value by approximately  $132,000. This
         resulted in a deferred tax asset of $38,000 at October 31, 1995.  State
         taxes represent the primary difference between the Company's  effective
         tax rate and the federal statutory rate.

        The change in deferred  taxes is reflected as a component of  unrealized
          depreciation  on  securities,  which is a component  of  stockholders'
          equity.

(6)  Stock Option Plan
     -----------------
       In 1991, the Company  implemented a director's  stock option plan,  which
        provided for the issuance of up to 250,000  shares of common  stock.  On
        January 29, 1993, the board approved an increase in the number of shares
        reserved for issuance by 750,000 shares for a total of 1,000,000 shares.
        This increase was approved by the shareholders in December, 1993.

       During  January  1993,  the board  granted  the entire  1,000,000  shares
        reserved  to certain  employees.  The  options are at $.16 per share and
        vest  January 29,  1994.  The options  expire on January 29, 1998 if not
        exercised.

       The option  price  exceeded the fair market value of the stock at January
       29, 1993.

                                      -13-
<PAGE>

                           TSUNAMI CAPITAL CORPORATION

                    Notes to Financial Statements, Continued
                            October 31, 1995 and 1994


(7)  Discontinued Operations
     -----------------------
       In December, 1993, the Company's stockholders voted to sell the Company's
        wholly owned subsidiary,  Paradise Valley Securities, Inc. to certain of
        its officers and  employees.  The purchase  price for the Paradise stock
        was $1,100,000 in cash. The agreement required that substantially all of
        the purchase price be delivered to the  stockholders  within one year of
        the  effective  date  of the  agreement.  The  agreement  also  required
        Paradise to pay a cash dividend of  $1,000,000  to Tsunami.  The Company
        recorded a gain on the sale of Paradise of approximately $61,000.

       In  conjunction  with this sale,  the  Company  offered to purchase up to
        4,000,000  shares of its  common  stock at $.30 per share.  The  Company
        received 790,466 shares for a total redemption price of $237,150.

       The revenues of Paradise Valley  Securities were $1,525,172 from November
       1, 1993 through December 31, 1993.

                                      -14-

<PAGE>
Item 8. Disagreements on Accounting and Financial Disclosure
   None.
                                    PART III
ITEM 9. Directors, Executive Officers, Promoters, and Control
Persons; Compliance with Section 16(a) of the Exchange Act

The principal executive officers,  directors,  and significant  employees of the
Company are as follows:

Name                     Position with the Registrant
-------------------      ----------------------------
Anthony Silverman        President/Director
Michael E. Jacobson      Treasurer/Sr. Vice Pres/Director
Jeffrey Silverman        Vice President
Emmett E. Mitchell       Director
Steven Bathgate          Director
Hayden R. Fleming        Director

ANTHONY SILVERMAN,  age 52, has been President and a Director of Paradise Valley
Securities,  Inc.  ("Paradise"),  a former subsidiary of the Company,  since its
inception and was for 11 years before that President of Anthony  Investment Co.,
a securities broker-dealer. He is the father of Jeffrey Silverman.

MICHAEL E. JACOBSON, age 41, has been a registered  representative with Paradise
for  approximately  9 years.  He has been employed with Paradise since it became
licensed and was associated with Anthony Investment Co. since March, 1985.

JEFFREY A. SILVERMAN, age 28, has been a registered rep- resentative since 1987.
He has been associated with Paradise since it became licensed.  He is the son of
Anthony Silverman.

EMMETT E. MITCHELL, age 40, has been employed by Paradise as a corporate finance
analyst  since  1991.  From 1984 until  1991,  he held  several  positions  with
Executone Information Systems, Inc. and its predecessor, Vodavi Technology Corp.

STEVEN  BATHGATE,  age 40, has been a Director since 1989.  Mr.  Bathgate is the
Presdident of Bathgate & McColley, Inc. and was a Vice-President and Director of
Cohig & Associates, Inc., from 1986 to 1995.

HAYDEN R. FLEMING,  age 46, has been a Director  since 1991.  Mr.  Fleming was a
registered  representative  of Paradise from  September 1989 until October 1995.
Prior to his association with Paradise,  he was a registered  representative  of
Adkins Securities, Inc. of St. Cloud, Minnesota for six years.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 The Company
is not subject to Section  16(a) of the  Securities  Exchange  Act of 1934 as as
none of the Company's securities are
registered under said Act.

                                      -15-
<PAGE>


Compensation of Directors

Directors  who are  full-time  employees  of the Company  receive no  additional
compensation for serving as directors.  Non-employee directors receive fees of $
100 per Board  meeting  attended  and are  reimbursed  for  their  out-of-pocket
expenses in attending meetings.

Employment Contracts with Executive Officers

None.

Stock Options

The  Company  has not  amended or  re-priced  any of its stock  options  held by
executive officers of the Company.  During the last fiscal year, the Company did
not grant any stock  options  to any  executive  officer  nor did any  executive
officer exercise any stock options.

Long-term Incentive Compensation Plans

None.

                                      -16-
<PAGE>
<TABLE>


Item 10.  Executive Compensation
--------------------------------
<CAPTION>

Name and               Fiscal                     (1)Other      Restricted  Securities            All Other
Principal              Year                       Annual Com-     Stock     Underlying    LTIP     Compen-
Position               Oct 31,   Salary   Bonus   pensation       Awards     Options     Payouts   sation(2)
-------------------   --------   ------   ------  -----------   ----------  ----------  --------  ---------
<S>                   <C>        <C>      <C>     <C>           <C>         <C>         <C>       <C>   

Anthony Silverman      1995       -0-       -0-         -0-        None        None       None        -0-
President, CEO         1994       -0-       -0-     303,037        None        None       None        -0-
                       1993       -0-   191,000     724,573        None        None       None    345,577

Michael E. Jacabson    1995       -0-       -0-         -0-        None        None       None        -0-
V.P./Treasurer         1994     8,000     90,000      2,137        None        None       None        -0-
                       1993    48,000     79,000     55,051        None        None       None     94,679

Hayden R. Fleming      1995       -0-        -0-        -0-        None        None       None        -0-
Director               1994       -0-        -0-    386,419        None        None       None        -0-
                       1993       -0-    126,000  1,310,590        None        None       None    227,229

Jerrold B. Karnell     1995       -0-        -0-        -0-        None        None       None        -0-
                       1994       -0-        -0-    110,368        None        None       None        -0-
                       1993       -0-     50,000    572,237        None        None       None    104,146

</TABLE>


                                      -17-
<PAGE>


Item 11. Security Ownership Of Certain Beneficial Owners
 And Management
(a) The  following  table  shows the name,  and  identity  of, and the number of
shares  owned by each person  known to the Company to own more than five percent
(5%) of the  Company's  outstanding  voting  securities,  as of the date of this
report.


-----------------------------------------------------------------
Title Name and address of Amount and Nature Percent
of Class Beneficial Owner of Ownership of Class
-----------------------------------------------------------------

Common Stock, Anthony Silverman 1,457,014 (1)(2)   18.8 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253

Common Stock, Kay Silverman 1,261,666 (2)(3)   16.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253

Common Stock, Jeffrey A. Silverman 502,500 (4)(5)    6.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253

Common Stock, William B. Silverman 502,500 (5)(6)    6.5 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253

Common Stock, Michael E. Jacobson 726,665 (7)       9.4 %
Without 3927 E. Altadena
Par Value Phoenix, AZ 85028

Common Stock,   Hayden R. Fleming and    610,383 (8)       8.0 %
Without         LaDonna M. Fleming
Par Value       10093 E. Filaree Lane
                Scottsdale, AZ 85262

Common Stock    J.O. Marc Summers        400,000           5.2 %
Without         4300 Royal Aberdeen
Par Value       Columbia, MO  65203

(1) Includes 100,000 shares issuable upon exercise of stock
options.

(2) Anthony and Kay Silverman are husband and wife. Each disclaims ownership and
control over the shares the other owns.

(3) Includes  911,666 shares  beneficially  owned by Molly  Silverman and Andrea
Silverman,  her minor children, for whom she is custodian.  Kay Silverman is the
wife of Anthony Silverman.

(4) Includes 40,000 shares issuable upon exercise of stock options.

                                      -18-
<PAGE>


(5) Jeffrey A.  Silverman  and William B.  Silverman are the sons of Anthony and
Kay  Silverman.  Anthony and Kay  Silverman  disclaim any interest in or control
over such shares.

(6) Includes 40,000 shares issuable upon exercise of stock options.

(7) Includes 90,000 shares  beneficially  owned by August M. Jacobson,  Brett S.
Jacobson,  and  Margaret  M.  Jacobson,  his  minor  children,  for  whom  he is
custodian, and 82,492 shares issuable upon exercise of stock options.

(8) Includes 252,050 shares  beneficially  owned by Jessica Fleming and Jennifer
Fleming,  their minor children,  for whom Mr. Fleming is custodian,  and 100,000
shares issuable upon the exercise of stock options.


(b) The following  Table shows the name and identity of each  executive  officer
and director of the Company who owned any of the securities of the Company as of
the date of this report.

                                      -19-
<PAGE>


-----------------------------------------------------------------
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Ownership of Class
-----------------------------------------------------------------

Common Stock,  Anthony Silverman      2,718,680 (1)       35.2 %
Without 9815 N. 53rd Place
Par Value Phoenix, AZ 85253

Common Stock Michael E. Jacobson 726,665 (2)        9.4 %
Without 3927 E. Altadena
Par Value Phoenix, AZ 85028

Common Stock   Jeffrey A. Silverman     502,500 (3)        6.5 %
Without        9815 N. 53rd Place
Par Value      Phoenix, AZ  85253

Common Stock   Hayden R. Fleming        610,383 (4)        8.0 %
Without        10093 E. Filaree Lane
Par Value      Scottsdale, AZ 85262

Common Stock   Steven Bathgate           44,000 (5)        0.6 %
Without        6376 E. Tufts Ave.
Par Value      Englewood, CO  80111

Common Stock   Emmett E. Mitchell       140,000 (6)        1.8 %
Without        11889 E. Gold Dust Ave.
Par Value      Scottsdale, AZ 85259

Common Stock  Three executive         4,742,228           58.4 %
Without officers and five
Par Value directors as a group

(1) Includes  350,000  shares owned by Kay Silverman,  his wife,  911,666 shares
beneficially  owned  by  Molly  Silverman  and  Andrea  Silverman,  their  minor
children,  for whom she is custodian,  and 100,000 shares issuable upon exercise
of stock options.

(2) Includes 90,000 shares  beneficially  owned by August M. Jacobson,  Brett S.
Jacobson,  and  Margaret  M.  Jacobson,  his  minor  children,  for  whom  he is
custodian, and 82,492 shares issuable upon exercise of stock options.

(3) Includes 40,000 shares issuable upon the exercise of stock options.

(4) Includes 252,050 shares  beneficially  owned by Jessica Fleming and Jennifer
Fleming, his minor children,  for whom Mr. Fleming is custodian,  258,333 shares
owned by  LaDonna  Fleming,  his wife,  and  100,000  shares  issuable  upon the
exercise of stock options.

(5) Includes 10,000 shares issuable upon option exercise.

(6)  Includes 140,000 shares issuable upon option exercise.


                                      -20-

<PAGE>

(c) Changes in control.
 None.

Item 12. Certain Relationships and Related Transactions

 (a) Transactions with management and others.

    None.

 (b) Parent Corporations.

 None.

 (c) Transactions with Promoters.

 None.


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

 (a) Exhibits.

Each of the  following  items is  incorporated  by  reference  from  Exhibits to
aforesaid S-18  Registration  Statement,  each Exhibit  Number  referring to the
Exhibit Number in said Registration Statement:

    Exhibit 3  Articles of Incorporation and Bylaws

     The following  item is  incorporated  by reference to the Company's  annual
report on Form 10-K for October 31, 1990:

    Exhibit 10.4   Tsunami Capital Corporation Stock Option Plan

 (b) Current  Reports on Form 8-K. The  Registrant did not file a current report
on Form 8-K during the fourth quarter of its fiscal year.




                                      -21-
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

    TSUNAMI CAPITAL CORPORATION


     by  /s/ Anthony Silverman
         --------------------------------------
             Anthony Silverman, President,
             Chief Executive Officer, Director


     by  /s/ Michael E. Jacobson
         --------------------------------------
             Michael E. Jacobson, Sr. Vice-
             President, Treasurer, Director,
             Chief Financial and Accounting Officer

Dated: February 12, 1995

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.



/s/ Anthony Silverman              /s/ Michael E. Jacobson
-------------------------------    ----------------------------------
Anthony Silverman, President,      Michael  E. Jacobson, Sr. Vice
Chief Executive Officer, Director  President, Treasurer, Director
                                   Chief Financial & Acct Officer

/s/ Hayden R. Fleming              
-------------------------------    ----------------------------------
Hayden R. Fleming, Director        Steven Bathgate, Director


                /s/ Emmett E. Mitchell
                --------------------------------
                    Emmett E. Mitchell, Director

Dated: February 12, 1995

              SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
                  FILED PURSUANT TO SECTION 15(d) OF THE ACT BY
                REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
                       PURSUANT TO SECTION 12 OF THE ACT.

No annual Report or Proxy material has been sent to security holders.  An Annual
Report is to be furnished to security  holders  subsequent to the filing of this
report and copies thereof shall be furnished to the  Commission  when it is sent
to the security holders.
                                      -22-