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

        For the fiscal year ended: October 31, 1996

                                       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
                                       -1-
<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 [X].

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

                                       -0-

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 27, 1997
                       -----------

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 27, 1997


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
 10/31/96).

                                      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.

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 terminated a letter of intent for
the possible  merger of American  Wireless  Systems of  Minneapolis.  Management
continues  to evaluate  business  opportunities  as they are  presented to them.
Management is currently in  negotiations  for a possible  business  combination,
however no definitive agreements have been reached.

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 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
January 1996 - March 1996                       0.125                     0.125
April 1996 - June 1996                          0.125                     0.125
July 1996 - September 1996                      0.125                     0.125
October 1996 - December 1996                    0.125                     0.125


        (b) As of December 31, 1996 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 5, 1995     December 15, 1995    December 29, 1995        $0.005
December 24, 1996    December 30, 1996    December 31, 1996        $0.004


 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.

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

The Company  classified 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 prevents any meaningful comparison to
prior years results.

                         LIQUIDITY AND CAPITAL RESOURCES

The net liquid assets of the Company,  approximately $ 800,000 as of October 31,
1996, 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, 1996 and 1995
<PAGE>
                             EVERS & COMPANY, LTD.
                             ---------------------
                          CERTIFIED PUBLIC ACCOUNTANTS

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


                          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,  1996 and 1995 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 audits 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,  1996 and 1995 and the  results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.


                                        Evers & Company, LTD.

January 24, 1997
Evers & Company, LTD
Phoenix, Arizona


               1440 EAST MISSOURI*SUITE 175*PHOENIX*ARIZONA 85014
                        (602)230-4480*FAX (602)240-9570
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                                 Balance Sheets
                            October 31, 1996 and 1995


                                 Assets                       1996     1995
                                 ------                       ----     ----

Current Assets:
   Cash and cash equivalents                               $ 691,380  $ 628,700
   Securities available for sale                              87,957    162,212
   Deferred income taxes                                      12,000     38,000
   Income tax refunds receivable                              31,000        -
   Other receivables                                           1,720      5,250
                                                            --------   --------

   Total current assets                                      824,057    834,162
                                                            --------   --------

Furniture & equipment, net of accumulated 
   depreciation of $13,553 in 1996 and $12,090 in 1995        12,517    13,980
                                                            --------   --------
                                                           $ 836,574  $ 848,142
                                                            ========   ========


                  Liabilities and Stockholders' Equity
                  ------------------------------------

Current Liabilities:
   Accounts payable                                        $      82  $   -
   Income taxes payable                                         -         4,510
                                                            --------   --------

     Total current liabilities                                    82      4,510
                                                            --------   --------

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                                         691,760    759,685
   Unrealized depreciation on securities                    ( 23,049)   (83,834)
                                                            --------   --------

         Net stockholders' equity                            836,492    843,632
                                                            --------   --------


                                                           $ 836,574  $ 848,142
                                                            ========   ========

                 See accompanying notes to financial statements.
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                            Statements of Operations
                      Years ended October 31, 1996 and 1995


                                                   1996             1995
                                                   ----             ----


Revenue                                        $     -            $     -

General & administrative expenses                   9,134             16,698
                                                ---------          ---------
                                                (   9,134)         (  16,698)
                                                ---------          ---------

Other income, expense
   Gain (loss) on sale of securities            (  81,252)               258
   Interest and dividend income                    28,075             53,918
   Other                                            -                  5,450
                                                ---------          ---------
                                                (  53,177)            59,626
                                                ---------          ---------

Net income (loss) before income taxes           (  62,311)            42,928

Provision for income taxes (recovery)           (  32,609)             9,300
                                                ---------          ---------

Net income (loss)                              $(  29,702)        $   33,628
                                                =========          =========

Earnings (loss) per share                      $(    .004)        $     .004
                                                =========          =========

Weighted average shares outstanding             7,644,534          7,644,534
                                                =========          =========
                 See accompanying notes to financial statements.
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                  Statements of Changes in Stockholders' Equity
                      Years ended October 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                        Common Stock
                                                        ------------
                                               Number of                            Retained       Depreciation
                                               Shares                Amount         Earnings       of Securities     Total
                                               ------                ------         --------       -------------     -----
<S>                                              <C>             <C>                 <C>            <C>              <C>            
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                               -                -                 33,628           -              33,628

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


Balance at October 31,
 1995                                            7,644,534          167,781             759,685      (  83,834)         843,632
                                                ----------        ---------           ---------      ---------        ---------

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

Net income for the year                               -                -             (   29,702)                     (   29,702)

Change in valuation of securities
   available for sale                                 -                -                   -            60,785           60,785
                                                ----------        ---------           ---------      ---------        ---------


Balance at October 31, 1996                      7,644,534       $  167,781          $  691,760     $(  23,049)      $  836,492
                                                ==========        =========           =========      =========        =========
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                            Statements of Cash Flows
                      Years ended October 31, 1996 and 1995


                                                        1996           1995
                                                        ----           ----

Cash flows from operating activities:
   Net Income (loss)                                $(  29,702)    $     33,628
   Adjustments to reconcile net income (loss) to 
       net cash provided by operating activities:
      Depreciation                                       1,463            1,465
      Gain (loss) on sale of securities                 81,252      (       258)
      Deferred income taxes                          (  10,000)           9,998
      Changes in operating assets and liabilities:
        Income tax refunds receivable                (  31,000)             -
        Other receivable                                 3,530      (     3,150)
        Accounts payable                                    82      (     3,456)
        Income taxes payable                         (   4,510)     (    14,490)
                                                     ---------       ----------
          Net cash provided by operating activities     11,115           23,737
                                                     ---------       ----------

Cash flows from investing activities:
   Proceeds from sale of securities                    135,667              258
   Purchase of securities                            (  45,879)             -
   Loan to American Wireless                               -            550,000
   Repayment of loan                                       -        (   550,000)
   Loans to officer                                        -             30,000
                                                     ---------       ----------
           Net cash provided by investing activities    89,788           30,258
                                                     ---------       ----------

Cash flows from financing activities:
   Dividends paid                                    (  38,223)      (   38,223)
                                                     ---------       ----------
          Net cash used in financing activities      (  38,223)      (   38,223)
                                                     ---------       ----------

Net increase in cash and cash equivalents               62,680           15,772
   Cash and cash equivalents, beginning                628,700          612,928
                                                     ---------       ----------
   Cash and cash equivalents, ending                $  691,380      $   628,700
                                                     =========       ==========

Supplemental disclosures of cash flow information:
  Cash paid for income taxes                        $   12,904      $    11,980
                                                     =========       ==========

                 See accompanying notes to financial statements.
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                          Notes to Financial Statements
                            October 31, 1996 and 1995



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

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

              The following is a summary of the significant  accounting policies
               followed by Tsunami Capital Corporation. Tsunami currently has no
               significant operations. Prior to December 31, 1993, Tsunami owned
               Paradise Valley Securities, a broker-dealer in Phoenix,  Arizona.
               The  policies   conform  with   generally   accepted   accounting
               principles   and  require   management  to  make   estimates  and
               assumptions  that  affect  the  reported  amount  of  assets  and
               liabilities and disclosures of contingent  assets and liabilities
               at the date of the financial  statements and the reported amounts
               of revenues  and expenses  during the  reporting  period.  Actual
               results could differ from those estimates.

       (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.
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                    Notes to Financial Statements, Continued
                            October 31, 1996 and 1995



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

       (f)    Earnings 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 in both 1996
               and 1995.

(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, 1996 and 1995,  the excess of cash  deposits in
        such accounts were $412,309 and $523,080, respectively.

(3)    Securities
       ----------

       Securities  available  for sale  consists  of 4,044  shares of  Heartland
        Wireless  Communications  common stock at October 31,  1996,  and 37,077
        shares of American  Wireless  Systems,  Inc. common stock at October 31,
        1995.  During 1996,  Heartland  acquired  American Wireless in a taxable
        exchange and the Company  received 7,805 shares of Heartland in exchange
        for its entire investment in American Wireless.  The Company may receive
        additional shares of Heartland  depending upon the settlement of certain
        American Wireless obligations.

       The total cost of the  investments  was  $123,006 and $294,046 at October
        31, 1996 and 1995  respectively.  The gross unrealized  holding loss was
        $35,049 and $131,834  respectively during these periods.  The unrealized
        loss,  net of applicable  income  taxes,  is reflected as a component of
        stockholders' equity.

       During  1995,  the Company  converted  an $84,000  convertible  note from
        American Wireless into 23,744 shares of common stock.

       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.
<PAGE>
                           TSUNAMI CAPITAL CORPORATION

                    Notes to Financial Statements, Continued
                            October 31, 1996 and 1995




(4)    Income Taxes
       ------------

       The provision for income taxes consists of the following:

                                          1996                       1995
                                          ----                       ----

         Current                         $(  22,609)               $    9,300
         Deferred                         (  10,000)                        -
                                          ---------                 ---------
                                         $(  32,609)               $    9,300
                                          =========                 =========


       Deferred income taxes arise primarily from  differences in the accounting
         and tax basis of securities  owned.  At October 31, 1996 and 1995,  the
         cost of securities owned exceeded market value by approximately $35,000
         and  $132,000  respectively.  This  resulted in a deferred tax asset of
         $12,000 at October  31, 1996 and  $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.

(5)    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
         vested on January 29, 1994.  The options  expire on January 29, 1998 if
         not exercised.

(6)    Subsequent Event
       ----------------

       In December, 1996,  the Board of  Directors  declared a cash  dividend of
         $.004 per share, for a total of $30,578.
<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/Director
          Jeffrey Silverman               Vice President
          Emmett E. Mitchell              Director
          Hayden R. Fleming               Director


ANTHONY SILVERMAN,  age 53, 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 42, has been a registered  representative with Paradise
for  approximately  10 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 29, has been a registered  representative since 1987.
He has been associated with Paradise since it became licensed.  He is the son of
Anthony Silverman.

EMMETT E. MITCHELL, age 41, 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.

HAYDEN R. FLEMING, age 48, has been a Director since 1991. He has been President
and  Chief  Executive  Officer  of  Fleming   Securities,   Inc.,  a  Securities
Broker/Dealer  in  Scottsdale,  Arizona since October  1995.  Mr.  Fleming was a
registered representative of Paradise from September 1989 until October 1995.

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 none of the Company's securities are registered under said Act.
                                      -15-
<PAGE>
Item 10.       Management Remuneration
               -----------------------
<TABLE>
<CAPTION>
                                              Fiscal Year
                                                 Ending                Salary               Bonus                Sales
Name and Principal Position                   October 31,                                                      Commission

<S>                                               <C>                   <C>                  <C>                  <C>
Anthony Silverman                                 1996                  -0-                  -0-                  -0-
President, CEO                                    1995                  -0-                  -0-                  -0-
                                                  1994                  -0-                  -0-                303,037

Michael E. Jacobson                               1996                  -0-                  -0-                  -0-
Treasurer                                         1995                  -0-                  -0-                  -0-
                                                  1994                  -0-                  -0-                 2,137

Hayden Fleming                                    1996                  -0-                  -0-                  -0-
                                                  1995                  -0-                  -0-                  -0-
                                                  1994                  -0-                  -0-                386,419

</TABLE>
There  were  no  Stock  awards,  Underlying  Options,  LTIP  Payouts,  or  other
compensation paid during the three years ended October 31, 1996.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<TABLE>
<CAPTION>
                                                                                    Number of
                                                                                   Securities                  Value of
                                                                                   Underlying              Unexercised In-
                                                                                   Unexercised                the-money
                                                                                  Options/SAR's            Options/SARs at
                                          Shares                                  at FY-End(#)                FY-End($)
                                       Acquired on             Value               Exercisable/              Exercisable/
Name                                     Exercise            Realized             Unexercisable             Unexercisable

<S>                                        <C>                  <C>                 <C>                          <C>
Anthony Silverman                          -0-                  -0-                 100,000/0                    -0-

Michael E. Jacobson                        -0-                  -0-                 82,492/0                     -0-

Jeffrey A. Silverman                       -0-                  -0-                 40,000/0                      -0
</TABLE>
                                      -16-
<PAGE>
Compensation of Directors
-------------------------

Directors  who  are  full-time  employees  of  Paradise  receive  no  additional
compensation for serving as directors. Other 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.
                                      -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.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Title of Class                  Name and address of                   Amount and Nature
                                Beneficial Owner                      of Ownership                  Percent of Class
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                  <C>                               <C>  
Common Stock,                   Anthony Silverman
Without                         9815 North 53rd Place                  778,507 (1)(2)                   10.1%
Par Value                       Phoenix, AZ  85253

Common Stock,                   Kay Silverman
Without                         9815 North 53rd Place                 1,940,173 (2)(3)                  25.4%
Par Value                       Phoenix, AZ  85253

Common Stock,                   Jeffrey A. Silverman
Without                         14614 North 98th Street                502,500 (4)(5)                    6.5%
Par Value                       Scottsdale, AZ  85260

Common Stock,                   William B. Silverman
Without                         11619 East Appaloosa                   502,500 (5)(6)                    6.5%
Par Value                       Scottsdale, AZ  85259

Common Stock,                   Michael E. Jacobson
Without                         5856 East Agave Place                    726,665 (7)                     9.4%
Par Value                       Carefree, AZ  85377

Common Stock,                   Hayden R. Fleming and
Without                         LaDonna M. Fleming                       610,383 (8)                     7.9%
Par Value                       10093 East Filaree Lane
                                Scottsdale, AZ  85262

Common Stock,                   J.O. Marc Summers
Without                         6915 East Ranch Road                       400,000                       5.2%
Par Value                       Cave Creek, AZ  85331
</TABLE>

(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>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Title of Class                  Name and address of                   Amount and Nature
                                Beneficial Owner                      of Ownership                  Percent of Class
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                      <C>                             <C>  
Common Stock,                   Anthony Silverman
Without                         9815 North 53rd Place                    2,718,680 (1)                   35.5%
Par Value                       Phoenix, AZ  85253

Common Stock,                   Michael E. Jacobson
Without                         5856 East Agave Place                     726,665 (2)                     9.4%
Par Value                       Carefree, AZ  85377

Common Stock,                   Jeffrey A. Silverman
Without                         14614 North 98th Street                   502,500 (3)                     6.5%
Par Value                       Scottsdale, AZ  85260

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

Common Stock,                   Emmett E. Mitchell
Without                         11889 E. Gold Dust Ave.                   140,000 (5)                     1.8%
Par Value                       Scottsdale, AZ  85259

Common Stock,                   Three executive officers
Without                           and five directors as a                  4,698,228                     58.0%
Par Value                         group
</TABLE>

(1)    Includes  1,028,507  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 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,
                                            Treasurer, Director,
                                            Chief Financial and
                                            Accounting Officer

Dated: March 4, 1997

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 President,
Chief Executive Officer, Director       Director, Chief Financial &
                                        Account Officer


/s/Hayden R. Fleming                    /s/Emmett E. Mitchell
------------------------------------    ----------------------------------------
Hayden R. Fleming, Director             Emmett E. Mitchell, Director

Dated: March 4, 1997

              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-