<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File No. 0-23391
INTERNATIONAL CAPITAL FUNDING, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1434313
- ------------------------------ ---------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
7345 East Peak View, Englewood, Colorado 80111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 689-9601
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 90 days. [X] Yes [ ] No
The number of shares outstanding of the issuer's classes of common shares, as
of the latest practicable date:
Class Outstanding at June 30, 1999
----- ----------------------------
Common Stock, $.0001 500,000 shares
par value Outstanding Securities
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INTERNATIONAL CAPITAL FUNDING, INC.
FORM 10-QSB
June 30, 1999
TABLE OF CONTENTS
Page No.
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Financial Statements
Condensed Balance Sheets as of June 30, 1999 3
Condensed Statements of Operations for the Three
Months Ended June 30, 1999 4
Condensed Statements of Cash Flows for the Nine
Months Ended June 30, 1999 5
Notes to financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of
Security-Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
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INTERNATIONAL CAPITAL FUNDING, INC.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
Unaudited Audited
June 30, September 30,
1999 1999
----------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Total Current Assets $ 0 $ 0
----------- ------------
TOTAL ASSETS $ 0 $ 0
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable $ 2,671 $ 2,249
----------- ------------
SHAREHOLDERS' EQUITY:
Preferred Stock, Par Value $.01 Per Share;
Authorized 100,000,000 Shares;
Issued and outstanding -0-
Common Stock, $.0001 Par Value;
Authorized 500,000,000 Shares; Issued
and outstanding 500,000 shares 50 50
Additional Paid-In Capital 11,494 7,723
Deficit Accumulated During The Development
Stage (14,215) (10,022)
----------- ------------
TOTAL SHAREHOLDERS' EQUITY (2,671) (2,249)
----------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 $ 0
=========== ============
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
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INTERNATIONAL CAPITAL FUNDING, INC.
(A Development Stage Company)
Unaudited Statement Of Operations
<TABLE>
<CAPTION>
3 Months 3 Months
Ended Ended
June 30, June 30,
1999 1998
----------- ------------
<S> <C> <C>
Revenue: $ 0 $ 0
----------- ------------
Office 144 0
Legal & Accounting 1,328 0
----------- ------------
Total Expenses 1,472 0
----------- ------------
Net (Loss) $ (1,472) $ 0
=========== ============
Basic (Loss) Per Common Share $ 0.00 $ 0.00
=========== ============
Weighted Average Common Shares Outstanding 500,000 500,000
=========== ============
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements
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INTERNATIONAL CAPITAL FUNDING, INC.
(A Development Stage Company)
Unaudited Statement Of Operations
<TABLE>
<CAPTION>
9 Months 9 Months
Ended Ended
June 30, June 30,
1999 1998
----------- ------------
<S> <C> <C>
Revenue: $ 0 $ 0
----------- ------------
Consulting 0 0
Office 740 1,230
Legal & Accounting 3,453 5,093
----------- ------------
Total Expenses 4,193 6,323
----------- ------------
Net (Loss) $ (4,193) $ (6,323)
=========== ============
Basic (Loss) Per Common Share ($0.01) ($0.01)
=========== ============
Weighted Average Common Shares Outstanding 500,000 500,000
=========== ============
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
<PAGE>
INTERNATIONAL CAPITAL FUNDING, INC.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
<TABLE>
<CAPTION>
9 Months 9 Months
Ended Ended
June 30, June 30,
1999 1998
----------- ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net (Loss) $ (4,193) $ (6,323)
Stock Issued For Services 0 0
Expenses Paid By Shareholder On Behalf
of Company 3,771 4,318
Increase (Decrease) In Accounts Payable 422 2,005
----------- ------------
Net Cash Flows From Operations 0 0
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Cash Flows From Investing Activities:
Net Cash Flows Provided By Investing 0 0
----------- ------------
Cash Flows From Financing Activities:
Net Cash Flows Provided By Financing 0 0
----------- ------------
Net Increase (Decrease) In Cash 0 0
Cash At Beginning Of Period 0 0
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Cash At End Of Period $ 0 $ 0
=========== ============
Supplementary Disclosure Of Cash Flow
Information:
Noncash Financing Activities: $ 0 $ 0
----------- ------------
Stock Issued For Expenses Paid
by Shareholder on Behalf
of Company $ 3,471 $ 6,323
=========== ============
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
INTERNATIONAL CAPITAL FUNDING, INC.
(A Development Stage Company)
Unaudited Statement of Shareholders' Equity
<TABLE>
<CAPTION>
Number of Number of Capital Paid
Shares Shares Common in Excess of
Common Preferred Stock Par Value
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance At June 10,
1991 0 0 0 0
January 13, 1995 issued
500,000 Shares of
$.0001 Par Value
Common Stock for
services valued at
$1,500 or $.003
per share 500,000 0 50 1,450
------------ ----------- ------------ ------------
Balance At September
30, 1995, 1996
And 1997 500,000 0 50 1,450
Expenses Paid by
Shareholder 0 0 0 6,273
------------ ----------- ------------ ------------
Balance At September
30, 1998 500,000 0 50 7,723
Expenses Paid by
Shareholder 0 0 0 3,771
------------ ----------- ------------ ------------
Unaudited Balance at
June 30, 1999 500,000 0 $ 50 $ 11,494
============ =========== ============ ============
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
<PAGE>
INTERNATIONAL CAPITAL FUNDING, INC.
Notes To Unaudited Financial Statements
For The Three Month Period Ended June 30, 1999
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month and nine
month interim period ended June 30, 1999 were taken from the books and records
and without audit. However, such information reflects all adjustments
(consisting only of normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim periods
presented). The results of operations for the nine month period ended June
30, 1999 are not necessarily indicative of the results expected for the fiscal
year ended September 30, 1999.
Note 2 - Financial Statements
- -----------------------------
Management has elected to omit substantially all footnotes relating to
the condensed financial statements of the Company included in the report. For
a complete set of footnotes, reference is made to the Company's Annual Report
for the year ended September 30, 1998 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Forward-Looking Statements May Not Prove Accurate
- -------------------------------------------------
When used in this Form 10-QSB, the words "anticipate," "estimate,"
"expect," "project," and similar expressions are intended to
identify uncertainties and assumptions including the possibility that
the Company's Internet backbone will fail to generate projected revenues or
the Company will be unable to satisfy certain settlement agreements. Should
one or more of these risks of uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated or projected.
Liquidity and Capital Resources
- -------------------------------
The Company is in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources
or stockholder's equity other than the receipt of services valued in the
amount of $1,500. The Company's balance sheet as of June 30, 1999 reflects
no assets and liabilities of $2,671. Further, there exists no agreements or
understandings with regard to loan agreements by or with the Officers,
Directors, principals or affiliates of the Company.
The Company will attempt to carry out its plan of business as discussed
above. The Company cannot predict to what extent its lack of liquidity
and capital resources will hinder its business plan prior to the
consummation of a business combination.
Results of Operations
- ---------------------
During the period from June 1991 (inception) through June 30, 1999,
the Company has engaged in no significant operations other than
organizational activities and the preparation for registration of its
securities under the Securities Exchange Act of 1934, as amended. No
revenues have been received by the Company during this period.
The Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues and may operate
at a loss after completing a business combination, depending upon the
performance of the acquired business.
Need for Additional Financing
- -----------------------------
The Company believes that its existing capital will not be sufficient
to meet the Company's cash needs, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act of
1934, as amended. Once a business combination is completed, the Company's
needs for additional financing are likely to increase substantially,
however, there currently exists no plan or understanding by which the
Company will raise capital, either debt or equity, over the next twelve (12)
months.
The Company might seek to compensate providers of services by issuance
of stock in lieu of cash.
Acquisition of XML - Technologies, Inc.
- --------------------------------------
Subsequent to June 30, 1999, the Company entered into an agreement to
acquire 100% of the outstanding common stock of XML - Technologies, Inc., a
Nevada corporation ("XML"). As of the date of this Report, the acquisition of
XML had not yet closed, although it is expected to be consummated in the near
future.
Prior to completing the acquisition of XML, the Company will effect a 1-
for-10 forward split of its Common Stock, resulting in there being a total of
5,000,000 shares of Common Stock outstanding. In the acquisition, the Company
plans to issue to the shareholders of XML, pro rata, a total of 12,500,000
shares of Common Stock. Also, concurrently with the closing, the Company
plans to complete a private offering of Common Stock which is currently being
held in abeyance in escrow. The private offering, when completed, will
involve the sale of 2,350,000 shares of Common Stock at a price of $1.00 per
share. In addition, investors in the offering will receive a warrant
exercisable for 12 months to purchase additional Common Stock at escalating
exercise prices.
Impact of the Year 2000 Issue
- -----------------------------
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have date- sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar normal
business activities.
Based on a recent assessment, the Company, in its present status,
determined that it will not be required to modify or replace
significant portions of its software so that its computer systems will
properly utilize dates beyond December 31, 1999.
<PAGE>
<PAGE>
PART II
ITEM NO. 1 - LEGAL PROCEEDINGS
Not Applicable.
ITEM NO. 2 - CHANGES IN SECURITIES
Not Applicable.
ITEM NO. 3 - DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM NO. 4 - SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS
Not Applicable
ITEM NO. 5 - OTHER INFORMATION
Not Applicable.
ITEM NO. 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the nine months ended
June 30, 1999.
<PAGE>
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
INTERNATIONAL CAPITAL FUNDING, INC.
Date: August 20, 1999 By: /s/ Peter Shandro
---------------- -----------------------------------
Peter Shandro, CEO, President,
Director
By: /s/ Simon Anderson
-----------------------------------
Simon Anderson, CFO, Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF OPERATIONS FOUND ON PAGES 3, 4 AND 5 OF THE
COMPANY'S FORM 10-QSB FOR THE NINE MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,671
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (2,721)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 4,193
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,193)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,193)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
