<PAGE>
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 0-23391
XML-GLOBAL TECHNOLOGIES, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1434313
- ------------------ ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1038 Homer Street
Vancouver, BC, Canada V6B 2W9
------------------------------------
(Address of principal executive offices, including zip code)
Registrant's Telephone No., including area code: (800) 201-1848
September 30
-----------------------
(Former fiscal year, if changed since last report)
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. Yes X No
As of September 30, 1999, there were 19,830,000 shares of the issuer's Common
Stock outstanding.
<PAGE>
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Unaudited Consolidated Balance Sheets - September 30, 1999 and June 30,
1999
Unaudited Consolidated Statement of Operations - Three Months Ended
September 30, 1999 and 1998
Unaudited Consolidated Statement of Cash Flows - Three Months Ended
September 30, 1999
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Pending Legal Proceedings
Item 2. Changes in Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports Filed on Form 8-K
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
<PAGE>
XML-Global Technologies, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheet
At September 30, 1999
<TABLE>
<CAPTION>
September 30, June 30,
1999 1999
------------ -------------
<S> <C> <C>
Assets
Current assets
Cash $ 1,712,285 $ 9,581
Trade accounts receivable 10,979 8,232
Other receivable 8,586 3,509
Prepaid expenses 5,057 4,658
------------- -------------
1,736,907 25,980
------------- -------------
Fixed assets
Computer hardware and software 60,794 50,685
Equipment 12,865 7,339
------------- -------------
73,659 58,024
Accumulated depreciation 7,414 3,086
------------- -------------
66,245 54,938
------------- -------------
Trademarks and patents 31,985 7,134
------------- -------------
Total Assets $ 1,835,137 $ 88,052
============= =============
Liabilities and Stockholders' Equity (Deficit)
Liabilities
Current liabilities
Accounts payable and accrued
liabilities $ 31,870 55,182
Due to directors 6,053 8,755
Note payable - 135,135
------------- -------------
Total Liabilities 37,923 199,072
------------- -------------
Stockholders' Equity (Deficit)
Preferred stock, $0.01 par value,
100,000,000 shares authorized,
none issued and outstanding at
September 30 1999 and June 30, 1999
Common stock, $.0001 par value,
500,000,000 shares authorized.
19,830,000 and 17,500,000 shares
issued and outstanding at September
September 30, 1999 and June 30,
1999, respectively 1,983 1,750
Additional paid-in capital 2,161,037 8,079
Accumulated deficit (365,806) (120,849)
------------- -------------
Total Stockholders' Equity (Deficit) 1,797,214 (111,020)
------------- -------------
Total Liabilities and Stockholders'
Equity (Deficit) $ 1,835,137 $ 88,052
============= =============
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
XML-Global Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statement of Operations
For the Three Months Ended September 30, 1999
<TABLE>
<CAPTION>
September 30,
1999
------------
<S> <C>
Revenue $ 9,259
------------
Operating expenses
Research and development 121,382
Marketing and selling 32,958
General and administrative 96,210
Depreciation 4,328
-------------
Total operating expenses 254,878
-------------
Operating loss (245,619)
Interest income 662
-------------
Net loss (244,957)
Accumulated deficit, beginning of period (120,849)
-------------
Accumulated deficit, end of period $ (365,806)
=============
Net loss per share - basic and diluted $ (0.02)
Weighted average number of shares 18,361,087
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
XML-Global Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statement of Cash Flow
For the Three Months Ended September 30, 1999
<TABLE>
<CAPTION>
September 30,
1999
-------------
<S> <C>
Cash flows from operating activities
Net loss $ (244,957)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation of fixed assets 4,328
Capital stock issued for services rendered
Changes in assets and liabilities
Accounts receivable (2,747)
Other receivable (5,077)
Prepaid expenses (399)
Accounts payable and accrued liabilities (23,312)
Due to directors (2,702)
-------------
Net cash used in operating activities (274,866)
-------------
Cash flows from investing activities
Fixed asset purchases (15,635)
Trademarks and patents (24,851)
-------------
Net cash used in investing activities (40,486)
-------------
Cash flows from financing activities
Issuance of capital stock net of issue costs 2,153,191
Repayment of note payable (135,135)
-------------
Net cash provided by financing activities 2,018,056
-------------
Increase (decrease) in cash 1,702,704
Cash, beginning of period 9,581
-------------
Cash, end of period $ 1,712,285
=============
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
XML-Global technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financing Statements
(Unaudited)
Unless otherwise noted, references to "we," "our," and "us" refer to XML-
Global Technologies, Inc. and its subsidiaries.
1. ORGANIZATION AND CESSATION OF DEVELOPMENT STAGE OPERATIONS
Effective August 27, 1999, XML-Technologies, Inc. (XML-Technologies) and
International Capital Funding, Inc. ("ICF") entered into an agreement and plan
of reorganization (the Agreement). In accordance with the Agreement, the
shareholders of XML-Technologies received 12.5 million shares of ICF stock in
exchange for the 12.5 million outstanding shares of XML-Technologies. The
shareholders of ICF retained 5 million shares in exchange for no assets and
the assumption of $2,671 of liabilities of ICF by XML-Technologies. The
transaction was accounted for as a recapitalization of XML-Technologies and
the accompanying consolidated financial statements present the financial
position, results of operations, and cash flows of XML-Technologies.
ICF was organized in 1991 for the purpose of consummating a merger or
acquisition with a private entity. Prior to entering into the Agreement, it
had no material amount of assets or liabilities and no operations. Subsequent
to completing the Agreement, ICF changed its name to XML-Global Technologies,
Inc. (XML-Global Technologies or the Company) and changed its year-end to June
30.
The capital structure in the accompanying consolidated financial
statements reflects a ten for one stock split of ICF shares authorized on
August 3, 1999 in anticipation of entering into the Agreement. The activity of
ICF for the period July 1, 1999 and August 27, 1999 (date of the Agreement)
was not significant and is included in the Company's consolidated financial
statements for the three months ended September 30, 1999.
XML-Technologies is a Nevada corporation organized May 18, 1999 to hold
either directly or indirectly all outstanding shares of XML-Global Research,
Inc. and Walkabout Website Designs, Ltd., both of which are British Columbia
corporations. The Company and its subsidiaries engage in the business of
developing Internet-based software applications using XML (Extensible Markup
Language). XML is an abbreviated version of SGML (Standard General Markup
Language), the international standard for defining descriptions of the
structure and content of electronic documents.
For the period May 18, 1999 through June 30, 1999, the Company and its
subsidiaries' efforts were devoted to legal formation; financial planning;
recruiting directors, advisors and employees; and raising additional
financing. Development stage operations during this period were financed with
a loan from a director of the Company. In July 1999, the Company commenced
selling its e-commerce software and accordingly is no longer a development
stage company.
2. BASIS OF PRESENTATION
These condensed consolidated financial statements are unaudited and
reflect all adjustments that, in our opinion, are necessary for a fair
presentation of the results for the interim period. The results of operations
for the current interim period are not necessarily indicative of results to be
expected for the current year or any other period.
These consolidated financial statements should be read in conjunction
with the consolidated financial statements for the year ended June 30, 1999
and notes thereto included in our 8-K/A as filed with the Securities and
Exchange Commission on November 10, 1999. Comparative statements of operations
and cash flow are not available, as operations did not commence until May 18,
1999.
3. RELATED PARTY TRANSACTIONS
During the three months ended September 30, 1999, we repaid the note
payable due to a director of $135,135. We also paid $51,600 of management fees
to directors of XML-Global and its subsidiaries and companies controlled by
directors.
4. SHARE PURCHASE WARRANTS
Concurrent with the Agreement discussed in Note 1, the Company issued
2,330,000 units to investors at $1.00 per unit for total proceeds of
$2,330,000. Units issued consist of one share of common stock and a purchase
warrant entitling the holder to acquire share of common stock at an exercise
price of $4.00 within the first six months following the issue date, or $6.00
within the second six months following the issue date. Approximately $175,000
in costs were incurred in association with the issuance of these units and
have been offset against the gross proceeds received.
5. SUBSEQUENT EVENTS
On October 19, 1999, the Company adopted a stock option plan (the "1999
Stock Plan") to provide incentives to employees, directors and consultants.
Under the 1999 Stock Plan, the Company has reserved a total of 4,000,000
shares of Common Stock for issuance with the maximum term of options being ten
years. The Board of Directors has the exclusive power over the granting of
options and their vesting provisions. No options had been issued as of the
date of this Report.
ITEM 2. Management's discussion and analysis of Financial Condition and
results of Operations
Unless otherwise noted, references to "we," "our," and "us" refer to XML-
Global Technologies, Inc. and its subsidiaries.
OPERATIONS
Effective August 27, 1999, XML-Technologies, Inc. and International
Capital Funding, Inc. (ICF) entered into an agreement and plan of
reorganization (the Agreement). In accordance with the Agreement, the
shareholders of XML-Technologies, Inc. received 12.5 million shares of ICF
stock in exchange for the 12.5 million outstanding shares of XML-Technologies,
Inc. The shareholders of ICF retained 5 million shares in exchange for no
assets and the assumption of $2,671 of liabilities of ICF by XML-Technologies,
Inc. The transaction was accounted for as a recapitalization of XML-
Technologies, Inc.
The founders of the Company began working with Extensible Markup Language
("XML") in early 1998 and began to develop software as a group in the fall of
1998. The Company was formed in May 1999 to develop commercial applications
using the founders' XML expertise. In July 1999, we commenced sales of
Cartnetwork, our proprietary e-commerce software and in September 1999, we
announced goxml, which we believe is the world's first XML search engine. On
September 29, 1999, we filed an application with the United States Patent
Office in respect of our goxml search engine under the title "Authoring,
altering, indexing, storing and retrieving electronic documents embedded with
contextual markup".
We continue to develop proprietary XML-based solutions for the Internet-
based economy with a focus on e-commerce and the conversion of data from
legacy formats to XML. As an adjunct to our e-commerce business, we develop
web sites for our clients. Our main sources of revenue are currently from the
development of web sites and the licensing of our e-commerce software.
STOCK OPTIONS AND WARRANTS
On October 19, 1999 the shareholders approved the 1999 Stock Plan which
provides for the grant of (1) both incentive and non-statutory stock options,
(2) stock bonuses, (3) rights to purchase restricted stock and (4) stock
appreciation rights. The 1999 Stock Plan was adopted by the Board of Directors
on September 15, 1999 and provides a means by which selected officers and
employees of and consultants to the Company and its affiliates may be given an
opportunity to purchase stock in the Company, to assist in attracting and
retaining employees holding key positions and to provide incentives for such
persons to exert maximum efforts. The 1999 Stock Plan is administered by the
Board of Directors of the Company, which has exclusive power over the granting
of options and their vesting provisions. The Company has reserved a total of
4,000,000 shares of Common Stock for issuance under the 1999 Stock Plan.
RESULTS OF OPERATIONS
REVENUE. Revenue consists of fees received from the sale of e-commerce
solutions, the design and Web site development, implementation and support.
Revenue was $9,259 for the quarter ended September 30, 1999.
RESEARCH AND DEVELOPMENT EXPENSES. Product and content development costs
include expenses we incur to develop our technology and our clients' web
sites. These costs consist primarily of salaries and fees paid to employees
and consultants to develop and maintain software and web sites. For the
quarter ended September 30, 1999, these costs were $121,382.
SALES AND MARKETING EXPENSES. Marketing, sales and client services costs
include expenses we incur to obtain and maintain client relationships. These
costs include fees paid to contractors and consultants, and related travel and
incidental costs. For the quarter ended September 30, 1999, these costs were
$32,958.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist primarily of salaries, contractor fees and related costs for general
corporate functions, including travel, finance, accounting and legal expenses.
For the quarter ended September 30, 1999, general and administrative expenses
were $96,210. Expenses are expected to increase as the company incurs
additional professional and reporting costs.
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation expense reflects
depreciation of computer hardware, software and equipment over their estimated
useful lives of three years. Depreciation expense was $4,328 for the three
months ended September 30, 1999. The company did not record any amortization
expense in regard to trademarks and patents as these costs relate to
applications that have not yet been granted.
INTEREST INCOME. During the quarter ended September 30, 1999, the company
earned interest income of $662 on funds received by way of the issuance of
securities.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have financed our operations primarily through the
placement of equity securities and advances from our principal stockholder. In
August 1999, we received net proceeds of approximately $2,153,000 from a
private offering of equity securities. Issue costs associated with this
offering, which have been offset against the net proceeds of the offering,
were $175,000. As of September 30, 1999, we had $1,712,285 in cash.
We have incurred costs to design, develop and implement search engine and
electronic commerce applications and to grow our business. As a result, we
have incurred operating losses and negative cash flows from operations in each
quarter since we commenced operations. As of September 30, 1999, we had an
accumulated deficit of $365,806. These losses have been primarily funded
through private placement of equity securities.
To date, we have experienced negative cash flows from operating
activities. For the three months ended September 30, 1999, the net cash used
in operating activities was primarily attributable to our net operating loss
of $244,957. The net loss for the quarter was partially offset by non-cash
depreciation and amortization of $4,328 however we incurred a net cash outflow
of $34,237 with respect to working capital changes. For the three months ended
September 30, 1999, net cash used in operating activities was therefore
$274,866.
For the three months ended September 30, 1999, net cash used in investing
activities was $40,486. We spent $15,635 on computer hardware, software and
equipment and $24,851 on patent and trademark applications.
For the three months ended September 30, 1999, net cash provided by
financing activities was $2,018,056 attributable to the August private
offering of equity securities, offset by repayment of the note payable.
As of September 30, 1999, we had no material capital commitments
outstanding, although we expect to undertake further capital spending when we
establish a permanent office in the United States.
Our ability to generate significant revenue is uncertain. We incurred net
losses of approximately $245,000 for the quarter ended September 30, 1999. We
expect losses from operations and negative cash flow to continue for the
foreseeable future, at least through the year 2000, as a result of our
expansion plans and our expectation that operating expenses will increase
significantly in the next several years. The rate at which these losses will
be incurred may increase from current levels. Although we have experienced
revenue growth, revenues have been substantially less than expenses and may
not increase in the future. If our revenue does not increase and if our
spending levels are not adjusted accordingly, we may not generate sufficient
revenue to achieve profitability, which would have a material, adverse effect
on our business, financial condition and results of operations. Even if we
achieve profitability, we may not sustain or increase profitability on a
quarterly or annual basis in the future.
Our working capital requirements depend on numerous factors. We have
experienced increased expenditures since inception, consistent with growth in
our operations and staffing, and expect that this will continue for the
foreseeable future. We anticipate incurring additional expenses to increase
our marketing and sales efforts, for software and infrastructure development.
Additionally, we will continue to evaluate possible investments in businesses,
products and technologies, the expansion of our marketing and sales programs
and brand promotions. If we experience a shortfall in revenue in relation to
expenses, or if our expenses precede increased revenue, our business,
financial condition and results of operations could be materially and
adversely affected.
We currently estimate that available cash resources will be sufficient to
meet our anticipated needs for working capital and capital expenditures
through June 30, 2000. We may need to raise additional funds, however, in
order to fund more rapid expansion, to develop new or enhance existing
services or products, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. There can be no assurance
that any required additional financing will be available on terms favorable to
us, or at all. If additional funds are raised by the issuance of equity
securities, stockholders may experience dilution of their ownership interest
and these securities may have rights senior to those of the holders of the
common stock. If additional funds are raised by the issuance of debt, we may
be subject to certain limitations on our operations, including limitations on
the payment of dividends. If adequate funds are not available or are not
available on acceptable terms, we may be unable to fund our expansion,
successfully promote our brand name, take advantage of acquisition
opportunities, develop or enhance services or respond to competitive
pressures, any of which could have a material adverse effect on our business,
financial condition and results of operations.
Some of our revenues and a substantial portion of our payroll is paid
outside the United States in currencies other than U.S. dollars. Because our
financial results are reported in U.S. dollars, they are affected by changes
in the value of the various foreign currencies in which we make payments in
relation to the U.S. dollar. We do not cover known or anticipated currency
fluctuation exposures through foreign currency exchange option or forward
contracts. The primary currency for which we have foreign currency exchange
rate exposure is the Canadian dollar. Our financial instruments, including
cash, accounts receivable, accounts payable and accrued liabilities are
carried at cost which approximates their fair value because of the short-term
maturity of these instruments.
YEAR 2000
Some computers, software and other equipment include programming code in
which calendar year data is abbreviated to only two digits. As a result of
this design decision, some of these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900, rather than 2000.
These problems are widely expected to increase in frequency and severity as
the year 2000 approaches and are commonly referred to as the year 2000
problem. Significant uncertainty exists in the software and Internet
industries concerning the scope and magnitude of problems associated with the
year 2000 problem.
INTERNAL INFRASTRUCTURE. We believe that we have identified
substantially all of the major computers, software applications and related
equipment used in connection with our internal operations to determine if they
will be year 2000 compliant. Based on our assessment to date, we presently
believe that our internal computer systems are year 2000 compliant.
Nevertheless, we continue to test our internal systems, on a system by system
basis, as we complete our ongoing compliance efforts with respect to non-
information technology systems.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to
computers and related systems, the operation of our offices and facilities
equipment, such as fax machines, photocopiers, telephone switches, security
systems, elevators and other common devices may be affected by the year 2000
problem. We have completed the assessment of the potential effect of, and
costs of remediating, any year 2000 problem related to this equipment. We do
not have extensive facilities and office equipment at this time. We therefore
estimate that our total cost of completing any required modifications,
upgrades or replacements of these internal systems will not be material.
SUPPLIERS. We have been gathering information from and have initiated
communications with our service and content providers to identify and, to the
extent possible, resolve issues involving the year 2000 problem. However, we
have limited or no control over the actions of our service and content
providers. Thus, while we expect that we will be able to resolve any
significant year 2000 problems with our systems, we cannot guarantee that our
service and content providers will resolve any or all year 2000 problems with
their systems before the occurrence of a material disruption to our business.
Any failure of these third parties to resolve year 2000 problems with their
systems in a timely manner could have a material adverse effect on our
business, financial condition and results of operations.
MOST LIKELY CONSEQUENCES OF YEAR 2000 PROBLEMS. We expect to identify
and resolve all year 2000 problems that could materially adversely affect our
business, financial condition or operating results. However, we believe that
it is not possible to determine with complete certainty that all year 2000
problems affecting us have been identified or corrected. The number of devices
that could be affected and the interactions among these devices are simply too
numerous. In addition, we cannot accurately predict how many failures related
to the year 2000 problem will occur or the severity, duration or financial
consequences of such failures. As a result, we could possibly suffer the
following consequences:
* a significant number of operational inconveniences and
inefficiencies for us, our service and content providers and our
visitors that may divert our time and attention and financial and
human resources from our ordinary business activities; and
* a lesser number of serious system failures that may require
significant efforts by us, our service and content providers or our
visitors to prevent or alleviate material business disruptions.
In addition, there can be no assurance that governmental agencies,
utility companies, Internet access companies, third party service providers
and others outside of our control will be year 2000 compliant. The failure of
these entities to be year 2000 compliant could result in a systemic failure
beyond our control, such as a prolonged Internet, telecommunications or
electrical failure, which could also prevent us from operating our business,
prevent visitors from accessing our Web sites, or change the behavior of
consumers accessing our Web sites, which could have a material adverse effect
on our business, financial condition and results of operations.
CONTINGENCY PLANS. As discussed above, we are engaged in an ongoing year
2000 assessment. We have not yet developed any contingency plans. The results
of our year 2000 simulation testing and the responses received from third
party vendors and service providers will be taken into account in determining
the nature and extent of any needed contingency plans.
FORWARD LOOKING STATEMENTS
When used in this Quarterly Report on Form 10-QSB, in documents
incorporated herein and elsewhere by us from time to time, the words
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements concerning our business operations,
economic performance and financial condition, including in particular, our
business strategy and means to implement the strategy, our objectives, the
amount of future capital expenditures required, the likelihood of our success
in developing and introducing new products and expanding the business, and the
timing of the introduction of new and modified products or services. For those
statements, we claim the protection of the safe harbor for forward looking
statements contained in the Private Securities Litigation Reform Act of 1995.
These forward looking statements are based on a number of assumptions and
estimates which are inherently subject to significant risks and uncertainties,
many of which are beyond our control and reflect future business decisions
which are subject to change.
A variety of factors could cause actual results to differ materially from
those anticipated in our forward-looking statements, including the following
factors: (a) our products and services may not be accepted in the market
place; (b) XML may be adopted by the Internet community more slowly than
projected; (c) our products may not be appropriately positioned within market
segments; (d) the market which we serve is subject to rapid technological
change and quick product obsolescence; (e) we are dependent on a limited
number of products; (f) there are, and competitors may develop, functionally
similar competitive products; (g) there is extreme competition in the software
industry; and (h) those set forth from time to time in our press releases and
reports and other filings made with the Securities and Exchange Commission. We
caution that such factors are not exclusive. Consequently, all of the forward-
looking statements made in this document are qualified by these cautionary
statements and readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Quarterly
Report on Form 10-QSB. We undertake no obligation to publicly release the
results of any revisions of such forward-looking statements that may be made
to reflect events or circumstances after the date hereof, or thereof, as the
case may be, or to reflect the occurrence of unanticipated events.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Pending Legal Proceedings
There are no pending legal proceedings in which we are a party, and we
are not aware of any threatened legal proceedings involving it.
Item 2. Changes in Securities
Prior to the Agreement and plan of reorganization involving XML-
Technologies, Inc., ICF effected a 10-for-1 forward split of its outstanding
shares. As a result of the forward split, ICF had a total of 5,000,000 shares
of common stock issued and outstanding.
As part of the subsequent issuance of equity units, ICF issued 2,330,000
warrants, each entitling the holder to acquire share of common stock at an
exercise price of $4.00 within the first six months following the issue date,
or $6.00 within the second six months following the issue date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 19, 1999 the Company held a special meeting of the
stockholders to approve the adoption of the 1999 Stock Plan and the change of
name from International Capital Funding, Inc. to XML-Global Technologies Inc.
We disclosed full particulars of the matters subject to vote in our October 4,
1999 proxy statement as circulated to stockholders and filed with the
Securities and Exchange Commission. A total of 12,296,500 votes, representing
32 shareholders, were cast at the meeting. All votes were cast in favor of the
adoption of the 1999 Stock Plan and the name change.
Item 6. Exhibits and Reports Filed on Form 8-K
There are no Exhibits filed with this current report on Form 10-QSB.
On September 8, 1999, the Company filed a report on Form 8-K,
subsequently amended on November 10, 1999 on Form 8-K/A, pursuant to Items 1
and 2 of such Form, regarding its entering into an Agreement and plan of
reorganization with XML-Technologies, Inc.
On August 27, 1999, the Company filed reports on Form 8-K, subsequently
amended on September 3, 1999, pursuant to Items 4 and 7 of such Form,
regarding its change of accountant from Kish, Leake & Associates, PC to Moss
Adams, LLP.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to 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.
XML-Global Technologies, Inc.
(formerly International Capital
Funding Inc.)
Date: November 15, 1999 By: /s/ Peter Shandro
-----------------------------
Peter Shandro, Chairman of the
Board and Chief Executive
Officer
Date: November 15, 1999 By: /s/ Simon Anderson
-----------------------------
Simon Anderson, Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENT OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-QST FOR THE THREE MONTHS ENDED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,712,285
<SECURITIES> 0
<RECEIVABLES> 10,979
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,736,907
<PP&E> 73,659
<DEPRECIATION> 7,414
<TOTAL-ASSETS> 1,835,137
<CURRENT-LIABILITIES> 37,923
<BONDS> 0
0
0
<COMMON> 1,983
<OTHER-SE> 1,795,231
<TOTAL-LIABILITY-AND-EQUITY> 1,835,137
<SALES> 9,259
<TOTAL-REVENUES> 9,259
<CGS> 0
<TOTAL-COSTS> 254,878
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (244,957)
<INCOME-TAX> 0
<INCOME-CONTINUING> (244,957)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (244,957)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
