UNITED STATES
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 March 31, 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.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1434313
- ------------------------------ ---------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization
3140 So. Peoria Street, Suite K230, Aurora, CO 80014
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 755-9832
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 December 31, 1998
Common Stock, $.0001 500,000 shares
par value --------------
Outstanding Securities
<PAGE>
INTERNATIONAL CAPITAL FUNDING, INC.
FORM 10-QSB
December 31, 1998
TABLE OF CONTENTS
Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Financial Statements
Condensed Balance Sheets as of March 31, 1999.....................3
Condensed Statements of Operations for the three Months
Ended March 31, 1999..............................................4
Condensed Statements of Cash Flows for the Six Months
Ended March 31, 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
2
<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 March 31, 1999 reflects no assets
and no liabilities. 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 March 31, 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.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any funds
will be available to the Company to allow it to cover its expenses.
3
<PAGE>
The Company might seek to compensate providers of services by issuance
of stock in lieu of cash.
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.
4
<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 six
months ended March 31, 1999.
5
<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.
By: /s/ MATTHEW J. KAVANAUGH
------------------------
Matthew J. Kavanuagh
President
Date: May 119, 1999
6
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Balance Sheet
Unaudited Audited
March September
31, 1999 30, 1998
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 10,022 7,723
Deficit Accumulated During The Development Stage (12,743) (10,022)
TOTAL SHAREHOLDERS' EQUITY (2,671) (2,249)
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $0 $0
======= =======
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
<TABLE>
<CAPTION>
3 Months 3 Months
Ended Ended
March March
31, 1999 31, 1998
-------- --------
<S> <C> <C>
Revenue: $0 $0
Office 596 705
Legal & Accounting 2,125 1,250
------- -------
Total Expenses 2,721 1,955
------- -------
Net (Loss) ($2,721) (1,955)
======= =======
Basic (Loss) Per Common Share ($0.01) ($0.00)
======= =======
Weighted Average Common Shares Outstanding 500,000 500,000
======= =======
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
<TABLE>
<CAPTION>
June 10,
1991
6 Months 6 Months (Inception)
Ended Ended Through
March March March
31, 1999 31, 1998 31, 1999
-------- -------- ----------
<S> <C> <C> <C>
Revenue: $0 $0 $0
Consulting 0 0 1,500
Office 596 1,230 3,275
Legal & Accounting 2,125 5,093 7,968
------- ------- -------
Total Expenses 2,721 6,323 12,743
------- -------
Net (Loss) ($2,721) (6,323) (12,743)
======= ======= =======
Basic (Loss) Per Common Share ($0.01) ($0.01) ($0.03)
======= ======= =======
Weighted Average Common Shares Outstanding 500,000 500,000 500,000
======= ======= =======
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
June 10,
1991
6 Months 6 Months (Inception)
Ended Ended Through
March March March
31, 1999 31, 1998 31, 1997
Cash Flows From Operating Activities: -------- -------- ----------
Net (Loss) $(2,721) ($6,323) ($12,743)
Stock Issued For Services 0 0 1,500
Expenses Paid By Shareholder On Behalf
of Company 2,299 4,318 8,572
Increase (Decrease) In Accounts Payable 422 2,005 2,671
------ ------- -------
Net Cash Flows From Operations 0 0 0
Cash Flows From Investing Activities:
Net Cash Flows Provided By Investing 0 0 0
------ ------- -------
Cash Flows From Financing Activities:
Net Cash Flows Provided By Financing 0 0 0
------ ------- -------
Net Increase (Decrease) In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
------ ------- -------
Cash At End Of Period $0 $0 $0
====== ======= =======
Supplementary Disclosure Of Cash Flow Information:
Noncash Financing Activities: -
Stock Issued For $0 $0 $1,500
====== ======= =======
Expenses Paid by Shareholder on Behalf
of Company $1,999 $1,500 $8,572
====== ======= =======
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
<TABLE>
<CAPTION>
Net (Loss)
Accumulated
Number Of Number Of Capital Paid During The
Shares Shares Common In Excess Of Preferred Development
Common Preferred Stock Par Value Stock Stage Total
---------- ---------- -------- ------------ --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance At June 10, 1991 0 0 $0 $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 0 1,500
Net (Loss) (1,500) (1,500)
------- --------- -------- ------ ------- -------- ------
Balance At September 30, 1995, 1996
And 1997 500,000 0 $50 $1,450 $0 ($1,500) $0
======= ========= ======== ====== ======= ======== ======
Expenses Paid by Shareholder 6,273 6,273
Net (Loss) (8,522) (8,522)
------- --------- -------- ------ ------- -------- ------
Balance At September 30, 1998 500,000 0 50 7,723 0 (10,022) (2,249)
Expenses Paid by Shareholder 850 850
Net (Loss) (2,271) (2,271)
------- --------- -------- ------ ------- -------- ------
Unaudited Balance At March 31, 1999 500,000 0 $50 $8,573 $0 ($12,293) ($3,670)
======= ========= ======== ====== ======= ======== ======
</TABLE>
See Accompanying Notes To These Unaudited Financial Statements.
<PAGE>
International Capital Funding, Inc.
Notes To Unaudited Financial Statements
For The Three Month Period Ended December 31, 1998
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month and six month
interim period ended March 31, 1999 were taken from the books and records
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 six month period ended March 31, 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 on
Form 10-KSB for the year ended September 30, 1998 as filed with the Securities
and Exchange Commission and the audited financial statements included therein.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> Mar-31-1999
<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> 2,721
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,721)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,721)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,721)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
