<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 December 31, 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 of (I.R.S. Employer
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
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 December 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 - December 31, 1999 and June
30, 1999
Unaudited Consolidated Statement of Operations - Three and Six
Months Ended December 31, 1999
Unaudited Consolidated Statement of Cash Flows - Six Months Ended
December 31, 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>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XML-Global Technologies, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheet
At December 31, 1999 and June 30, 1999
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
------------ ------------
<S> <C> <C>
Assets
------
Current Assets
Cash $ 1,334,187 $ 9,581
Trade accounts receivable 14,429 8,232
Other receivable 16,914 3,509
Deposits 4,754 4,658
Deferred issue cost 33,745 -
------------ ------------
1,404,029 25,980
Fixed assets
Computer hardware and software 75,977 50,685
Equipment 16,913 7,339
------------ ------------
92,890 58,024
Accumulated depreciation 16,144 3,086
------------ ------------
76,746 54,938
Trademarks and patents 32,646 7,134
------------ ------------
Total Assets $ 1,513,421 $ 88,052
============ ===========
Liabilities and Stockholders' Equity (Deficit)
----------------------------------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities $ 84,485 $ 55,182
Due to directors 2,729 8,755
Deferred income taxes 255 -
Note payable - 135,135
------------ ------------
Total Liabilities 87,469 199,072
------------ ------------
Stockholders' Equity (Deficit)
Preferred stock, $0.01 par value,
100,000,000 shares authorized, none
issued and outstanding at December 31,
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 December 31, 1999 and
June 30, 1999 respectively 1,983 1,750
Additional paid-in capital 2,161,037 8,079
Accumulated other comprehensive income 494 -
Accumulated deficit (737,562) (120,849)
------------ ------------
Total Stockholders' Equity (Deficit) 1,425,952 (111,020)
------------ ------------
Total Liabilities and Stockholders' Equity
(Deficit) $ 1,513,421 $ 88,052
============ ===========
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
XML-Global Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statement of Operations
For the Three Months and for the Six Months Ended December 31, 1999
<TABLE>
<CAPTION>
Three Months Six Months
December 31, December 31,
1999 1999
------------ ------------
<S> <C> <C>
Revenue $ 14,400 $ 23,659
------------ ------------
Operating expenses
Research and development 166,707 288,089
Marketing and selling 69,224 102,182
General and administrative 143,274 239,484
Depreciation 8,489 12,817
------------ ------------
Total operating expenses 387,694 642,572
------------ ------------
Operating loss (373,294) (618,913)
Interest Income 1,538 2,200
------------ ------------
Net loss (371,756) (616,713)
Accumulated deficit, beginning of period (365,806) (120,849)
------------ ------------
Accumulated deficit, end of period $ (737,562) $ (737,562)
============ ============
Net loss per share - basic and diluted $ (0.02) $ (0.03)
Weighted average number of shares 19,830,000 19,095,543
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
XML-Global Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statement of Cash Flow
For the Six Months Ended December 31, 1999
Six Months
December 31,
1999
------------
Cash flows from operating activities
Net loss $ (616,713)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation of fixed assets 12,817
Changes in assets and liabilities
Accounts receivable (5,989)
Other receivable (12,271)
Deposits -
Accounts payable and accrued liabilities 25,448
Due to directors (6,122)
------------
Net cash used in operating activities (602,830)
------------
Cash flows from investing activities
Fixed assets purchases (33,208)
Trademarks and patents (25,020)
------------
Net cash used in investing activities (58,228)
------------
Cash flows from financing activities
Deferred issue costs (33,694)
Issuance of capital stock net of issue costs 2,153,191
Repayment of note payable 135,135
------------
Net cash provided by financing activities 1,984,362
------------
Effect of changes in exchange rates 1,302
------------
Increase (decrease) in cash 1,324,606
Cash, beginning of period 9,581
------------
Cash, end of period $ 1,334,187
============
[/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 December 31, 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. ACQUISITION OF AN INTEREST IN DATAXCHG TECHNOLOGY
In November 1999, we entered into an agreement with David Webber whereby
we obtained a 40% interest in certain technology known as "DataXchg".. As part
of the agreement, we received certain marketing rights to the underlying
DataXchg technology. The consideration for the purchase was a commitment to
fund development of the DataXchg technology. We have expensed costs incurred
in the development of the DataXchg technology.
4. RELATED PARTY TRANSACTIONS
During the six months ended December 30, 1999, we repaid the note payable
due to a director of $135,135. We paid $45,900 and $97,500 in the three and
six months ended December 31, 1999 respectively in management fees to
directors of XML-Global and its subsidiaries and companies controlled by
directors.
5. 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. Subsequent to December
31, 1999, the terms of the warrants were amended such that the warrants may
now be exercised at $4.00 up until August 29, 2000. Approximately $175,000 in
costs were incurred in association with the issuance of these units and have
been offset against the gross proceeds received.
In October 1999 the Company issued a share purchase warrant to purchase
up to 200,000 shares of common stock at a price of $5.00 per share. The share
purchase warrant was issued in exchange for corporate finance and business
development assistance.. The warrant is exercisable up to August 31, 2004.
6. 1999 STOCK PLAN
On October 19, 1999, the Company adopted a stock incentive 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. Subsequent to December 31,
1999, 1,055,000 options were granted to employees, directors and consultants
at an exercise price of $1.00 per share.
7. SUBSEQUENT EVENTS
In January 2000, the Company entered into an financing arrangement with
the XML Fund whereby the XML Fund agreed to purchase 500,000 units, each unit
comprising two shares of common stock, one warrant exercisable for three years
at $2.00 and one warrant exercisable for three years at $0.07. The Company did
not pay a commission in connection with this financing.
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.
1999 STOCK PLAN
On October 19, 1999 the shareholders approved the 1999 Stock Plan which
provides for the grant of (1) both incentive and nonstatutory 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 of
which 1,055,000 options have been granted to employees, directors and
consultants at an exercise price of $1.00 per share.
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 $14,400 for the three months ended December 31, 1999, up from
$9,259 for the first fiscal quarter, and $23,659 for the six-month period then
ended.
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 three
and six months ended December 31, 1999, these costs were $166,707 and $288,089
respectively. The increased expenditures in the quarter just ended, which
compared to $121,382 for the first quarter, reflect increased staffing levels.
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, related travel and
incidental costs and occupancy costs for our Seattle sales office. For the
three months ended December 31, 1999, sales and marketing expenses were
$69,224 compared to $32,958 in the previous quarter. The increased
expenditures reflect costs associated with opening and staffing our Seattle
sales office. Total sales and marketing expenses for the six months ended
December 31, 1999 were $102,182.
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 three and six months ended December 31, 1999, general and
administrative expenses were $143,274 (up from $96,210 in the three months
ended September 30, 1999) and $239,484 respectively. The increase in the last
quarter reflected increased staffing, professional fees associated with
licensing our products and defending our intellectual property and travel
costs. We treated $33,745 in professional and travel costs as deferred issue
costs associated with a financing that we are pursuing and did not recognize
such costs in the statement of operations.
DEPRECIATION EXPENSE. Depreciation expense reflects depreciation of
computer hardware, software and equipment over their estimated useful lives of
between two and three years. Depreciation expense was $8,489 and $12,817
respectively for the three and six months ended December 31, 1999. The company
did not record any amortization expense in regard to trademarks and patents as
these costs relate to applications that had not been granted at December 31,
1999.
INTEREST INCOME. During the three and six months ended December 31, 1999,
the company earned interest income of $1,538 and $2,200 respectively 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 December 31, 1999, we had $1,334,187 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 December 31, 1999, we had an
accumulated deficit of $737,562. 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 six months ended December 31, 1999, the net cash used in
operating activities was primarily attributable to our net operating loss of
$616,713. The net loss for the quarter was partially offset by non-cash
depreciation of $12,817 and a net cash inflow of $1,066 with respect to
working capital changes. For the six months ended December 31, 1999, net cash
used in operating activities was therefore $602,830.
For the six months ended December 31, 1999, net cash used in investing
activities was $58,228. We spent $33,208 on computer hardware, software and
equipment and $25,020 on patent and trademark applications. The computer
hardware and software purchases related to server upgrades and computers used
by programmers. At December 31, 1999, our patent and trademark applications
were still pending however on January 26, 2000 we were granted the trademark
"XOSP" for eXtensible Object Server Pages.
For the six months ended December 31, 1999, net cash provided by
financing activities was $1,984,362 attributable to the August private
offering of equity securities, offset by related issue costs, repayment of the
note payable and the deferred issue costs related to a proposed financing.
Changes in exchange rates had a net favorable effect of $1,302 on our
cash balance.
As of December 31, 1999, we had no material capital commitments
outstanding, although we expect to undertake further capital spending when we
expand our Seattle sales office.
Our ability to generate significant revenue is uncertain. We incurred net
losses of approximately $372,000 for the quarter ended December 31, 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 are likely to 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 materially
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 trend 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, including the XML
Fund financing that completed in January, will be sufficient to meet our
anticipated needs for working capital and capital expenditures through
December 31, 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 materially 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. Most of our financial instruments are however
denominated in US dollars.
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 commonly referred to as the year 2000 problem. We have
completed a review of our internal and supplier operations, to the extent
practicable and did not identify any areas of concern. We have not encountered
any Year 2000 problems however we are potentially still exposed to the
following consequences:
* 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
* lesser system failures that may require significant efforts by us,
our service and content providers or our visitors to prevent or alleviate
material business disruptions.
We view the risk of material disruption to our service to be immaterial
and accordingly have not formulated a detailed contingency plan.
<PAGE>
<PAGE>
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
A German company, Software AG has a website using the title "Go-XML"
which we believe violates our pending "GoXML" trademark. We have exchanged
correspondence with Software AG but have not initiated legal proceedings. At
the date of this report, there are no pending legal proceedings in which we
are a party and, with the exception of the Software AG matter, we are not
aware of any threatened legal proceedings.
Item 2. Changes in Securities
On January 14, 1999, the Board of Directors approved a revision to
2,330,000 warrants issued in August 1999. The terms of these warrants were
originally that the exercise price was $4.00 for six months and $6.00 for the
succeeding six months. The exercise price is now $4.00 for 12 months.
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.
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 December 23, 1999, the Company filed an amendment to its August 27,
1999 report on Form 8-K, pursuant to Items 8 of such Form, regarding its
change in year-end from September to June.
On November 10, 1999 the Company filed an amendment to its August 27,
1999 report on Form 8-K, pursuant to Items 7 of such Form, regarding its
audited financial statements at June 30, 1999.
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XML-Global Technologies, Inc.
Date: February 11, 2000 By: /s/Peter Shandro
----------------------------
Peter Shandro, Chairman of the
Board and Chief Executive Officer
Date: February 11, 2000 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-QSB FOR THE SIX MONTHS ENDED DECEMBER
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 1,334,187
<SECURITIES> 0
<RECEIVABLES> 14,429
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,404,029
<PP&E> 92,890
<DEPRECIATION> 16,144
<TOTAL-ASSETS> 1,513,421
<CURRENT-LIABILITIES> 87,469
<BONDS> 0
0
0
<COMMON> 1,983
<OTHER-SE> 1,423,969
<TOTAL-LIABILITY-AND-EQUITY> 1,513,421
<SALES> 23,659
<TOTAL-REVENUES> 23,659
<CGS> 0
<TOTAL-COSTS> 642,572
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (616,713)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (613,713)
<CHANGES> 0
<NET-INCOME> (613,713)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
