<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, 2000
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.)
Suite 9 - 1818 Cornwall Avenue
Vancouver, BC, Canada V6J 1C7
------------------------------------------------------------
(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 September 30, 2000, there were 27,505,000 shares of the issuer's Common
Stock outstanding.
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Unaudited Consolidated Balance Sheets - September 30, 2000 and June
30, 2000
Unaudited Consolidated Statement of Operations - Three Months Ended
September 30, 2000 and 1999
Unaudited Consolidated Statement of Cash Flows - Three Months Ended
September 30, 2000 and 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 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
XML-GLOBAL TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 2000 AND JUNE 30, 2000
<CAPTION>
September 30 June 30
2000 2000
<S> <C> <C>
ASSETS
Current Assets
Cash $ 7,175,004 $ 7,535,852
Investments in securities available
for sale 995,000 1,000,000
Trade accounts receivable 116,406 17,185
Other receivable 41,573 53,653
Prepaid expenses 710 11,869
Deferred income taxes 3,701 2,622
-------------- -------------
8,332,394 8,621,181
Property and Equipment, Net 201,310 158,633
Intangible Assets
Intellectual property rights, net 1,286,091 1,250,000
Trademarks and patents 100,808 52,193
-------------- -------------
Total Assets $ 9,920,603 $10,082,007
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued
liabilities $ 215,427 $ 95,999
Foreign income taxes payable 109,191 7,178
-------------- -------------
Total Liabilities 324,618 103,177
-------------- -------------
Stockholders' Equity
Preferred stock, $0.01 par value,
100,000,000 shares authorized,
none issued and outstanding at
September 30, 2000 and June 30,
2000 - -
Common stock, $.0001 par value,
500,000,000 shares authorized,
27,505,000 shares issued and
outstanding at September 30, 2000
and June 30, 2000 2,751 2,751
Additional paid-in capital 11,675,258 11,675,258
Accumulated other comprehensive income (7,184) (5,089)
Accumulated deficit (2,074,840) (1,694,090)
-------------- -------------
Total Stockholders' Equity 9,595,985 9,978,830
-------------- -------------
Total Liabilities and Stockholders'
Equity $ 9,920,603 $10,082,007
============= =============
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
<TABLE>
XML-GLOBAL TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<CAPTION>
Three Months Three Months
September 30 September 30
2000 1999
<S> <C> <C>
Revenue $ 485,726 $ 9,259
Cost of revenue 273,632 -
------------- --------------
Gross profit 212,094 9,259
------------- --------------
Operating expenses
Research and development 228,529 121,382
Marketing and selling 104,037 32,958
General and administrative 213,821 96,210
Depreciation and amortization 99,562 4,328
------------- --------------
Total operating expenses 645,949 254,878
------------- --------------
Operating loss (433,855) (245,619)
Interest income 155,582 662
------------- --------------
Net loss before provision for income
taxes (278,273) (244,957)
Provision for income taxes 102,477 -
------------- --------------
Net loss (380,750) (244,957)
Accumulated deficit, beginning of
period (1,694,090) (120,849)
------------- --------------
Accumulated deficit, end of period $(2,074,840) $ (365,806)
============= ==============
Net loss per share - basic and diluted $ (0.01) $ (0.01)
Weighted average number of shares 27,505,000 18,361,000
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
<TABLE>
XML-GLOBAL TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Three Months Three Months
September 30 September 30
2000 1999
<S> <C> <C>
Cash flows from operating activities
Net loss $ (380,750) $ (244,957)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 99,562 4,328
Changes in assets and liabilities
Accounts receivable (99,249) (2,747)
Other receivable 11,238 (5,077)
Prepaid expenses 11,094 (399)
Accounts payable and accrued
liabilities 120,612 (23,312)
Foreign income taxes payable 102,477 -
Due to director - (2,702)
------------- -------------
Net cash used in operating activities (135,016) (274,866)
------------- -------------
Cash flows from investing activities
Proceeds from sale of investments 5,000 -
Purchases of property and equipment (65,124) (15,635)
Acquisition of trademarks and patents (48,857) (24,851)
Acquisition of intellectual property (116,758) -
------------- -------------
Net cash used in investing activities (225,739) (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 from financing
activities - 2,018,056
------------- -------------
Effect of changes in exchange rates (93) -
------------- -------------
Increase (decrease) in cash (360,848) 1,702,704
Cash, beginning of period 7,535,852 9,581
-------------- --------------
Cash, end of period $ 7,175,004 $ 1,712,285
============== ==============
</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
XML-GLOBAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCING STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(Unaudited)
Note 1 - Organization and Operations
The Company, which is a Colorado corporation, has two active subsidiaries,
XML-Technologies, Inc. (a Nevada corporation) and XML-Global Research, Inc. (a
British Columbia, Canada corporation). The Company conducts most of its
business activities through these corporations.
From its formation until July 1999, the Company's activities were devoted to
legal formation, financial planning, recruiting directors, advisors and
employees and raising additional financing. The Company commenced selling its
e-commerce software in July 1999 and ceased to be a development stage company
at that time.
Note 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, 2000 and notes
thereto included in our 10-KSB as filed with the Securities and Exchange
Commission on September 15, 2000.
Note 3 - Income Taxes
Although the Company has incurred losses to date, it has been subject to
income taxes. Taxes are payable by the Company's Canadian subsidiary on its
operating profits, which cannot be offset against losses incurred by the
Company. In addition, revenue generated from a Korean customer is subject to
withholding taxes by Korean tax authorities at a rate of 16.5%. We will be
able to apply these withholding taxes against United States income taxes
otherwise payable, should we become taxable in the future.
Note 4 - 1999 Equity Incentive Plan
On October 19, 1999, the Company adopted the 1999 Equity incentive plan (the
"1999 Plan") to provide incentives to employees, directors and consultants.
Under the 1999 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. All options granted to date have a seven-year
term.
<TABLE>
<CAPTION>
2000 1999
---- ----
Number Weighted Number Weighted
of Average of Average
Options Exercise Options Exercise
Price Price
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Options outstanding at June 30 1,170,000 1.01 - -
Granted during the period - - - -
Exercised during the period - - - -
Forfeited during the period - - - -
--------- ------- ------- ----------
Options outstanding at September 30 1,170,000 1.01 - -
========= ======= ======= ==========
Options exercisable at September 30 1,170,000 1.01 - -
========= ======= ======= ===========
</TABLE>
During the three months ended September 30, 2000, the Company did not grant
any options to employees, directors or consultants. However, at September 30,
2000, the Company had committed to grant the following options to employees,
which were granted subsequent to the quarter-end and are subject to vesting
over periods of between six months and three years:
- 161,000 options with an exercise price of $1.50 per share
- 25,000 options with an exercise price of $3.00 per share
- 25,000 options with an exercise price of $5.00 per share
Subsequent to the quarter-end, the Company also granted, or committed to
grant, 1,285,000 options at exercise prices between $1.50 and $2.00 to a new
director, new employees and new advisory board members. Of these options,
185,000 vest immediately and the balance vest over periods of between one and
three years.
Note 5 - Segment Information
The Company's operations consist of a single reportable segment. This segment
derives its revenues from sales of products and services employing XML
(eXtensible Mark-up Language) that are used by businesses to conduct e-
commerce. The following tables and schedules summarize certain information
about this segment.
<TABLE>
<CAPTION>
XML-Based
Products and Services
-------------------------------
Three Months Ended September 30,
--------------------------------
2000 1999
-------------------------
<S> <C> <C>
External revenues $485,726 $ 9,259
Intersegment revenues - -
Segment loss before tax (407,454) (224,127)
Segment assets 1,771,806 131,600
</TABLE>
Following are reconciliations to corresponding totals in the accompanying
financial statements:
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------
2000 1999
------ ------
<S> <C> <C>
Total loss before tax for reportable
segments $(407,454) $(244,127)
Corporate headquarters income(expense)
including 129,181 (830)
---------- ----------
Consolidated net loss before
provision for income taxes $(278,273) $(244,957)
========== ===========
</TABLE>
Note 6 - Lease Commitment
The Company leases its Vancouver, British Columbia operating facility. The
lease commenced on June 1, 2000 and runs for five years. The lease agreement
also requires that the Company pay its proportional share of operating costs
and property taxes.
In September 2000, the Company entered into a lease agreement for additional
space in the same building as described above. This lease commences on
December 1, 2000 and runs for four years and six months. The monthly lease
payments are $800, however, the facility is provided at no charge for the
first four months of the lease. The lease agreement also requires that the
Company pay its proportional share of operating costs and property taxes.
Future minimum lease payments required under the leases, excluding the
Company's share of operating costs and property taxes, are as follows:
<TABLE>
<CAPTION>
Period Ending
June 30,
--------------
<S> <C> <C>
2001 $ 29,800
2002 43,300
2003 75,600
2004 75,600
2005 63,000
------------
$ 287,300
============
</TABLE>
The effect of scheduled rent increases and "rent holidays included in the
Company's leases are recognized on a straight-line basis over the term of the
leases. During the three months ended September 2000 and 1999, rent expense
was $27,500 and $17,400, respectively.
Note 7 - Subsequent Events
Effective November 1, 2000, the Company has entered into an agreement to hire
an Executive Vice President of Sales and Marketing. This employee will
receive 800,000 options under the 1999 Plan as outlined in Note 4. These
options will vest over a period of 12 months and will have a seven-year term.
The Company is currently seeking to rent office space in New York, and as a
result, operating expenses are likely to increase in future quarters.
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS AND DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PLAN OF OPERATIONS
To date, we have raised gross proceeds of approximately $11 million through
private offerings of equity securities. We expect that funds remaining from
these offerings, which amounted to $8.2 million at September 30, 2000, will be
sufficient to fund our operating and investing activities for at least the
next twelve months. Accordingly, we have no plans to raise additional funds
during the next twelve months.
We are developing expressXCHG Version 1.0, a data transformation engine, which
we expect to release in December 2000, and the next release of our goXML
search engine which we plan to release in February 2001. We plan to continue
developing these products and to undertake development of new products
including a version of Ceremony(-TM-), a system for authenticating online
transactions, which we have licensed from PenOp Ltd.
We plan to help companies implement XML solutions using our products and are
completing work under a contract with a Korean company that is setting up an
Internet-based business-to-business marketplace to serve the Korean market.
The contract value is $950,000 and the work is to be completed by December
2000. The full contract value may be subject to withholding taxes by the
Korean tax authorities at a rate of 16.5%. We will be able to apply these
withholding taxes against United States income taxes otherwise payable, should
we become taxable in the future.
We do not expect to undertake any significant purchases or sales of plant and
equipment during the next twelve months. We will continue to acquire computer
hardware and software and office furniture in the ordinary course as we hire
new employees.
At the date of this Report, we employ approximately 48 staff. We plan to hire
an additional 25 employees over the next year, consisting of 15 software
engineers, five implementation specialists and five sales and marketing
personnel. The actual number of staff that we hire will be dependent on how
our business develops and will be subject to our ability to find qualified
individuals on mutually acceptable terms.
RESULTS OF OPERATIONS
REVENUE. Revenue consists of fees received from the sale of e-commerce
solutions, and website design and development, implementation and support.
Revenue was $485,700 for the three months ended September 30, 2000, compared
to $9,300 for the three months ended September 30, 1999. The increase was due
to the sale of software products under development during the previous fiscal
period and to services related to the sale of those software products.
Approximately $450,000 of revenue for the quarter was earned under the
Company's contract with B2B Internet, Inc. (see discussion under Plan of
Operations). This contract is expected to account for the majority of
revenues during the second quarter as well and is scheduled for completion in
December 2000.
COST OF REVENUE. Cost of sales include salaries to employees and contractor
fees that can be directly attributable to project revenue earned in the
period. For the three months ended September 30, 2000 these costs were
$273,600. In 1999, we did not have any directly identifiable cost of sales.
RESEARCH AND DEVELOPMENT EXPENSES. Product and content development costs
include expenses we incur to develop our technology and, in the prior fiscal
year, our clients' websites. These costs consist primarily of salaries and
fees paid to employees and consultants to develop and maintain software and
websites. For the three months ended September 30, 2000 and 1999, these costs
were $228,500 and $121,400 respectively. The increased expenditures over the
previous year reflect increased staffing levels to accelerate development of
existing and new products.
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 September 30, 2000, sales and marketing expenses were
$104,000. Sales and marketing expenses in the three months ended September 30,
1999 were $33,000. The increase is due to the addition of staff and sales
initiatives undertaken in the current year.
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 months ended September 30, 2000, general and administrative
expenses were $213,800, up from $96,200 in the three months ended September
30, 1999. The increase reflects increased staff, travel costs and
professional fees associated with the June 30, 2000 year-end audit and SEC
filing requirements.
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization expense
reflects depreciation of computer hardware, software, equipment, leasehold
improvements and and amortization of intellectual property over estimated
useful lives of between two and five years. Depreciation and amortization
expense was $99,600 and $4,300 respectively for the quarters ended September
30, 2000 and 1999. The company did not record amortization expense in regard
to trademarks and patents as these costs largely relate to applications that
had not been granted at September 30, 2000.
INTEREST INCOME. During the three months ended September 30, 2000 and 1999,
the company earned interest income of $155,600 and $700 respectively.
Interest income has been earned on funds received from private equity
placements which have exceeded operating expenditures to date.
PROVISION FOR INCOME TAXES. Although the Company incurred a consolidated loss
during the three months ended September 30, 2000, it recorded $102,500 of
income tax expense relating to certain income attributable to taxing
jurisdictions in Canada and Korea. Increases in deferred tax assets resulting
from the foreign tax credits generated by these taxes have been offset
completely by similar increases in the valuation allowance applied to the
Company's net income tax expense or benefit.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have financed our operations primarily through the
placement of equity securities and advances from our principal stockholder.
As of September 30, 2000 we had $7,175,000 in cash and cash equivalents and
$995,000 in short term investments.
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, 2000, we had an
accumulated deficit of $2,074,800. 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, 2000, net cash used in operating
activities was primarily attributable to our net loss of $380,800. The net
loss for the quarter was partially offset by non-cash depreciation and
amortization of $99,600 and a net cash inflow of $146,200 with respect to
working capital changes. For the three months ended September 30, 2000, net
cash used in operating activities was therefore $135,000. In the three months
ended September 30, 1999, $274,900 was used in operating activities primarily
relating to our operating loss.
For the three months ended September 30, 2000, net cash used in investing
activities was $225,700. We received $5,000 from the sale of investments, and
spent $65,100 on computer hardware, software, equipment and leasehold
improvements, $48,800 on patent and trademark applications and $116,800 on
intellectual property. The computer hardware and software purchases related
to server upgrades and computers used by programmers and new employees. The
leasehold improvements relate to our new Vancouver offices, which opened in
June 2000. In the three months ended September 30, 1999, $40,500 was used in
investing activities.
For the three months ended September 30, 2000, no cash was provided by or used
in financing activities. In the three months ended September 30, 1999,
$2,018,100 was provided by financing activities relating to the issuance of
capital stock, which was partially offset by the repayment of a note payable
of $135,100.
Changes in exchange rates had a net effect of decreasing our cash balance by
$100.
As of September 30, 2000, we had no contractual capital commitments
outstanding.
Our ability to generate significant revenue is uncertain. We incurred net
losses of approximately $380,000 during the three months ended September 30,
2000. We expect losses from operations and negative cash flow to continue for
the foreseeable future, at least through fiscal 2001, 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 is 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 at September 30, 2000 will
be sufficient to meet our anticipated needs for working capital and capital
expenditures through June 2001. 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 are earned and a substantial portion of our payroll and
other expenses are paid outside the United States in currencies other than US
dollars. Because our financial results are reported in US dollars, they are
affected by changes in the value of the various foreign currencies in which we
make payments in relation to the US 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.
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. 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
At the date of this report, there are no pending legal proceedings in which we
are a party and we are not aware of any threatened legal proceedings.
ITEM 2. CHANGES IN SECURITIES
On October 4, 2000, the Board of Directors approved a revision to 4,625,000
warrants issued in April and May 2000. The warrants were originally
exercisable to purchase stock at $4.00 per share of common stock until October
2000 and thereafter at $6.00 per share. The Company extended the $4.00
exercise price until April 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted for the vote of security holders.
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 11, 2000 the Company filed an amendment to its June 28, 2000
report on Form 8-K, pursuant to Item 7 of such Form, regarding the audited
financial statements of DataXchg, Inc. at June 30, 2000.
<PAGE>
<PAGE>
SIGNATURES
XML-Global Technologies, Inc.
---------------------------------------
Date: November 14, 2000 Signature: /s/Peter Shandro
-----------------------------
Peter Shandro
Chairman of the Board, Chief Executive
Officer and President
--------------------------------------
Date: November 14, 2000 Signature: /s/Simon Anderson
------------------------------
Simon Anderson
Chief Financial Officer
