United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period ended March 31, 1998
Commission File No. 33-17966-LA
INTERNATIONAL WOOD CORPORATION
A Colorado Corporation EIN: 94-3030021
8833 Sunset Blvd., Suite 200
West Hollywood, CA 90069
Telephone: 310-289-4947
Former name: XANTHIC ENTERPRISES, INC.
Former address:
8833 Sunset Blvd., Suite 200
West Hollywood, CA 90069
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
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required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x No
The number of issued and outstanding common shares
as of March 31, 1998 was 22,574,201.
PART 1 FINANCIAL INFORMATION
Item 1.
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Unaudited Financial Statements.
INTERNATIONAL WOOD CORPORATION
(formerly Xanthic Enterprises, Inc.)
(a development stage company)
BALANCE SHEET
MARCH 31, 1998
MARCH 31,
1998
(unaudited)
ASSETS
Current assets:
Cash $
Investment in Norwest S.A. 2,000
---------
TOTAL ASSETS $ 2,000
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
Current Liabilities:
Accounts payable 75,368
Shareholder loan 2,000
--------
Total current liabilities 77,368
----------
Stockholders' Equity (Deficit):
Common stock, $.0001 par value,
50,000,000 shares authorized,
22,574,201 shares issued
and outstanding 2,257
Additional paid in capital 12,042
Deficit accumulated during
the development stage (89,667)
---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (75,368)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,000
=========
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INTERNATIONAL WOOD CORPORATION
(formerly Xanthic Enterprises, Inc.)
(a development stage company)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
MARCH 31, MARCH 31,
1998 1997
(unaudited) (unaudited)
Revenues $ - $ -
Operating expenses
General and administrative - 33,709
------- -------
Loss from operations (33,709)
Other Income (Expenses)
Interest expense _ _
Total other income (expenses) _ _
------- --------
Net loss $ - $ (33,709)
======== ========
Net loss per common share $ $ (0.02)
======= =========
Weighted average number
of shares outstanding 22,574,201 2,173,001
========== ==========
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INTERNATIONAL WOOD CORPORATION
(formerly Xanthic Enterprises, Inc.)
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
Accumulated
Deficit During
Common Stock Paid in Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1996 5,481,826 $ 548 $ 11,651 $ (26,058) $ (13,859)
Retroactive effect
of 2.5 to 1 reverse
Split effective
December 31, 1997 (3,308,825) (331) 331 - -
Net loss for the
three months _ _ _ (33,709) (33,709)
---------- -------- ------- ---------- --------
BALANCE,
March 31, 1997 2,173,001 $ 217 $ 11,982 $ (59,767) $ (47,568)
========= ======= ====== ======= ======
BALANCE,
December 31, 1997 2,574,201 $ 257 $ 12,042 $ (89,667) $ (77,368)
Issuance of common
stock for
Investment in
Norwest S.A. 20,000,000 2,000 - - 2,000
Net loss for
the three months _ _ _ _ _
---------- ------- ------- -------- -------
BALANCE,
March 31, 1998 22,574,201 $ 2,257 $ 12,042 $ (89,667) $ (75,368)
========== ========= ========= ========= ==========
</TABLE>
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INTERNATIONAL WOOD CORPORATION
(formerly Xanthic Enterprises, Inc.)
(a development stage company)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
MARCH 31, MARCH 31,
1998 1997
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ - $ (33,709)
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Changes in operating assets
and liabilities:
Accounts payable - (31,709)
--------- ---------
Net cash used in
operating activities - (2,000)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder loan 2,000
--------- -------
Net cash provided by
financing activities - 2,000
-------- -------
Net increase (decrease) in cash
Cash, beginning of period - -
-------- -------
Cash, end of period $ - $ -
======== =========
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Plan of Operation.
(1) Liquidity. We have no cash and no liquidity.
(2) Capital Resources. Due to the recent reverse acquisition
of Norwest, SA we have substantial assets which we plan to
use to arrange financing for our business.
(3) Results of Operations. We have not operated during
the past fiscal quarter and there are no results of operations.
Part II Other Information
Item 1. Legal Proceedings.
There are no pending legal proceedings.
Item 2. Changes in Securities and Use of Proceeds.
There has been no changes in securities or use of proceeds.
Item 3. Defaults upon Senior Securities.
There are no Senior Securities.
Item 4. Submission of Matters to a Vote of
Security holders.
On January 29, 1998 there was a special meeting of the
shareholders of the Company. Proxies were solicited by a proxy
statement. There were 4,630,600 shares present in person
or by proxy. At the meeting the shareholders approved a change
of control of the Company pursuant to an agreement with the
shareholders of Norwest S.A. to issue 20,000,000 common shares
of stock of the Company (after a 1 for 2.5 reverse split)
to the shareholders of Norwest, S.A. There were 2,000,000 shares
in person and 2,638,600 shares by proxy voted in favor of
the change of control and issuance of shares to the shareholders
of Norwest, S.A.There were no abstentions and no votes against
the proposal.
At the special shareholders meeting the shareholders approved
a change of name of the corporation from Xanthic Enterprises,
Inc. to International Wood Corporation. There were 2,000,000
shares in person and 2,638,600 shares by proxy voted in favor
of the motion to change the name. There were no abstentions and
no votes against the motion.
At the special meeting of shareholders the shareholders
approved a reverse split of the Company's common stock
changing each 2.5 shares of existing common stock for 1 new share of
common stock for shareholders of record on December 31, 1997.
This reverse split has the effect of reducing the number of issued
and outstanding shares from 6,484,826 to about 2,593,930 not
including the 20,000,000 shares issued with respect to the transaction
with the shareholders of Norwest S.A. There were 2,000,000
shares in person and 2,638,600 shares by proxy voting in favor
of the motion to reverse split the stock. There were no abstentions
and no votes against the motion.
At the special meeting of shareholders the Board of
Directors resigned with the exception of Mark A. Lilly. The
shareholders elected a new Board of Directors consisting
of Elliott Sassoon, Alipio Motta and Mark A. Lilly.
There were 2,000,000 shares in person and 2,630,600 shares
voting in favor of each of the nominees. No shares were voted
against the nominees. There were no abstentions in the
voting.
Following the shareholders meeting the new Board of
Directors elected new officers for the Company.
The new officers are:
Name Position
Elliott Sassoon President, Chief Financial Officer
Alipio Motta Vice-President
Mark A. Lilly Secretary
We included information in the Report on Form 8-K filed
on or about February 4, 1998 about Norwest S.A. that is
now a wholly owned subsidiary. The financial condition
of Norwest, S.A. was presented in audited statements
dated October 31, 1997 based on Brazilian Accounting
Principles. The financial condition of Norwest S.A.
has not yet been audited according to accounting principles
applicable to U.S. companies. For interim accounting
purposes we have included our interest in Norwest S.A. at
$ 2,000 which represents the par value of the 20,000,000
shares issued to the shareholders of Norwest S.A.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.2 Material Contracts-Agreement with
Shareholders of Norwest S.A.
27 Financial Data Schedule
(b) Reports on Form 8-K.
During the quarter ended March 31, 1998 we
filed a report on Form 8-K on February 4, 1998.
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