SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-KSB

            [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

       [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended: December 31, 1999

                     Commission file number 000-27931

                    INTERCONTINENTAL CAPITAL FUND, INC.
          (Exact name of registrant as specified in its charter)

Nevada                                            88-0439635
(State  or  other jurisdiction of                 (I.R.S. Employer
incorporation  or organization)                   Identification No.)

1850 E. Flamingo Rd., #111
Las Vegas, NV                                     89119
(Address of principal executive offices)          (zip code)

               Issuer's Telephone Number:    (702) 866-5803

      Securities registered under Section 12(b) of the Exchange Act:
                                   None

      Securities registered under Section 12(g) of the Exchange Act:
                       Common Stock, $.001 par value
                             (Title if Class)

     Indicate  by  check  mark whether the registrant  (a)  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   No  X

     Indicate by check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K is not contained herein,  and  will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K.  [     ]

     The number of shares of Common Stock, $0.001 par value, outstanding on
December   31,  1999,  was  5,000,000  shares,  held  by  approximately   1
stockholder.

<PAGE>

PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     Intercontinental Capital Fund, Inc. (the "Company"), was  incorporated
on October 13, 1999, under the laws of the State of Nevada to engage in any
lawful  corporate  undertaking, including, but  not  limited  to,  selected
mergers  and acquisitions. The Company has been in the developmental  stage
since inception and has no operations to date other than issuing shares  to
its original stockholder.

     We  registered our common stock on a Form 10-SB registration statement
filed  pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
and Rule 12(g) thereof.  We intend to file with the Securities and Exchange
Commission  periodic and episodic reports under Rule 13(a) of the  Exchange
Act,  including quarterly reports on Form 10-QSB and annual reports on Form
10-KSB.   As  a  reporting company under the Exchange Act, we may  register
additional securities on Form S-8 (provided that we are in compliance  with
the  reporting requirements of the Exchange Act) and on Form S-3  (provided
that  we  have  during the prior 12 month period timely filed  all  reports
required  under the Exchange Act), and our class of common stock registered
under  the  Exchange  Act  may be traded in the  United  States  securities
markets provided that we are then in compliance with applicable laws, rules
and regulations, including compliance with our reporting requirements under
the Exchange Act.

     We will attempt to locate and negotiate with a business entity for the
merger  of that target business into the Company.  In certain instances,  a
target business may wish to become a subsidiary of the Company or may  wish
to  contribute assets to the Company rather than merge.  No assurances  can
be  given  that we will be successful in locating or negotiating  with  any
target business.

     Management  believes  that there are perceived  benefits  to  being  a
reporting  company with a class of publicly-traded securities.   These  are
commonly thought to include (1) the ability to use registered securities to
make  acquisition of assets or businesses; (2) increased visibility in  the
financial  community;  (3)  the facilitation of  borrowing  from  financial
institutions;  (4) improved trading efficiency; (5) stockholders liquidity;
(6)  greater ease in subsequently raising capital; (7) compensation of  key
employees  through options stock; (8) enhanced corporate image; and  (9)  a
presence in the United States capital market.

     A  business  entity,  if any, which may be interested  in  a  business
combination  with us may include (1) a company for which a primary  purpose
of  becoming  public  is the use of its securities for the  acquisition  of
assets  or businesses; (2) a company which is unable to find an underwriter
of  its  securities or is unable to find an underwriter  of  securities  on
terms  acceptable to it; (3) a company which wishes to become  public  with
less  dilution  of  its  common stock than would  occur  normally  upon  an
underwriting; (4) a company which believes that it will be able  to  obtain
investment capital on more favorable terms after it has become public;  (5)
a  foreign  company which may wish an initial entry into the United  States
securities  market;  (6) a special situation company,  such  as  a  company
seeking  a  public  market  to  satisfy  redemption  requirements  under  a
qualified Employee Stock Option Plan; or (7) a company seeking one or  more
of the other perceived benefits of becoming a public company.

<PAGE>

     Management  is actively engaged in seeking a qualified  company  as  a
candidate  for a business combination.  We are authorized to enter  into  a
definitive  agreement with a wide variety of businesses without  limitation
as  to  their  industry or revenues.  It is not possible at  this  time  to
predict  with  which  company,  if any, we will  enter  into  a  definitive
agreement or what will be the industry, operating history, revenues, future
prospects or other characteristics of that company.

     We  may  seek a business opportunity with entities which have recently
commenced  operations, or which wish to utilize the public  marketplace  in
order  to raise additional capital in order to expand into new products  or
markets,  to  develop  a  new product or service, or  for  other  corporate
purposes.  We may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

     Our  management,  which in all likelihood will not be  experienced  in
matters  relating to the business of a target business, will rely upon  its
own efforts in accomplishing our business purposes.  Outside consultants or
advisors may be utilized by us to assist in the search for qualified target
companies.  If we do retain such an outside consultant or advisor, any cash
fee  earned by such person will need to be assumed by the target  business,
as we have limited cash assets with which to pay such obligation.

     The  analysis of new business opportunities will be undertaken by,  or
under  the  supervision  of,  our  officer  and  director,  who  is  not  a
professional   business   analyst.   In  analyzing   prospective   business
opportunities,  management  may  consider such  matters  as  the  available
technical,  financial and managerial resources; working capital  and  other
financial  requirements; history of operations, if any; prospects  for  the
future;  nature  of  present  and expected  competition;  the  quality  and
experience of management services which may be available and the  depth  of
that  management;  the  potential  for further  research,  development,  or
exploration; specific risk factors not now foreseeable but which  then  may
be  anticipated to impact our proposed activities; the potential for growth
or expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name identification; and other
relevant factors.

     Management  does  not  have the capacity to conduct  as  extensive  an
investigation  of  a target business as might be undertaken  by  a  venture
capital fund or similar institution.  As a result, management may elect  to
merge   with   a  target  business  which  has  one  or  more  undiscovered
shortcomings  and  may,  if  given  the  choice  to  select  among   target
businesses, fail to enter into an agreement with the most investment-worthy
target business.

     Following  a business combination we may benefit from the services  of
others in regard to accounting, legal services, underwritings and corporate
public  relations.   If  requested  by a target  business,  management  may
recommend one or more underwriters, financial advisors, accountants, public
relations firms or other consultants to provide such services.

     A potential target business may have an agreement with a consultant or
advisor  providing that services of the consultant or advisor be  continued
after  any  business combination.  Additionally, a target business  may  be
presented to us only on the condition that the services of a consultant  or
advisor  be  continued  after  a merger or acquisition.   Such  preexisting
agreements  of  target businesses for the continuation of the  services  of
attorneys,  accountants, advisors or consultants could be a factor  in  the
selection of a target business.

<PAGE>

     In  implementing a structure for a particular business acquisition, we
may  become  a  party  to  a merger, consolidation,  reorganization,  joint
venture, or licensing agreement with another corporation or entity.  We may
also  acquire stock or assets of an existing business.  On the consummation
of  a transaction, it is likely that our present management and stockholder
will  no longer be in our control.  In addition, it is likely that the  our
officer  and  director  will,  as part of  the  terms  of  the  acquisition
transaction,  resign  and  be replaced by one  or  more  new  officers  and
directors.

     It   is   anticipated  that  any  securities  issued   in   any   such
reorganization would be issued in reliance upon exemption from registration
under applicable federal and state securities laws.  In some circumstances,
however,  as  a  negotiated element of its transaction,  we  may  agree  to
register all or a part of such securities immediately after the transaction
is  consummated  or  at specified times thereafter.  If  such  registration
occurs,  of which there can be no assurance, it will be undertaken  by  the
surviving  entity after we have entered into an agreement  for  a  business
combination or have consummated a business combination and we are no longer
considered a blank check company. The issuance of additional securities and
their  potential  sale into any trading market which  may  develop  in  our
securities may depress the market value of our securities in the future  if
such a market develops, of which there is no assurance.

     While  the terms of a business transaction to which we may be a  party
cannot  be  predicted,  it  is expected that the parties  to  the  business
transaction  will  desire to avoid the creation  of  a  taxable  event  and
thereby  structure  the  acquisition in  a  tax-free  reorganization  under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

     With  respect to any merger or acquisition negotiations with a  target
business,  management  expects to focus on the percentage  of  the  Company
which  target  business  stockholder would acquire in  exchange  for  their
shareholdings in the target business.  Depending upon, among other  things,
the  target business's assets and liabilities, our stockholder will in  all
likelihood hold a substantially lesser percentage ownership interest in the
Company  following  any merger or acquisition.  Any merger  or  acquisition
effected by us can be expected to have a significant dilutive effect on the
percentage of shares held by our stockholder at such time.

     No  assurances  can  be given that we will be able  to  enter  into  a
business combination, as to the terms of a business combination, or  as  to
the nature of the target business.

     As  of  the  date  hereof, management has not made any final  decision
concerning   or  entered  into  any  written  agreements  for  a   business
combination.   When  any such agreement is reached or other  material  fact
occurs,  we  will file notice of such agreement or fact with the Securities
and  Exchange Commission on Form 8-K.  Persons reading this Form 10-KSB are
advised to determine if we have subsequently filed a Form 8-K.

     We anticipate that the selection of a business opportunity in which to
participate  will  be complex and without certainty of success.  Management
believes  (but  has not conducted any research to confirm) that  there  are
numerous  firms  seeking the perceived benefits of  a  publicly  registered
corporation.  Such perceived benefits may include facilitating or improving
the  terms  on  which additional equity financing may be sought,  providing
liquidity for incentive stock options or similar benefits to key employees,
increasing  the  opportunity  to  use  securities  for  acquisitions,   and
providing   liquidity   for  stockholder  and  other   factors.    Business
opportunities may be available in many different industries and at  various
stages  of  development,  all of which will make the  task  of  comparative
investigation  and  analysis  of  such  business  opportunities   extremely
difficult and complex.

<PAGE>

     Computer  Systems  Redesigned For Year 2000.  Many  existing  computer
programs  use  only  two digits to identify a year in such  program's  date
field.  These programs were designed and developed without consideration of
the  impact  of  the change in the century for which four  digits  will  be
required  to  accurately report the date.  If not corrected, many  computer
applications could fail or create erroneous results following the year 2000
("Year 2000 Problem").  Many of the computer programs containing such  date
language  problems have not been corrected by the companies or  governments
operating  such  programs.   It  is impossible  to  predict  what  computer
programs  will  be effected, the impact any such computer  disruption  will
have  on  other  industries or commerce or the severity or  duration  of  a
computer disruption.

     We  do  not  have  operations  and do not maintain  computer  systems.
Before  we enters into any business combination, we may inquire as  to  the
status  of  any target business's Year 2000 Problem, the steps such  target
business has taken or intends to take to correct any such problem  and  the
probable  impact  on  such  target business  of  any  computer  disruption.
However,  there can be no assurance that we will not merge  with  a  target
business that has an uncorrected Year 2000 Problem or that any planned Year
2000  Problem corrections will be sufficient.  The extent of the Year  2000
Problem of a target business may be impossible to ascertain and any  impact
on us will likely be impossible to predict.

ITEM 2.   DESCRIPTION OF PROPERTY

     We  have  no properties and at this time have no agreements to acquire
any  properties.  We currently use the offices of management at no cost  to
us.   Management has agreed to continue this arrangement until we  complete
an acquisition or merger.

ITEM 3.   LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matter  was submitted to a vote of security holders,  through  the
solicitation  of  proxies or otherwise, during the fourth  quarter  of  the
fiscal year covered by this report.

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There  is  currently no public market for our securities.  We  do  not
intend to trade our securities in the secondary market until completion  of
a  business  combination or acquisition.  It is anticipated that  following
such occurrence we will cause our common stock to be listed or admitted  to
quotation  on the NASD OTC Bulletin Board or, if we then meet the financial
and  other  requirements thereof, on the Nasdaq SmallCap  Market,  National
Market System or regional or national exchange.

<PAGE>

     The  proposed business activities described herein classify  us  as  a
"blank  check"  company.  The Securities and Exchange Commission  and  many
states  have enacted statutes, rules and regulations limiting the  sale  of
securities  of  blank  check  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to cause a  market  to
develop  in  our  securities  until  such  time  as  we  have  successfully
implemented   our   business  plan  described  herein.   Accordingly,   our
stockholder  has  agreed  that he will not sell or otherwise  transfer  his
shares  of  our  common  stock  except  in  connection  with  or  following
completion of a merger or acquisition and we have no longer classified as a
blank  check  company.   The stockholder has deposited  such  stockholder's
respective stock certificate with our management, who will not release  the
respective  certificates  except  in  connection  with  or  following   the
completion of a merger or acquisition.

     There is currently one stockholder of our outstanding common stock.

     During the past three years, we have issued securities which were  not
registered as follows:
<TABLE>

                                              NUMBER OF
DATE                          NAME             SHARES       CONSIDERATION
<S>                     <C>                  <C>            <C>
October 13, 1999        Anthony N. DeMint     5,000,000         $5,000
</TABLE>

________

(1)  Mr.   DeMint  is  our  sole  director,  controlling  stockholder   and
     president.   Shares issued to Mr. DeMint were in return  for  services
     provided  to  us by Mr. DeMint, in lieu of cash. With respect  to  the
     stock  issued  to  Mr.  DeMint, we relied upon  Section  4(2)  of  the
     Securities   Act  of  1933,  as  amended  and  Rule  506   promulgated
     thereunder.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     We  were  formed  to  engage in a merger with  or  acquisition  of  an
unidentified foreign or domestic private company which desires to become  a
reporting ("public") company whose securities are qualified for trading  in
the  United  States secondary market.  We meet the definition of  a  "blank
check"  company  contained in Section (7)(b)(3) of the  Securities  Act  of
1933,  as amended.  We have been in the developmental stage since inception
and  have no operations to date.  Other than issuing shares to our original
stockholder, we have not commenced any operational activities.

     We  will  not  acquire or merge with any entity which  cannot  provide
audited financial statements at or within a reasonable period of time after
closing  of the proposed transaction.  We are subject to all the  reporting
requirements  included in the Exchange Act.  Included in these requirements
is our duty to file audited financial statements as part of our Form 8-K to
be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as our audited financial statements included
in  our  annual  report on Form 10-K (or 10-KSB, as applicable).   If  such
audited  financial statements are not available at closing, or within  time
parameters necessary to insure our compliance with the requirements of  the
Exchange  Act,  or  if  the audited financial statements  provided  do  not
conform  to  the representations made by the target business,  the  closing
documents may provide that the proposed transaction will be voidable at the
discretion of our present management.
<PAGE>

     We  will  not restrict our search for any specific kind of businesses,
but  may  acquire  a  business which is in its preliminary  or  development
stage,  which is already in operation, or in essentially any stage  of  its
business life. It is impossible to predict at this time the status  of  any
business in which we may become engaged, in that such business may need  to
seek additional capital, may desire to have its shares publicly traded,  or
may seek other perceived advantages which we may offer.

     A  business  combination with a target business will normally  involve
the  transfer  to the target business of the majority of our common  stock,
and the substitution by the target business of its own management and board
of directors.

     We  have, and will continue to have, no capital with which to  provide
the  owners  of  business  opportunities with any  cash  or  other  assets.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct  an  initial  public offering.  Our officer and  director  has  not
conducted  market research and is not aware of statistical data to  support
the  perceived  benefits  of a merger or acquisition  transaction  for  the
owners of a business opportunity.

     Our stockholder has agreed that they will advance any additional funds
which  we  need  for  operating capital and for costs  in  connection  with
searching for or completing an acquisition or merger. Such advances will be
made  without  expectation of repayment unless the owners of  the  business
which  we  acquire or merge with agree to repay all or a  portion  of  such
advances.   There  is  no minimum or maximum amount such  stockholder  will
advance  to  us.  We will not borrow any funds for the purpose of  repaying
advances made by such stockholder, and we will not borrow any funds to make
any   payments  to  our  promoters,  management  or  their  affiliates   or
associates.

     The Board of Directors has passed a resolution which contains a policy
that we will not seek an acquisition or merger with any entity in which our
officer,  director,  stockholder or his affiliates or associates  serve  as
officer or director or hold more than a 10% ownership interest.

ITEM 7.   FINANCIAL STATEMENTS

     See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-7 of this Form 10-KSB.


ITEM 8.   CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     There  were  no  changes  in  or  disagreements  with  accountants  on
accounting and financial disclosure for the period covered by this report.

<PAGE>

PART III

ITEM 9    DIRECTORS,  EXECUTIVE  OFFICERS, PROMOTERS AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Our Director and Officer are as follows:
<TABLE>
Name                         Age    Positions and Offices Held
<S>                         <C>    <C>
Anthony N. DeMint            26     President, Secretary, Director
</TABLE>
     There  are no agreements or understandings for the officer or director
to  resign at the request of another person and the above-named officer and
director  is not acting on behalf of nor will act at the direction  of  any
other person.

     Set forth below is the name of our director and officer, all positions
and  offices with us held, the period during which he has served  as  such,
and the business experience during at least the last five years:

     Anthony N. DeMint acts as President, Secretary, Treasurer and Director
for  the Company. Mr. DeMint has served as an officer and Director  of  the
Company  since inception. Mr. DeMint is also sole officer and  Director  of
Navitec  Group,  Inc., Royal Acquisitions, Inc., and  TourPro  Golf,  Inc.,
which  are also blank check companies.  Since 1994, Mr. DeMint has  been  a
Director  of Securities Law Institute a securities consulting firm  located
in Las Vegas, NV and has served on the board of directors and as an officer
for  several private and public companies. Mr. DeMint currently  serves  as
Vice  President  and  as  a  Director of Secured Online  Systems,  Inc.,  a
publicly  held  consulting  firm.  From  1997-1998,  Mr.  DeMint  was  Vice
President  of operations and a Director for Worldwide Golf Resources,  Inc.
From  1995-1997,  Mr. DeMint was Chief Operating Officer, Treasurer  and  a
Director  of  a  publicly  held import and wholesale  company,  Cutty-Fleet
Trading  Co.,  where he managed day-to-day operations. Mr. DeMint  attended
Business and Economics school at the University of Nevada Las Vegas.

CURRENT BLANK CHECK COMPANIES

     The SEC reporting blank check companies that Anthony DeMint serves  as
President and Director are listed in the following table:
<TABLE>

                                Form                   Date
Incorporation Name              Type     File #    of Filing(3)  Status(l)
<S>                            <C>     <C>        <C>            <C>
Navitec Group, Inc (2a)        10SB12G  000-28225   22 Nov 99        No

Tele Special.Com (2b)          10SB12G  000-28207   19 Nov 99       Yes

TourPro Golf, Inc. (2c)        10SB12G  000-28569   20 Dec 99        No

Royal Acquisitions, Inc. (2d)  10SB12G  000-28713   30 Dec 99        No

</TABLE>
<PAGE>
(1)  Under  Merger  Status  "Merger"  represents  either  a  merger  or  an
     acquisition  has occurred or the company ceased to be  a  blank  check
     company  by  operating specific business a "No"  represents  that  the
     company  is  currently seeking merger or acquisition  candidate.  More
     detailed  information  for  each  merger  is  disclosed  in  following
     paragraphs.

(2)  (2a)  The SEC has no additional comments as of the date of this filing
     and  has granted effectiveness on December 10, 1999. (2b)  The SEC has
     no  additional comments as of the date of this filing and has  granted
     effectiveness  on  December 3, 1999. (2c)  The SEC has  no  additional
     comments  as  of the date of this filing and has granted effectiveness
     on  December 27, 1999. (2d)  The SEC has no additional comments as  of
     the  date of this filing and has granted effectiveness on January  18,
     2000.

(3)  On  the  60th day of the filing, each company becomes subject  to  the
     reporting  requirements under the Securities  Exchange  Act  of  1934,
     unless accelerated by the SEC, at the request of the company.

CONFLICTS OF INTEREST

     Our  officer  and director expects to organize other  companies  of  a
similar  nature and with a similar purpose as us. Consequently,  there  are
potential  inherent  conflicts of interest in acting  as  our  officer  and
director. Insofar as the officer and director is engaged in other  business
activities, management anticipates that he will devote only a minor  amount
of  time to our affairs. We do not have a right of first refusal pertaining
to  opportunities  that  come to management's  attention  insofar  as  such
opportunities may relate to our proposed business operations.

    A  conflict  may  arise in the event that another blank  check  company
with  which management is affiliated is formed and actively seeks a  target
company. It is anticipated that target companies will be located for us and
other blank check companies in chronological order of the date of formation
of  such  blank  check companies or, in the case of blank  check  companies
formed on the same date, alphabetically. However, any blank check companies
with  which  management is, or may be, affiliated may  differ  from  us  in
certain  items  such  as  place  of incorporation,  number  of  shares  and
stockholder,  working  capital, types of authorized  securities,  or  other
items.  It  may be that a target company may be more suitable  for  or  may
prefer  a  certain blank check company formed after us.  In  such  case,  a
business combination might be negotiated on behalf of the more suitable  or
preferred blank check company regardless of date of formation.

    The  terms of business combination may include such terms as Mr. DeMint
remaining  a  director  or  officer of the Company  and/or  the  continuing
securities  work  of  the Company being handled by the consulting  firm  of
which  Mr.  DeMint is a director. The terms of a business  combination  may
provide  for a payment by cash or otherwise to Mr. DeMint for the  purchase
or retirement of all or part of his common stock of the Company by a target
company  or  for  services  rendered incident to or  following  a  business
combination.  Mr.  DeMint would directly benefit from  such  employment  or
payment.  Such  benefits  may influence Mr. DeMint's  choice  of  a  target
company.

    We  may  agree  to  pay finder's fees, as appropriate and  allowed,  to
unaffiliated  persons  who  may bring a target company  to  us  where  that
reference  results in a business combination. No finder's fee of  any  kind
will be paid by us to management or our promoters or to their associates or
affiliates. No loans of any type have, or will be, made by us to management
or our promoters of or to any of their associates or affiliates.
<PAGE>
    We  will  not enter into a business combination, or acquire any  assets
of  any  kind for our securities, in which our management or any affiliates
or associates have a greater than 10% interest, direct or indirect.

    There  are  no binding guidelines or procedures for resolving potential
conflicts  of  interest.  Failure by management  to  resolve  conflicts  of
interest  in  favor  of us could result in liability of management  to  us.
However, any attempt by stockholder to enforce a liability of management to
us would most likely be prohibitively expensive and time consuming.

ITEM 10.  EXECUTIVE COMPENSATION

     Our  officer  and director does not receive any compensation  for  his
services rendered, has not received such compensation in the past,  and  is
not  accruing any compensation pursuant to any agreement with  us  However,
our  officer  and director anticipates receiving benefits as  a  beneficial
stockholder and, possibly, in other ways.

     No  retirement,  pension, profit sharing, stock  option  or  insurance
programs or other similar programs have been adopted by us for the  benefit
of our employees.

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth, as of December 31, 1999, each  person
known  by  us  to be the beneficial owner of five percent or  more  of  our
Common  Stock  and  our director and officer. Except as noted,  the  holder
thereof  has  sole voting and investment power with respect to  the  shares
shown.
<TABLE>
                                        Amount of
Name and Address                        Beneficial         Percent of
Of Beneficial Owner                     Ownership       Outstanding Stock
<S>                                    <C>            <C>
Anthony N. DeMint                       5,000,000             100%
1850 E. Flamingo Rd., #111
Las Vegas, NV 89119

All Executive Officers and
Directors as a Group
(1 Person)                              5,000,000             100%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On October 13, 1999, the Company issued a total of 5,000,000 shares of
Common Stock to the following persons for a total of $5,000 in services:
<TABLE>
                                    NUMBER OF                 TOTAL
NAME                                 SHARES               CONSIDERATION
<S>                                <C>                   <C>
Anthony N. DeMint                   5,000,000                $5,000
</TABLE>

     The Board of Directors has passed a resolution which contains a policy
that we will not seek an acquisition or merger with any entity in which our
officer,  director  or holder or their affiliates or  associates  serve  as
officer  or director or hold more than a 10% ownership interest. Management
is not aware of any circumstances under which this policy may be changed.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
     3.1* Certificate of Incorporation filed as an exhibit to the Company's
          registration statement on Form 10-SB filed on November  4,  1999,
          and incorporated herein by reference.
     3.2* By-Laws  filed  as  an  exhibit  to  the  Company's  registration
          statement   on  Form  10-SB  filed  on  November  4,  1999,   and
          incorporated herein by reference.
     23   Consent of Accountants
     27   Financial Data Schedule
     _____
     *    Previously filed

     (b)  There were no reports on Form 8-K filed by the Company during the
       quarter ended December 31, 1999.
<PAGE>

                                SIGNATURES

     Pursuant  to the requirements of Section 13 or 15(d) 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.

INTERCONTINENTAL CAPITAL FUND, INC.

                                   By:/s/ Anthony DeMint
                                         Anthony N. DeMint, President

                                   Dated:    January 25, 2000

     Pursuant  to the requirements of the Securities Exchange Act of  1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME                     OFFICE              DATE

/s/ Anthony DeMint
Anthony N. DeMint        Director            January 25, 2000
<PAGE>

                             TABLE OF CONTENTS


                                                                       PAGE

INDEPENDENT AUDITORS' REPORT                                            F-1

BALANCE SHEET                                                           F-2

STATEMENT OF OPERATIONS                                                 F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                       F-4

STATEMENT OF CASH FLOWS                                                 F-5

NOTES TO FINANCIAL STATEMENTS                                       F-6-F-7

<PAGE>

                          BARRY L. FRIEDMAN, P.C.
                        Certified Public Accountant

1582 TULITA DRIVE                                 OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123                      FAX NO.(702) 896-0278


                       INDEPENDENT AUDITORS' REPORT

Board Of Directors                                     January 11, 2000
Intercontinental Capital Fund, Inc.
Las Vegas, Nevada


     I  have  audited the Balance Sheet of Intercontinental  Capital  Fund,
Inc.,  (A  Development Stage Company), as of December  31,  1999,  and  the
related  Statements of Operations, Stockholders, Equity and Cash Flows  for
the  period  October  13,  1999, (inception) to December  31,  1999.  These
financial statements are the responsibility of the Company's management. my
responsibility is to express an opinion on these financial statements based
on my audit.

     I  conducted  my audit in accordance with generally accepted  auditing
standards.  Those standards require that I plan and perform  the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement. An audit includes examining, on a  test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements. An audit also includes assessing the accounting principles used
and  significant  estimates made by management, as well as  evaluating  the
overall  financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.

     In  my  opinion,  the financial statements referred to  above  present
fairly,   in   all   material   respects,   the   financial   position   of
Intercontinental  Capital  Fund, Inc., (A Development  Stage  Company),  at
December 31, 1999, and the results of its operations and cash flows for the
period  October 13, 1999, (inception) to December 31, 1999,  in  conformity
with generally accepted accounting principles.

     The  accompanying financial statements have been prepared assuming the
Company  will continue as a going concern. As discussed in Note #3  to  the
financial  statements, the Company has no established  source  of  revenue.
This  raises  substantial doubt about its ability to continue  as  a  going
concern. Management's plan in regard to these matters are also described in
Note #3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Barry L. Friedman
Certified Public Accountant

<PAGE>
<TABLE>
                    INTERCONTINENTAL CAPITAL FUND, INC.
                       (A Development Stage Company)
                             December 31, 1999

                               BALANCE SHEET


                                  ASSETS
<S>                                                          <C>
CURRENT ASSETS                                                   $       0
                                                                ----------
     TOTAL CURRENT ASSETS                                        $       0
                                                                ----------
OTHER ASSETS                                                     $       0
                                                                ----------
     TOTAL OTHER ASSETS                                          $       0
                                                                ----------
  TOTAL ASSETS                                                   $       0
                                                                ==========
</TABLE>
<TABLE>


                   LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                           <C>
CURRENT LIABILITIES
     Officers Advances (Note #6)                                 $   1,181
                                                                ----------
     TOTAL CURRENT LIABILITIES                                   $   1,181
                                                                ----------
STOCKHOLDERS' EQUITY
     Preferred stock, $.001 par value
     Authorized 10,000,000 shares
     Issued and outstanding at
     December 31, 1999-None                                      $       0

     Common stock, $.001 par value,
     Authorized 15,000,000 shares;
     Issued and outstanding at
     December 31, 1999-5,000,000 shares                          $   5,000

Additional paid-in capital                                               0

Deficit accumulated during
Development stage                                                  (6,181)
                                                                ----------
     TOTAL STOCKHOLDER'S EQUITY                                 $  (1,181)
                                                                ----------
  TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                                         $       0
                                                                ==========
</TABLE>
 The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>

                    INTERCONTINENTAL CAPITAL FUND, INC.
                       (A Development Stage Company)
             October 13, 1999,(Inception) to December 31, 1999

                          STATEMENT OF OPERATIONS
<S>                                                         <C>
INCOME
  Revenue                                                       $        0
                                                                ----------
EXPENSES
  General
  and Administrative                                            $    6,181
                                                                ----------
    TOTAL EXPENSES                                              $  (6,181)
                                                                ----------
  NET LOSS                                                      $    6,181
                                                                ==========
  Net Loss
  Per Share                                                     $  (.0012)
                                                                ==========
  Weighted average
  number of common
  shares outstanding                                             5,000,000
                                                                ==========
</TABLE>
 The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                    INTERCONTINENTAL CAPITAL FUND, INC.
                       (A Development Stage Company)


                     STATEMENT OF STOCKHOLDERS' EQUITY

                                                                Deficit
                                                              accumulated
                                                 Additional     during
                              Common Stock        paid-in     development
                           Shares      Amount     capital        stage
<S>                       <C>          <C>       <C>         <C>
October 13, 1999
issued for services        5,000,000    $  5,000  $       0     $        0

Net loss, October
13,1999(inception)
to December 31, 1999                                               (6,181)
                          ----------    -------- ----------    -----------
Balance,
December 31, 1999          5,000,000    $  5,000  $       0     $  (6,181)
                          ==========    ======== ==========    ===========
</TABLE>
 The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                    INTERCONTINENTAL CAPITAL FUND, INC.
                       (A Development Stage Company)
             October 13, 1999,(Inception) to December 31, 1999

                          STATEMENT OF CASH FLOWS
<S>                                                          <C>
Cash Flows from
Operating Activities
  Net loss                                                      $  (6,181)
  Issue common stock for services                                    5,000

Cash Flows from
Investing Activities

Changes in assets and
Liabilities
  Officers Advances                                                  1,181

Cash Flows from
Financing Activities                                                     0
                                                                ----------
Net increase in cash                                            $        0

Cash,
beginning of period                                                      0
                                                                ----------
Cash,
end of period                                                   $        0
                                                                ==========
</TABLE>
 The accompanying notes are an integral part of these financial statements

<PAGE>

                    INTERCONTINENTAL CAPITAL FUND, INC.
                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The  Company  was organized October 13, 1999, under the  laws  of  the
State  of  Nevada,  as  Intercontinental Capital  Fund,  Inc.  The  Company
currently  has no operations and, in accordance with SFAS #7, is considered
a development stage company.

     On October 13, 1999, the Company issued 5,000,000 shares of it's $.001
par value common stock for services of $5,000.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     Accounting policies and procedures have not been determined except  as
follows:

     1.   The Company uses the accrual method of accounting.

     2.    Earnings per share is computed using the weighted average number
of common shares outstanding.

     3.    The Company has not yet adopted any policy regarding payment  of
dividends. No dividends have been paid since inception.

     4.    In  April  1998,  the  American Institute  of  Certified  Public
Accountant's issued Statement of Position 98-5 ("SOP 98-511), Reporting  on
the  Costs of Start-Up Activities" which provides guidance on the financial
reporting  of start-up costs and organization costs. It requires  costs  of
start-up activities and organization costs to be expensed as incurred.  SOP
98-5  is effective for fiscal years beginning after December 15, 1998, with
initial  adoption  reported  as  the  cumulative  effect  of  a  change  in
accounting principle.

NOTE 3 - GOING CONCERN

     The  Company's  financial statements are prepared using the  generally
accepted  accounting  principles  applicable  to  a  going  concern,  which
contemplates  the realization of assets and liquidation of  liabilities  in
the  normal course of business. However, the Company has no current  source
of revenue. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. It is management's plan  to
seek  additional  capital  through  a merger  with  an  existing  operating
company.

<PAGE>

                    INTERCONTINENTAL CAPITAL FUND, INC.
                       (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS CONTINUED
                             December 31, 1999

NOTE 4 - WARRANTS AND OPTIONS

     There  are  no warrants or options outstanding to issue any additional
shares of common stock of the Company.

NOTE 5 - RELATED PARTY TRANSACTION

     The  Company  neither  owns or leases any real or  personal  property.
Office  services are provided without charge by a director. Such costs  are
immaterial  to  the financial statements and, accordingly,  have  not  been
reflected  therein. The officers and directors of the Company are  involved
in  other  business activities and may, in the future, become  involved  in
other  business  opportunities. If a specific business opportunity  becomes
available,  such  persons  may face a conflict  in  selecting  between  the
Company  and their other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 6 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger  with
an existing operating company, an officer of the Company has advanced funds
on  behalf of the Company to pay for any costs incurred by it. These  funds
are interest free.