<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10QSB


       [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1999

                                      or

       [  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from N/A  to N/A

                          Commission File No. 0-23391

                      INTERNATIONAL CAPITAL FUNDING, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Colorado                                84-1434313
------------------------------               ---------------------
State or other jurisdiction of               (I.R.S. Employer
incorporation or organization                Identification Number)

               7345 East Peak View, Englewood, Colorado    80111
            ------------------------------------------------------
            (Address of Principal Executive Offices)     (Zip Code)


       Registrant's telephone number, including area code (303) 689-9601

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the  preceding 12 months (or for such  shorter  period that the
registrant  was required  to file  such  reports),  and  (2) has  been
subject  to such  filing requirements for the past 90 days.   [X] Yes   [ ] No

The number of shares outstanding of the issuer's classes of common shares, as
of the latest practicable date:

               Class                    Outstanding at June 30, 1999
               -----                    ----------------------------

          Common Stock, $.0001               500,000 shares
               par value                  Outstanding Securities


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                      INTERNATIONAL CAPITAL FUNDING, INC.

                                  FORM 10-QSB

                                 June 30, 1999

                               TABLE OF CONTENTS


                                                               Page No.
                                                               -------
Part I.  FINANCIAL INFORMATION

     Item 1.   Financial Statements

          Condensed Financial Statements

          Condensed Balance Sheets as of June 30, 1999            3

          Condensed Statements of Operations for the Three
          Months Ended June 30, 1999                              4

          Condensed Statements of Cash Flows for the Nine
          Months Ended June 30, 1999                              5

          Notes to financial Statements                           6

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations      7

Part II.  OTHER INFORMATION

     Item 1.   Legal Proceedings                                  9

     Item 2.   Changes in Securities                              9

     Item 3.   Defaults Upon Senior Securities                    9

     Item 4.   Submission of Matters to a Vote of
               Security-Holders                                   9

     Item 5.   Other Information                                  9

     Item 6.   Exhibits and Reports on Form 8-K                   9


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<PAGE>
                      INTERNATIONAL CAPITAL FUNDING, INC.
                         (A Development Stage Company)

                                 Balance Sheet
<TABLE>
<CAPTION>
                                              Unaudited        Audited
                                               June 30,     September 30,
                                                 1999           1999
                                              -----------   ------------
<S>                                           <C>           <C>

     ASSETS

Current Assets:
Total Current Assets                          $        0    $         0
                                              -----------   ------------
  TOTAL ASSETS                                $        0    $         0
                                              ===========   ============

     LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES - Accounts Payable                $    2,671    $     2,249
                                              -----------   ------------
SHAREHOLDERS' EQUITY:

Preferred Stock, Par Value $.01 Per Share;
  Authorized  100,000,000  Shares;
  Issued  and outstanding -0-

Common Stock, $.0001 Par Value;
  Authorized 500,000,000 Shares; Issued
  and outstanding 500,000 shares                      50             50

Additional Paid-In Capital                        11,494          7,723

Deficit Accumulated During The Development
 Stage                                           (14,215)       (10,022)
                                              -----------   ------------
TOTAL SHAREHOLDERS' EQUITY                        (2,671)        (2,249)
                                              -----------   ------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $        0    $         0
                                              ===========   ============
</TABLE>



        See Accompanying Notes To These Unaudited Financial Statements.


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                      INTERNATIONAL CAPITAL FUNDING, INC.
                         (A Development Stage Company)

                       Unaudited Statement Of Operations

<TABLE>
<CAPTION>
                                               3 Months       3 Months
                                                 Ended          Ended
                                               June 30,       June 30,
                                                 1999           1998
                                              -----------   ------------
<S>                                           <C>           <C>

Revenue:                                      $        0    $         0
                                              -----------   ------------
Office                                               144              0

Legal & Accounting                                 1,328              0
                                              -----------   ------------
Total Expenses                                     1,472              0
                                              -----------   ------------
Net (Loss)                                    $   (1,472)   $         0
                                              ===========   ============
Basic (Loss) Per Common Share                 $     0.00    $      0.00
                                              ===========   ============
Weighted Average Common Shares Outstanding       500,000        500,000
                                              ===========   ============
</TABLE>












        See Accompanying Notes To These Unaudited Financial Statements


<PAGE>
<PAGE>
                      INTERNATIONAL CAPITAL FUNDING, INC.
                         (A Development Stage Company)

                       Unaudited Statement Of Operations


<TABLE>
<CAPTION>
                                               9 Months       9 Months
                                                 Ended          Ended
                                               June 30,       June 30,
                                                 1999           1998
                                              -----------   ------------
<S>                                           <C>           <C>

Revenue:                                      $        0    $         0
                                              -----------   ------------
Consulting                                             0              0

Office                                               740          1,230

Legal & Accounting                                 3,453          5,093
                                              -----------   ------------

Total Expenses                                     4,193          6,323
                                              -----------   ------------
Net (Loss)                                    $   (4,193)   $    (6,323)
                                              ===========   ============
Basic (Loss) Per Common Share                     ($0.01)        ($0.01)
                                              ===========   ============
Weighted Average Common Shares Outstanding       500,000        500,000
                                              ===========   ============

</TABLE>












        See Accompanying Notes To These Unaudited Financial Statements.


<PAGE>
<PAGE>
                      INTERNATIONAL CAPITAL FUNDING, INC.
                         (A Development Stage Company)

                       Unaudited Statement Of Cash Flow

<TABLE>
<CAPTION>
                                               9 Months       9 Months
                                                 Ended          Ended
                                               June 30,       June 30,
                                                 1999           1998
                                              -----------   ------------
<S>                                           <C>           <C>

Cash Flows From Operating Activities:

  Net (Loss)                                  $   (4,193)   $    (6,323)
  Stock Issued For Services                            0              0
  Expenses Paid By Shareholder On Behalf
     of Company                                    3,771          4,318
  Increase (Decrease) In Accounts Payable            422          2,005
                                              -----------   ------------
     Net Cash Flows From Operations                    0              0
                                              -----------   ------------
Cash Flows From Investing Activities:

     Net Cash Flows Provided By Investing              0              0
                                              -----------   ------------
Cash Flows From Financing Activities:

     Net Cash Flows Provided By Financing              0              0
                                              -----------   ------------
Net Increase (Decrease) In Cash                        0              0

Cash At Beginning Of Period                            0              0
                                              -----------   ------------
Cash At End Of Period                         $        0    $         0
                                              ===========   ============
Supplementary Disclosure Of Cash Flow
  Information:

  Noncash Financing Activities:               $        0    $         0
                                              -----------   ------------
  Stock Issued For Expenses Paid
     by Shareholder on Behalf
     of Company                               $    3,471    $     6,323
                                              ===========   ============
</TABLE>

        See Accompanying Notes To These Unaudited Financial Statements.

<PAGE>
                      INTERNATIONAL CAPITAL FUNDING, INC.
                         (A Development Stage Company)

                  Unaudited Statement of Shareholders' Equity

<TABLE>
<CAPTION>
                        Number of    Number of                Capital Paid
                         Shares       Shares        Common    in Excess of
                         Common      Preferred          Stock     Par Value
                      ------------  ----------- ------------  ------------
<S>                   <C>           <C>         <C>           <C>


Balance At June 10,
  1991                           0           0             0             0

January 13, 1995 issued
  500,000 Shares of
  $.0001 Par Value
  Common Stock for
  services valued at
  $1,500 or $.003
  per share                500,000           0            50         1,450
                      ------------  ----------- ------------  ------------
Balance At September
  30, 1995, 1996
  And 1997                 500,000           0            50         1,450

Expenses Paid by
  Shareholder                    0           0             0         6,273
                      ------------  ----------- ------------  ------------
Balance At September
  30, 1998                  500,000          0            50         7,723

Expenses Paid by
  Shareholder                    0           0             0         3,771
                      ------------  ----------- ------------  ------------
Unaudited Balance at
  June 30, 1999            500,000           0  $         50  $     11,494
                      ============  =========== ============  ============
</TABLE>






        See Accompanying Notes To These Unaudited Financial Statements.

<PAGE>
<PAGE>
                      INTERNATIONAL CAPITAL FUNDING, INC.

                    Notes To Unaudited Financial Statements
                For The Three Month Period Ended June 30, 1999

Note 1 - Unaudited Financial Information
----------------------------------------

     The unaudited financial information included for the three month and nine
month interim period ended June 30, 1999 were taken from the books and records
and without audit.  However, such information reflects all adjustments
(consisting only of normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim periods
presented).  The results of operations for the nine month period ended June
30, 1999 are not necessarily indicative of the results expected for the fiscal
year ended September 30, 1999.

Note 2 - Financial Statements
-----------------------------

     Management has elected to omit substantially all footnotes relating to
the condensed financial statements of the Company included in the report.  For
a complete set of footnotes, reference is made to the Company's Annual Report
for the year ended September 30, 1998 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.


<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS

Forward-Looking Statements May Not Prove Accurate
-------------------------------------------------

     When used in this Form  10-QSB,  the  words  "anticipate,"  "estimate,"
"expect,"   "project,"  and  similar   expressions   are  intended  to
identify uncertainties  and  assumptions  including  the  possibility  that
the Company's Internet backbone will fail to generate  projected  revenues or
the Company will be unable to satisfy certain settlement agreements.  Should
one or more of these risks of  uncertainties  materialize,  or should
underlying  assumptions  prove incorrect, actual results may vary materially
from those anticipated,  estimated or projected.

Liquidity and Capital Resources
-------------------------------

     The  Company is in the  development  stage and,  since  inception,  has
experienced  no significant   change  in  liquidity  or  capital  resources
or stockholder's  equity other than the receipt of services valued in the
amount of $1,500.   The Company's  balance sheet as of June 30, 1999  reflects
no  assets and liabilities of $2,671.  Further,  there exists no agreements or
understandings with regard to loan  agreements  by or with the  Officers,
Directors,  principals or affiliates of the Company.

     The Company will attempt to carry out its plan of business as discussed
above.  The  Company  cannot  predict to what extent its lack of  liquidity
and capital  resources will hinder its business plan prior to the
consummation of a business combination.

Results of Operations
---------------------

     During the  period from  June 1991 (inception)  through June 30, 1999,
the Company has engaged in no significant  operations other than
organizational activities and the  preparation  for  registration  of its
securities  under the Securities  Exchange Act of 1934, as amended.  No
revenues have been received by the Company during this period.

     The Company anticipates that until a business  combination is completed
with an acquisition candidate,  it will not generate revenues and may operate
at a loss after completing a business  combination,  depending upon the
performance of the acquired business.

Need for Additional Financing
-----------------------------

     The Company  believes that its existing  capital will not be sufficient
to meet the Company's  cash needs,  including  the costs of compliance  with
the continuing  reporting  requirements  of the Securities  Exchange Act of
1934, as amended.  Once a business  combination  is completed,  the  Company's
needs for additional  financing  are  likely to  increase  substantially,
however,  there currently  exists no plan or  understanding  by which  the
Company  will  raise capital, either debt or equity, over the next twelve (12)
months.

     The Company might seek to compensate  providers of services by issuance
of stock in lieu of cash.

Acquisition of XML - Technologies, Inc.
--------------------------------------

     Subsequent to June 30, 1999, the Company entered into an agreement to
acquire 100% of the outstanding common stock of XML - Technologies, Inc., a
Nevada corporation ("XML").  As of the date of this Report, the acquisition of
XML had not yet closed, although it is expected to be consummated in the near
future.

     Prior to completing the acquisition of XML, the Company will effect a 1-
for-10 forward split of its Common Stock, resulting in there being a total of
5,000,000 shares of Common Stock outstanding.  In the acquisition, the Company
plans to issue to the shareholders of XML, pro rata, a total of 12,500,000
shares of Common Stock.  Also, concurrently with the closing, the Company
plans to complete a private offering of Common Stock which is currently being
held in abeyance in escrow.  The private offering, when completed, will
involve the sale of 2,350,000 shares of Common Stock at a price of $1.00 per
share.  In addition, investors in the offering will receive a warrant
exercisable for 12 months to purchase additional Common Stock at escalating
exercise prices.

Impact of the Year 2000 Issue
-----------------------------

     The Year 2000 Issue is the result of computer  programs  being  written
using two digits  rather  than four to define the  applicable  year.  Any of
the Company's  computer programs that have date- sensitive  software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a  system  failure  or  miscalculations   causing
disruptions  of  operations, including,  among other things, a temporary
inability to process  transactions, send invoices, or engage in similar normal
business activities.

     Based on a recent  assessment,  the  Company,  in its  present  status,
determined  that it will  not be  required  to  modify  or  replace
significant portions of its software so that its  computer  systems  will
properly  utilize dates beyond December 31, 1999.



<PAGE>
<PAGE>
                                    PART II


ITEM NO. 1 - LEGAL PROCEEDINGS

     Not Applicable.

ITEM NO. 2 - CHANGES IN SECURITIES

     Not Applicable.

ITEM NO. 3 - DEFAULTS UPON SENIOR SECURITIES

     Not Applicable.

ITEM NO. 4 - SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS

     Not Applicable

ITEM NO. 5 - OTHER INFORMATION

     Not Applicable.

ITEM NO. 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  No reports  on Form 8-K were  filed  during the nine months ended
June 30, 1999.


<PAGE>
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                                  SIGNATURES
                                  ----------

     In accordance with the requirements of the Securities  Exchange Act of
1934, the Registrant  has duly  caused  this  Report  to be  signed  on its
behalf by the undersigned thereunto duly authorized.


                                   INTERNATIONAL CAPITAL FUNDING, INC.


Date: August 20, 1999              By:  /s/  Peter Shandro
     ----------------                   -----------------------------------
                                        Peter Shandro, CEO, President,
                                        Director


                                   By:  /s/ Simon Anderson
                                        -----------------------------------
                                          Simon Anderson, CFO, Director