UNITED STATES 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, 1998

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

                         Commission File Number 0-23391

                       INTERNATIONAL CAPITAL FUNDING, INC.
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

                 COLORADO                              84-1434313
          ------------------------               ----------------------
          (State of Incorporation)                   (IRS Employer
                                                 Identification Number)

                             3140 So. Peoria Street
                                   Suite K230
                                  Aurora, Colo             80014
             -----------------------------------------------------
             (Address of Principal Executive Offices(   (Zip Code)

                                 (303) 755-9832
               ---------------------------------------------------
               (Registrant's Telephone Number Including Area Code)

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_____

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

       Class                                Outstanding at June 30, 1998
Common Stock, $.0001                              500,000 shares.
     par value                             -----------------------------
                                               Outstanding Securities

<PAGE>


                       INTERNATIONAL CAPITAL FUNDING, INC.

                                   FORM 10-QSB

                                  JUNE 30, 1998

                                TABLE OF CONTENTS

                                                                        Page No.

Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Financial Statements

          Condensed Balance Sheets as of June 30,1998......................3

          Condensed Statements of Operations for the Nine
          Months Ended June 30, 1998.......................................4

          Condensed Statements of Cash Flows for the Nine Months
          Ended June 30, 1998..............................................5

          Note 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...............................................10

Item 2.   Changes in Securities...........................................10

Item 3.   Defaults Upon Senior Securities.................................10

Item 4.   Submission of Matters to a Vote of Security-Holders.............10

Item 5.   Other Information...............................................10

Item 6.   Exhibits and Reports on Form 8-K................................10


                                        2

<PAGE>


International Capital Funding, Inc.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
                                                      Unaudited    Audited
                                                        June      September
                                                      30, 1998    30, 1997
ASSETS                                                ---------   ---------
------
Current Assets:
 
Total Current Assets                                     $0          $0
                                                      -----       -----
TOTAL ASSETS                                             $0          $0
                                                      -----       -----
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES - Accounts Payable                            0           0
                                                      -----       -----
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                            7,773       1,450
 
Deficit Accumulated During The Development Stage     (7,823)     (1,500)
 
TOTAL SHAREHOLDERS' EQUITY                                0           0
                                                      -----       -----
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $0          $0
                                                      -----       -----

         See Accompanying Notes To These Unaudited Financial Statements.

<PAGE>


International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
--------------------------------------------------------------------------------
                                                      3 Months    3 Months
                                                        Ended       Ended
                                                        June        June
                                                      30, 1998    30, 1997
                                                      --------    --------
Revenue:                                                 $0          $0
 
 
Consulting                                                0           0
Office                                                    0           0
Legal & Accounting                                        0           0
                                                    -------     -------
Total Expenses                                            0           0
                                                    -------     -------
Net (Loss)                                                0           0
                                                    -------     -------
Basic (Loss) Per Common Share                         $0.00       $0.00
                                                    -------     -------
Weighted Average Common Shares Outstanding          500,000     500,000
                                                    -------     -------

         See Accompanying Notes To These Unaudited Financial Statements.
 
<PAGE>


International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           June 10,
                                                                             1991
                                                    9 Months    9 Months  (Inception)
                                                     Ended       Ended      Through
                                                      June        June       June
                                                    30, 1998    30, 1997   30, 1998
                                                    --------    --------   --------
<S>                                                      <C>         <C>        <C>
Revenue:                                                 $0          $0         $0
 
 
Consulting                                                0           0      1,500
Office                                                1,230           0      1,230
Legal & Accounting                                    5,093           0      5,093
                                                    -------     -------    -------
Total Expenses                                        6,323           0      7,823
                                                    -------     -------    -------
Net (Loss)                                           (6,323)          0     (7,823)
                                                    =======     =======    =======
Basic (Loss) Per Common Share                        ($0.01)      $0.00     ($0.02)
                                                    =======     =======    =======
Weighted Average Common Shares Outstanding          500,000     500,000    500,000
                                                    =======     =======    =======
</TABLE>

         See Accompanying Notes To These Unaudited Financial Statements.

<PAGE>


International Capital Funding, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flow
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          June 10,
                                                                            1991
                                                   9 Months    9 Months  (Inception)
                                                    Ended       Ended      Through
                                                     June        June       June
                                                   30, 1998    30, 1997   30, 1998
Cash Flows From Operating Activities:              --------    --------   --------
 
 
<S>                                                 <C>              <C>   <C>     
Net (Loss)                                          ($6,323)         $0    ($7,823)
 
Items Not Affecting Cash Flow:
 
Stock Issued For Services                                 0           0      1,500
Expenses Paid By Shareholder On Behalf Of Company     6,323           0      6,323
 
                                                          0           0          0
 
Net Cash Flows From Operations                            0           0          0
 
Cash Flows From Investing Activities:
 
 
Net Cash Flows Provided By Investing:                     0           0          0
 
 
Cash Flows From Financing Activities:
 
 
Net Cash Flows Provided By Financing                      0           0          0
 
 
Net Increase (Decrease) In Cash                           0           0          0
Cash At Beginning Of Period                               0           0          0
 
Cash At End Of Period                                    $0          $0         $0
                                                    =======     =======    =======
 
Supplementary Disclosure Of Cash Flow Information:
 
Noncash Financing Activities: - Stock Issued For
   Services                                              $0          $0     $1,500
                                                    =======     =======    =======
Expenses Paid By Shareholder On Behalf Of Company    $6,323           0     $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>
                                                                                                   Net (Loss)
                                                                                                   Accumulated
                                      Number Of    Number Of               Capital Paid            During The
                                        Shares       Shares        Common  In Excess Of Preferred  Development
                                        Common     Preferred       Stock     Par Value    Stock      Stage       Total
                                      ---------    ---------       ------  ------------ ---------  -----------   -----
<S>             <C> <C>                       <C>         <C>        <C>        <C>         <C>         <C>        <C>
Balance At June 10, 1991                      0           0          $0         $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           0                  1,500
 
Net (Loss)                                                                                          (1,500)    (1,500)
                                        -------        ----      ------    -------        ----      ------     ------
Balance At September 30, 1995, 1996     500,000           0          50      1,450           0      (1,500)         0
 And 1997
 
Expenses Paid By Shareholder                                                 6,323                              6,323
 
Net (Loss)                                                                                          (6,323)    (6,323)
                                        -------        ----      ------    -------        ----      ------     ------
Balance At June 30, 1998                500,000           0         $50     $7,773          $0     ($7,823)        $0
                                        =======        ====      ======    =======        ====      ======     ======
</TABLE>

         See Accompanying Notes To These Unaudited Financial Statements.

<PAGE>


International Capital Funding, Inc.
Notes To Unaudited Financial Statements
For The Nine Month Period Ended June 30, 1998

Note 1 - Unaudited Financial Information

The unaudited financial  information included for the three month and nine month
periods  ended  June 30,  1998 and June 30,  1997 were  taken from the books and
records  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,
1998 are not necessarily  indicative of the results  expected for the year ended
September 30, 1998.


<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
forward-looking  statements.  Such  statements  are  subject to  certain  risks,
uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
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, 1998,  reflects no assets and
no  liabilities.  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,  1998,  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.

<PAGE>


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..

     No commitments to provide  additional funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any funds will
be available to the Company to allow it to cover its expenses.

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

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>


                                    PART II

Item 1.        Legal Proceedings
               -----------------
                    Not Applicable

Item 2.        Changes in Securities
               ---------------------
                    Not Applicable

Item 3.        Defaults Upon Senior Securities
               -------------------------------
                    Not Applicable

Item 4.        Submission of Matters to a Vote of Security Holders
               ---------------------------------------------------
                    Not Applicable

Item 5.        Other Information
               -----------------
                    Not Applicable

Item 7.        Exhibits and Reports on Form 8-K
               --------------------------------
                    (a) No reports on Form 8-K were filed during the six
                        months ended June 30, 1998.

<PAGE>


In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunder duly authorized.

International Capital Funding, Inc.

By: /s/ Matthew J. Kavanaugh                             Date: September 2, 1998
        -------------------------------                        -----------------
        Matthew J. Kavanaugh
        President