10-Q 1 0001.txt 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 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. 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 ========= 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 ========== ========== 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
Accumulated Deficit During Common Stock Paid in Development Shares Amount Capital Stage Total 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) ========== ========= ========= ========= ==========
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 $ - $ - ======== ========= 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.