United States Securities and Exchange Commission Washington, DC 20549 FORM 10Q SB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT Commission file Number 333 - 32564 XUNANTUNICH INC. Exact name of small business issuer as specified in its charter Nevada 76-0602960 (State or other jurisdiction of I.R.S. Employer Identification No. incorporation or organization) 3e - 2775 Fir Street, Vancouver, BC V2X 4B4 Canada (Address of principal executive office) (604) 734-3546 Issuer's telephone number NA (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS Check whether the registrant filed all documents and reports required To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of Securities under a plan confirmed by a court. Yes ____ No ____ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the Issuer's common equity as of the last practicable date: 1,350,000 shares Transitional Small Business Disclosure Format (check one) Yes ___ No X PART I FINANCIAL INFORMATION Item 1. Financial Statements. Financial Statements for the three month and six month periods ending June 30, 2002 follow: XUNANTUNICH INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET AS AT SEPTEMBER 30, 2002 (PREPARED BY MANAGEMENT) ASSETS CURRENT ASSETS: $ 0 TOTAL ASSETS 0 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: DUE TO RELATED PARTY 8,820 STOCKHOLDERS' EQUITY: COMMON STOCK, $0.001 PAR VALUE; 100,000,000 SHARES AUTHORIZED AND 5,250,000 SHARES ISSUED AND OUTSTANDING 2,750 ADDITIONAL PAID-IN CAPITAL 11,284 DEEMED DIVIDEND RE: LICENSE RIGHTS (2,000) (DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (20,854) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 8,820) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 SEE ATTACHED NOTES XUNANTUNICH INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001 (PREPARED BY MANAGEMENT) THREE MONTHS NINE MONTHS ENDED SEPTEMBER 30 ENDED SEPTEMBER 30 2002 2001 2002 2001 REVENUES: $ 0 $ 0 $ 0 $ 0 OPERATING EXPENSES OFFICE EXPENSES AND FILING FEES 350 0 610 800 LEGAL AND ACCOUNTING 250 0 710 6,700 TOTAL OPERATING EXPENSES 600 0 1,320 7,500 NET (LOSS) FOR THE PERIOD $ ( 600) $ ( 0) $ (1,320) $(7,500) NET (LOSS) PER SHARE $ ( 0.00) $( 0.00) $ (0.00) $( 0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,250,000 5,250,000 5,250,000 5,250,000 SEE ATTACHED NOTES XUNANTUNICH INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001 (PREPARED BY MANAGEMENT) NINE MONTHS ENDED SEPTEMBER 30 2002 2001 CASH FLOWS FROM (BY) OPERATING ACTIVITIES: NET (LOSS) FOR THE PERIODS $ ( 1,320) $ (7,500) LESS INCREASE IN AMOUNTS DUE TO RELATED PARTY 1,320 7,500 NET CASH FROM (BY) OPERATING ACTIVITIES 0 0 CASH FLOWS FROM (TO) INVESTING ACTIVITIES 0 0 CASH FLOWS FROM (TO) FINANCING ACTIVITIES: 0 0 INCREASE (DECREASE) IN CASH 0 0 CASH, BEGINNING OF PERIOD 0 0 CASH, END OF PERIOD $ 0 $ 0 SEE ATTACHED NOTES NOTES TO UNAUDITED FINANCIAL STATEMENTS (PREPARED BY MANAGEMENT) NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with US Securities and Exchange Commission ("SEC") requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the year ended December 31, 2001 financial statements of Xunantunich Inc. The results of operations for the interim period shown in this report are not necessarily indicative of the results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operation. All such adjustments are of a normal recurring nature. NOTE 2 - RELATED PARTY TRANSACTIONS The Company has entered into an agreement made effective July 1, 1999 with David R. Mortenson & Associates (Grantor) to receive the rights to distribute the water treatment products developed by NW Technologies, Inc. for the States of Arizona and Nevada. Minimum purchase requirements were $125,000 the first year and $175,000 the second year. On July 6, 1999 the Company filed a Form D pursuant to Section 3(b) of the Securities Act and Rule 504 promulgated thereunder, with the Securities and Exchange Commission registering the issuance of 200,000 shares of common stock to each of the ten general partners of David R. Mortenson and Associates, a Texas general Partnership. The shares were issued at a price of $0.001 per share being the par value per share for a total of $2,000 in exchange for the water remediation license. The water remediation license is recorded a cost of $NIL, being the original cost of the license to David R. Mortenson and Associates. The difference between the issue price of the shares and the cost of the license is recorded as a deemed dividend. The agreement with David R. Mortenson & Associates was entered into by previous management. In December, 1999 N.W. Technologies, Inc. unilaterally cancelled its contract with David Mortenson & Associates. Early in the year 2000 David Mortenson & Associates laid suit against N.W. Technologies, Inc. in Harris County Court, Texas. In the opinion of management, the Company has no direct or indirect interest in the Texas lawsuit In a letter dated January 5, 2000 David Mortenson & Associates suspended all present and future payments under the License Agreement until their dispute with N.W. Technologies is resolved. Due to the dispute regarding the water remediation license, David R. Mortenson and Associates gave and additional license to the Company on January 20, 2000. The license is to distribute vitamins, minerals, herbs and other health products and supplements via the Internet. The license calls for a 10% add-on for all products purchased and an annual $500 website maintenance fee. The effective date of the License Agreement was January 3, 2000. The license is for an initial three years from the effective date and is automatically renewable unless either party to the license agreement gives ninety days written notice of non-renewal prior to expiration date. No amounts have been recorded in these financial statements regarding the granting of the license. Dorothy Mortenson is the wife of David R. Mortenson. She is an original incorporator of the Company and served as Corporate Secretary until January 17, 2000 when her shares were purchased by present management. David R. Mortenson is a principal in both David Mortenson & Associates and VitaMineralHerb.com. Neither Mr. nor Mrs. Mortenson own or have owned any of the Company's securities since November 24, 1999. Outside of his association with VitaMineralHerb.com, Mr. Mortenson has no connection with Xunantunich. As a result, management considers that he is at arms length with the Company. Due to related party as at September 30, 2002 $8,820 Item 2. Management's Discussion and Analysis or Plan of Operation. Xunantunich Inc. has a three-year license to market and sell vitamins, minerals, nutritional supplements, and other health and fitness products to medical professionals, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness professionals, school and other fund raising programs and other similar types of customers. All of these individuals and organizations will order their products via the Internet for sale to their clients. The license will be automatically renewed unless the Company or VitaMineralHerb.com gives the other notice of its intent not to renew. As a licensee of VitaMineralHerb.com, Xunantunich Inc. eliminates the need to develop products, store inventory, build and maintain a website, establish banking liaisons, and develop a fulfillment system, thereby enabling us to focus strictly on marketing and sales. The Company plans to target health and fitness professionals in the Province of Alberta, Canada who wish to offer health and fitness products to their customers. Xunantunich (and its customers) will have access to all products offered on the VitaMineralHerb.com website, as well as the ability to order custom-formulated and custom-labeled products. VitaMineralHerb.com sets the price for products based on the manufacturer's price, plus a markup that provides a 10% commission to VitaMineralHerb.com and a profit for Xunantunich Inc. (b) Management's discussion and analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources Xunantunich Inc. remains in the development stage and, since inception, has experienced some small expenses for the preparation of financial statements and periodic reports as required by the Securities Exchange Act of 1934. Consequently, our balance sheet for the period ending June 30, 2000 reflects current assets of $ 0.00 in the form of cash, and total assets of $ 0.00. We will carry out our plan of business as discussed above. We cannot predict to what extent liquidity and capital resources will be diminished prior to the consummation of a business combination. We believe that our existing capital will not be sufficient to meet our cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act. As a result, we believe that we must do all or part of the self underwritten offering contained in the recently effective registration statement filed by the Company in order to have the funds necessary to proceed with our business plan. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available. Irrespective of whether the cash assets prove to be inadequate to meet operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Securities Holders None Item 6. Exhibits and Reports on Form 8K None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. XUNANTUNICH INC. Dated November 13, 2002 /S/ Mark Cramer Mark Cramer, President and Director /S/ Florence Cramer Florence Cramer, Secretary/Treasurer and Director