UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2009

[

]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-53442

XEBEC INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0458929B

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

63 East 11400 South, # 254, Sandy, Utah 84070

(Address of principal executive offices)

(801) 209-4012

(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 past 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

Large accelerated filer

[

]

Accelerated filer

[

]

Non-accelerated filer

[

]

Smaller reporting company

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x Noo

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class

Outstanding as of May 5, 2009

Common Stock, $.001 par value

1,885,030

TABLE OF CONTENTS

Heading

Page

PART I

—

FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results

of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4(T).

Controls and Procedures

PART II

—

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Securities Holders

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying unaudited balance sheet of Xebec International, Inc. at March 31, 2009 and related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three months ended March 31, 2009 and 2008 and the period from June 30, 1989 (date of inception) to March 31, 2009, have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. Operating results for the period ended March 31, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.

XEBEC INTERNATIONAL, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

March 31, 2009

XEBEC INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets



ASSETS

			March 31,		December 31,
			2009		2008
			(unaudited)
CURRENT ASSETS

	Cash		$	52	$	4,209

		Total Current Assets		52		4,209

		TOTAL ASSETS	$	52	$	4,209


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable		$	593	$	-
	Shareholder loans			47,501		47,501

		Total Current Liabilities		48,094		47,501

STOCKHOLDERS' EQUITY (DEFICIT)

	Common stock, $0.001 par value, 50,000,000 shares
	authorized, 1,185,030 shares issued and outstanding			1,186		1,186
	Additional paid-in capital			82,583		82,583
	Deficit accumulated during the development stage			(131,811)		(127,061)

		Total Stockholders' Equity (Deficit)		(48,042)		(43,292)

		TOTAL LIABILITIES AND STOCKHOLDERS'
		EQUITY (DEFICIT)	$	52	$	4,209




The accompanying notes are an integral part of these financial statements.

XEBEC INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(unaudited)



							From Inception
							on June 30,
			For the Three Months Ended				1989 Through
			March 31,				March 31,
			2009		2008		2009

REVENUES			$	-	$	-	$	14,194

OPERATING EXPENSES

	Depreciation expense			-		-		8,062
	General and administrative			4,750		10,538		141,162

		Total Operating Expenses		4,750		10,538		149,224

INCOME (LOSS) FROM OPERATIONS				(4,750)		(10,538)		(135,030)

OTHER EXPENSES

	Other income			-		-		3,219

INCOME (LOSS) BEFORE INCOME TAXES				(4,750)		(10,538)		(131,811)

	Income tax expense			-		-		-

NET INCOME (LOSS)			$	(4,750)	$	(10,538)	$	(131,811)

BASIC INCOME (LOSS) PER
COMMON SHARE			$	(0.00)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING				1,185,030		142,786,030

The accompanying notes are an integral part of these financial statements

XEBEC INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)


						Deficit
						Accumulated		Total
				Additional		During the		Stockholders'
	Common Stock			Paid-In		Development		Equity
	Shares	Amount		Capital		Stage		(Deficit)

Balance, June 30, 1989	-	$	-	$	-	$	-	$	-

Issuance of common stock
for cash and services at
an average price of
$0.05 per share	104,296		104		22,396		-		22,500

Additional paid-in capital
from officer	-		-		29		-		29

Issuance of common
stock for services at
$0.0002 per share	258,216		259		22,981		-		23,240

Cancellation of common
shares	(76,481)		(76)		76		-		-

Issuance of common stock
for services on May, 7 1998
at $0.0002 per share	20,000,000		20,000		(16,000)		-		4,000

Issuance of common stock
for cash on May 7, 1998
at $0.0003 per share	7,500,000		7,500		(5,000)		-		2,500

Issuance of common stock
for cash on May 7, 1998
at $0.0003 per share	15,000,000		15,000		(10,000)		-		5,000

Issuance of common stock for
services on October 28,
2003 at $0.0002 per share	50,000,000		50,000		(38,500)		-		11,500

Issuance of common stock for
services on November 1,
2003 at $0.0002 per share	25,000,000		25,000		(20,000)		-		5,000

Net loss for the period ended
December 31, 2003	-		-		-		(45,769)		(45,769)

Balance, December 31, 2003	117,786,030	$	117,787	$	(44,018)	$	(45,769)	$	28,000


The accompanying notes are an integral part of these financial statements

XEBEC INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)


									Deficit
									Accumulated			Total
						Additional			During the			Stockholders'
	Common Stock					Paid-In			Development			Equity
	Shares		Amount			Capital			Stage			(Deficit)

Balance, December 31, 2003	117,786,030		$	117,787		$	(44,018)		$	(45,769)		$	28,000

Issuance of common stock for
cash on December 15, 2004
at $0.0004 per share	25,000,000			25,000			(15,000)			-			10,000

Net loss for the year
ended December 31, 2004	-			-			-			(40,501)			(40,501)

Balance, December 31, 2004	142,786,030			142,787			(59,018)			(86,270)			(2,501)

Net loss for the year
ended December 31, 2005	-			-			-			(8,923)			(8,923)

Balance, December 31, 2005	142,786,030			142,787			(59,018)			(95,193)			(11,424)

Net loss for the year
ended December 31, 2006	-			-			-			(345)			(345)

Balance, December 31, 2006	142,786,030			142,787			(59,018)			(95,538)			(11,769)

Net loss for the year
ended December 31, 2007	-			-			-			(77)			(77)

Balance, December 31, 2007	142,786,030			142,787			(59,018)			(95,615)			(11,846)

Cancellation of common shares	(141,601,000)			(141,601)			141,601			-			-

Net loss for the year
ended December 31, 2008	-			-			-			(31,446)			(31,446)

Balance, December 31, 2008	1,185,030			1,186			82,583			(127,061)			(43,292)

Net loss for the three months
ended March 31, 2009
(unaudited)	-			-			-			(4,750)			(4,750)

Balance, March 31, 2009
(unaudited)	1,185,030	#	$	1,186	#	$	82,583	#	$	(131,811)	#	$	(48,042)


The accompanying notes are an integral part of these financial statements

(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

								From Inception
								on June 30,
				For the Three Months Ended				1989 Through
				March 31,				March 31,
				2009		2008		2009
OPERATING ACTIVITIES

	Net loss			$	(4,750)	$	(10,538)	$	(131,811)
	Adjustments to reconcile net loss to
	net cash used by operating activities:
		Depreciation			-		-		8,062
		Common stock issued for services			-		-		59,240
	Changes in operating assets and liabilities
		Increase (decrease) in accounts payable			593		(84)		593

			Net Cash Used in
			Operating Activities		(4,157)		(10,622)		(63,916)

INVESTING ACTIVITIES

		Purchase of equipment			-		-		(8,062)

			Net Cash Used in
			Investing Activities		-		-		(8,062)

FINANCING ACTIVITIES

		Proceeds from shareholder loans			-		15,000		47,501
		Common stock issued for cash			-		-		24,529

			Net Cash Provided by
			Financing Activities		-		15,000		72,030

		NET INCREASE (DECREASE) IN CASH			(4,157)		4,378		52

		CASH AT BEGINNING OF PERIOD			4,209		732		-

		CASH AT END OF PERIOD		$	52	$	5,110	$	52

SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION

	CASH PAID FOR:

		Interest		$	-	$	-	$	-
		Income Taxes		$	-	$	-	$	-


The accompanying notes are an integral part of these financial statements.

XEBEC INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2009 and December 31, 2008

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2009 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements. The results of operations for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using 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. The Company has had no revenues and has generated losses from operations.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include of merging with or acquiring an existing, operating company. In the interim the Company is dependent upon loans from management for it operating funds.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

We are a development stage company with limited assets and no current material operations or income. Ongoing expenses, including the costs associated with the preparation and filing with the SEC of requisite periodic reports, have been paid for by advances from a stockholder, which are evidenced on our financial statements as shareholder loans. We expect that we can maintain our corporate viability with limited capital. Additional necessary funds will most likely be provided in the future by directors and stockholders, although there is no agreement related to future funds and there is no assurance such funds will be available. However, unless we are able to facilitate an acquisition of or merger with an operating business or obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

Results of Operations

During the three-month period (“first quarter”) ended March 31, 2009, we incurred a net loss of $4,750 compared to a $10,538 net loss during the first quarter ended March 31, 2008. The decreased loss for the first quarter of 2009 is attributed to the 55% decrease ($5,788) in general and administrative expenses, primarily due to increased legal and accounting costs incurred during the first quarter of 2008 related to the preparation and filing with the SEC of our registration statement.

In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation related to our business and operations.

Liquidity and Capital Resources

Expenses incurred during the first quarter of 2009 were paid by a stockholder. At March 31, 2009, total assets, consisting of cash, were $52 compared to $4,209 in cash at December 31, 2008. The decrease in assets during the first quarter of 2009 is attributed to payment of general and administrative expenses and also due to $15,000 in proceeds from shareholder loans during the first quarter of 2008, compared to $0 proceeds for the 2009 period. At March 31, 2009, total liabilities were $48,094, accounted for as shareholder loans and accounts payable, compared to shareholder loans of $47,501 at December 31, 2008. Our stockholders’ deficit increased from $43,292 at December 31, 2008 to$48,042 at March 31, 2009.

We expect to continue to rely on our stockholders to pay expenses until such time as we can successfully complete an acquisition of or merger with an existing, operating company. There is no assurance that we will complete such an acquisition or merger or that the stockholder will continue indefinitely to pay expenses.

Plan of Operation

During the next 12 months, we intend to actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. This search will not be restricted to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature.

Because we lack funds, it may be necessary for officers, directors and/or stockholders to advance funds to finance operations and to accrue expenses until such time as a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if we engage outside advisors or consultants in our search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.

In the event we need to raise capital, most likely the only method available would be the private sale of securities. Being a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that we will be able to operate in this manner and to continue our search for business opportunities during the next twelve months. Also, we do not anticipate making any significant capital expenditures until we can successfully complete an acquisition or merger.

Forward-Looking and Cautionary Statements

This report includes "forward-looking statements" that may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.

When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:

●

the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;

●

uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;

●

volatility of the stock market, particularly within the technology sector; and

●

general economic conditions.

Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4(T).

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of March 31, 2009, our disclosure controls and procedures were in-effective.

Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the first quarter of fiscal 2009. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the first quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A.

Risk Factors

This item is not required for a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

This Item is not applicable.

Item 3.

Defaults Upon Senior Securities

This Item is not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

This Item is not applicable.

Item 5.

Other Information

As of June 16, 2008, our board of directors authorized and carried out a forward stock split of the 28,557,206 shares of issued and outstanding common stock on a five (5) shares for one (1) share basis. In connection with the split, we entered into agreements with five individual stockholders whereby, immediately prior to the forward stock split, the five stockholders returned to the company an aggregate of 21,450,000 shares of issued and outstanding common stock. The returned shares were immediately cancelled and returned to the company’s treasury. As a result of the stock split and cancellation of shares, we had 35, 536,030 shares outstanding.

On December 31, 2008, five stockholders agreed to contribute back to the company an aggregate of 34,351,000 shares of our issued and outstanding common stock. The shares were returned to the company and cancelled on the stock records and returned to the company’s treasury. As a result of this action, we presently have issued and outstanding 1,185,030 shares of common stock. All references to common stock herein will be on a post-split basis.

Item 6.

Exhibits

Exhibit 31.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to 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.

XEBEC INTERNATIONAL, INC.

Date: May 15, 2008

By: /S/

BARRETT HICKEN_________

Barrett Hicken

President, C.E.O. and Director

(Principal Accounting Officer)

XEBEC INTERNATIONAL, INC. 10-Q