<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------------------------
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
Or
[ ] 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 0-27347
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KYRENIA ACQUISITION CORPORATION
(Exact name of small business issuer as specified in its charter)
DELAWARE 95-4739148
(State of Incorporation) (IRS Employer Identification No.)
1800 CENTURY PARK EAST SUITE 600 LOS ANGELES CA 90067
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (310)229-5722
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
----- -----
As of November 9, 1999, the registrant had outstanding 5,000,000 shares of its
Common Stock, $.0001 par value.
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KYRENIA ACQUISITION CORPORATION
FORM 10-QSB REPORT INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
<S> <C>
Consolidated Balance Sheet as of September 30, 1999 3
Consolidated Statements of Losses for the Three Months
Ended September 30, 1999 4
Consolidated Statements of Cash Flows
Months Ended September 30, 1999 5
Notes to Unaudited Consolidated Financial Statements
September 30, 1999 6
ITEM 2. MANAGEMENT'S PLAN OF OPERATION 6
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 7
ITEM 5. OTHER INFORMATION 7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 7
SIGNATURES. 8
</TABLE>
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
KYRENIA ACQUISITION CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,1999 JUNE 30, 1999
<S> <C> <C>
ASSETS
Current assets:
Cash $ 500 $ 500
Organization costs less
accumulated amortization - 78
------ ------
$ 500 $ 578
====== ======
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Advance from related party $ 333 $ 333
------ ------
Total current liabilities 333 333
Stockholders' equity:
Preferred stock, par value, $.0001
per share; 20,000,000 shares
authorized ; none issued - -
Common stock, par value $.0001 per
share; 100,000,000 shares
authorized; 5,000,000 shares
issued 500 500
Deficit accumulated during
development stage (333) (333)
------ ------
Total stockholders' equity 167 245
------ ------
$ 500 $ 578
====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
Kyrenia Acquisition Corporation
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENTS OF LOSSES
<TABLE>
<CAPTION>
PERIOD FROM
FEB 28,1999
THREE (DATE OF
MONTHS INCEPTION)
ENDED THROUGH
SEPT 30,1999 SEPT 30,1999
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Costs and expenses:
Amortization $ 78 $ 333
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Net Loss $ 78 $ 333
========== ==========
Loss per common share
(basic and assuming dilution) $ 0.00 $ 0.00
========== ==========
Weighted average common shares
Outstanding 5,000,000 5,000,000
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
Kyrenia Acquisition Corporation
STATEMENTS OF CASH FLOWS
(A DEVELOPMENTAL STAGE COMPANY)
<TABLE>
<CAPTION>
PERIOD FROM
FEB 28,1999
THREE (DATE OF
MONTHS INCEPTION)
ENDED THROUGH
SEPT 30,1999 SEPT 30,1999
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(78) $(333)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization 78 333
---- -----
Net cash provided by operating
activities 0 0
---- -----
Cash flows from financing activities:
Issuance of common stock - 500
---- -----
Net increase in cash 0
Cash - beginning of period 500 0
---- -----
Cash - end of period $500 $ 500
==== =====
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
KYRENIA ACQUISITION CORPORATION
(A DEVELOPLMENTAL STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
NOTE A
1. Basis of Presentation
---------------------
The accompanying unaudited financial statements have been prepared by
Kyrenia Acquisition Corporation. (the "Company" ") pursuant to the rules and
regulations of the U. S. Securities and Exchange Commission. Certain information
and disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
all adjustments and disclosures necessary for a fair presentation of these
financial statements have been included. Such adjustments consist of normal
recurring adjustments. This Form 10-QSB Report should be read in conjunction
with annual report of Kyrenia Acquisition Corporation included in the Form 10-SB
for the period ended June 30, 1999, as filed with the U. S. Securities and
Exchange Commission.
The results of operations for the period ended September 30, 1999 are not
indicative of the results that may be expected for the year ended June 30, 2000.
2. Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.
Actual results could differ from those estimates.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company intends to merge with or acquire a business entity in exchange
for the Company's securities. The Company has no particular acquisition in mind
and has not entered into any negotiations regarding such an acquisition. Neither
the Company's officer and director nor any affiliate has engaged in any
negotiations with any representative of any company regarding the possibility of
an acquisition or merger between the Company and such other company or
identified any particular acquisition candidate. Management anticipates seeking
out a target company through solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites and similar methods. No
estimate can be made as to the number of persons who will be contacted or
solicited and no assurance can be given that any of the
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<PAGE>
persons contacted or solicited will be interested in consummating a business
combination. Management may engage in such solicitation directly or may employ
one or more other entities to conduct or assist in such solicitation. Management
and its affiliates may pay referral fees to consultants and others who refer
target businesses for mergers into public companies in which management and its
affiliates have an interest. Payments are made if a business combination occurs,
and may consist of cash or a portion of the stock in the Company retained by
management and its affiliates, or both. Additionally, the Company's sole officer
and director may receive a referral fee or other compensation from the target
business with which the Company consummates a business combination. The Company
has no full time employees. The Company's president has agreed to allocate a
portion of his time to the activities of the Company up to a maximum of 10 hours
per month, without cash compensation. The president anticipates that the
business plan of the Company can be implemented by his devoting no more than 10
hours per month to the business affairs of the Company and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officer. Management is currently involved with soliciting target companies
on behalf of blank check companies, and is involved in creating additional blank
check companies similar to this one. A conflict may arise in the event that
another blank check company with which management is affiliated actively seeks a
target company. Management anticipates that target companies will be located for
the Company and other blank check companies in chronological order of the date
of formation of such blank check companies or by lot. Other blank check
companies that may be formed, however, may differ from the Company in certain
matters such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other characteristics. It
may be that a target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation or choice by lot.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Furnish the exhibits required by Item 601 of Regulation S-B.
None
(b) Reports on Form 8-K.
None
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Kyrenia Acquisition Corporation.
By: /s/ Mike M. Mustafoglu
------------------------
Mike M. Mustafoglu
Chairman and CEO
Date: November 9, 1999
-8-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 333
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (333)
<TOTAL-LIABILITY-AND-EQUITY> 500
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<TOTAL-REVENUES> 0
<CGS> 0
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<OTHER-EXPENSES> 78
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (78)
<INCOME-TAX> 0
<INCOME-CONTINUING> (78)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (78)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
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