<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 DECEMBER 31, 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
-------------------------------------------------
KYRENIA ACQUISITION CORPORATION
(Exact name of small business issuer as specified in its charter)
DELAWARE 95-4739148
(State of Incorporation) (IRS Employer Identification No.)
9800 SOUTH SEPULVEDA BLVD. SUITE 625
LOS ANGELES CA 90045
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (310) 342-0760
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
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 17,170,836 shares of Common Stock
($.0001 par value) as of July 23, 2000.
Transitional small business disclosure format: Yes [ ] No [x]
<PAGE>
KYRENIA ACQUISITION CORPORATION
FORM 10-QSB REPORT INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet as of December 31, 1999
Statements of Losses for the Six Months
ended December 31, 1999 and the Period February 28, 1999 (date of
inception) through December 31, 1999
Statements of Cash Flows for the Six Months
ended December 31, 1999 and the Period February 28, 1999 (date of
inception) through December 31, 1999
Notes to Unaudited Consolidated Financial Statements
December 31, 1999
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
KYRENIA ACQUISITION CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999 JUNE 30, 1999
---------------- ----------------
(UNAUDITED)
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) (255)
---------------- ----------------
Total stockholders' equity 167 245
$ 500 $ 578
================ ================
The accompanying notes are an integral part of these statements.
<PAGE>
KYRENIA ACQUISITION CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENTS OF LOSSES
UNAUDITED
PERIOD FROM
FEBRUARY 28, 1999
(DATE OF INCEPTION)
SIX MONTHS ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1999
-------------------- --------------------
Costs and expenses:
Amortization $ 78 $ 333
-------------------- --------------------
Net loss before taxes 78 333
Provision for taxes - -
-------------------- --------------------
Net loss $ 78 $ 78
Loss per common share
(basic and assuming dilution) $ 0.00 $ 0.00
Weighted average common shares
outstanding 5,000,000 5,000,000
The accompanying notes are an integral part of these statements.
<PAGE>
KYRENIA ACQUISITION CORPORATION
STATEMENTS OF CASH FLOWS
(A DEVELOPMENTAL STAGE COMPANY)
(UNAUDITED)
PERIOD FROM
FEBRUARY 28, 1999
(DATE OF INCEPTION)
SIX MONTHS ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1999
-------------------- --------------------
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 - -
Cash flows from financing
activities:
Issuance of common stock - 500
-------------------- --------------------
Net cash provided in financing
activities - 500
Net increase (decrease) in cash
and cash equivalents - 500
Cash and cash equivalents at
beginning of period 500 -
-------------------- --------------------
Cash and cash equivalents at end
of period $ 500 $ 500
==================== ====================
The accompanying notes are an integral part of these statements.
<PAGE>
KYRENIA ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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 December 31, 1999 are not
indicative of the results that may be expected for the year ended June 30, 2000.
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 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
<PAGE>
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.
Forward Looking Statements
--------------------------
This Form 10-QSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements included
herein that address activities, events or developments that the Company expects,
believes, estimates, plans, intends, projects or anticipates will or may occur
in the future, are forward-looking statements. Actual events may differ
materially from those anticipated in the forward-looking statements. Important
risks that may cause such a difference include: general domestic and
international economic business conditions, increased competition in the
Company's markets and products. Other factors may include, availability and
terms of capital, and/or increases in operating and supply costs. Market
acceptance of existing and new products, rapid technological changes,
availability of qualified personnel also could be factors. Changes in the
Corporation's business strategies and development plans and changes in
government regulation could adversely affect the Company. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate.
There can be no assurance that the forward-looking statements included in this
filing will prove to be accurate. In light of the significant uncertainties
<PAGE>
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Corporation
that the objectives and expectations of the Company would be achieved.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None
(c) None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
None
<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/ Gordon F. Lee
------------------------
Gordon F. Lee
Chief Executive Officer
Date: August 2, 2000
