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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) March 8, 2000
BENTLEY COMMUNICATIONS CORP.
(FORMERLY KYRENIA ACQUISITION CORP.)
(Exact name of registrant as specified in charter)
Florida 000-27347 58-2534003
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Oceangate Boulevard, Suite 1200, Long Beach, CA 90802-4322
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 628-5534
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 8, 2000, the Company was acquired through a reorganization agreement
with Bentley Communications Corp., a Florida company. The Board of Directors
approved the purchase of the Company by Bentley Communication Corp.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 2, 2000, the Company dismissed its certifying accountant, Stefanou &
Company, LLP. ("Stefanou"). Stefanou's report on the financial statements for
the period February 28, 1999 (date of the Company's inception) through June 30,
1999 did not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that his report for the fiscal year ended June 30, 1999 contained an
explanatory paragraph regarding the substantial doubt about the Company's
ability to continue as a going concern. The decision to dismiss Stefanou was
approved by the Company's Board of Directors. During the period of February 28,
1999 (date of Company's inception) through June 30, 1999 and subsequent interim
period through June 2, 2000, the Company has not had any disagreements with
Stefanou on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. The Company has engaged
Parker & Co., Charted Accountants ("Parker") as its certifying accountant as of
June 2, 2000 for the Company's fiscal year ending June 30, 2000.
The Company has not consulted Parker previously. Stefanou's letter, which is
required pursuant to Item 304(a)(3) of Regulation S-B, is attached.
ITEM 5. OTHER EVENTS
As of March 8, 2000, the Company changed its corporate address to 100 Oceangate,
Suite 1200, Long Beach, CA 90802-4322.
ITEM 6. RESIGNATIONS OF REGISTRANTS' DIRECTORS
On March 8, 2000, the Company appointed Mr. Gordon Lee as a member of the board
of directors.
On March 8, 2000, the Company accepted the resignation of Mr. Mike M. Mustafoglu
as a member of the board of directors and the sole officer, effective
immediately.
On March 8, 2000, the remaining board member decided not to fill the vacancy
left by Mr. Mustafoglu's resignation. Mr. Gordon Lee was also appointed as
President, Secretary, and Treasurer of the Company.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Bentley Communications Corp.*
(b) Exhibits
2 The plan of reorganization between Bentley
Communications Corp. and Kyrenia Acquisition Corp.**
16 Letter on change in certifying accountant
99 Management's Discussion and Analysis
*As attached to the Current Report on Form 8-K/A filed by Bentley Communications
Corp. on May 8, 2000.
** Included as an Exhibit to Bentley Communications Corp. Quarterly Report on
Form 10-QSB for the period ended March 31, 2000, filed June 1, 2000.
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 hereunto authorized
Date: June 1, 2000 Bentley Communications Corp.
/s/ Gordon Lee
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Gordon F. Lee
President
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