UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
MARCH 8, 2000
BENTLEY COMMUNICATION CORPORATION
(FORMERLY KYRENIA ACQUISITION CORP.)
(Exact name of registrant as specified in its charter)
Delaware 000-27347 95-4739148
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
100 Oceangate, Suite 750, Long Beach, CA 90802-4322
(Address of principal executive offices)
Registrant's telephone number, including area code (562) 435-5355
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 8, 2000, the Company was acquired through a
reorganization agreement with Bentley Communication Corporation,
a Florida company. The Board of Directors approved the purchase
of the Company by Bentley Communication Corporation.
ITEM 5. OTHER EVENTS
As of March 8, 2000, the Company will change its corporate
address to 100 Oceangate, Suite 750, 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Bentley Communication Corporation
P A R K E R & C O.
CHARTERED ACCOUNTANTS Page 1 of 8
_________________________________________________________________
__________________
200 - 2560 Simpson Road, Richmond BC V6X 2P9 Tel:(604) 276-9920
Fax: (604) 276-4577
A U D I T O R S' R E P O R T
To the stockholders of Bentley Communications Corp.
We have audited the statements of financial position of Bentley
Communications Corp. as at 31 December 1999 and 1998 and the
statements of earnings (loss) and deficit, of cash flows and of
changes in stockholder's equity for the years ended 31 December
1999 and 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards in Canada, which are in substantial agreement
with those in the United States of America. Those standards
require that we plan and perform an audit to obtain reasonable
assurances whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial presentation.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at 31
December 1999 and 1998 and the result of its operations, cash
flows and changes in stockholder's equity for the years ended on
31 December 1999 and 1998 in accordance with generally accepted
accounting principles in the United States of America.
These financial statements have been prepared assuming that the
Company will continue as a going concern. As stated in Note 2 to
the financial statements, the Company will require an infusion of
capital to sustain itself. This requirement for additional
capital raises substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Richmond, British Columbia, Canada
5 May 2000
/s/ Parker & Co.
PARKER & CO.
CHARTERED ACCOUNTANTS
BENTLEY COMMUNICATIONS CORP.
S T A T E M E N T O F F I N A N C I A L P O S I T I O N
Audited - See Auditors' Report
Page 2 of 8
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_________________
<TABLE>
<S> <C> <C>
AS AT 31 DECEMBER 1999 1998
_________ _________
CURRENT ASSETS
Cash $29,747 $0
Accounts receivable 14,995 -
Subscription receivable 44,500 -
---------- -----------
-
Total current assets 89,242 -
---------- -----------
-
INVESTMENT ADVANCES, NOTE 3
Advances to Angell Communications, Inc. 250,000 -
Allowance for the doubtful recovery of 249,999 -
investment advances
---------- -----------
-
Investment in Angell Communications, Inc. 1 -
---------- -----------
-
CAPITAL ASSETS, NOTE 4
Organizational costs 500 500
Accumulated amortization 100 75
---------- -----------
-
Unamortized costs 400 425
---------- -----------
-
TOTAL ASSETS $89,643 $425
=========== ============
=
AS AT 31 DECEMBER 1999 1998
_________ _________
CURRENT LIABILITIES
Accounts payable $5,614 $3,537
Due to shareholders 29,912 0
---------- -----------
-
Total current liabilities 35,526 3,537
---------- -----------
-
LONG TERM LIABILITIES
Loans payable, Note 5 500,000 -
---------- -----------
-
STOCKHOLDERS' EQUITY
Share capital, Note 6 848 101
Additional paid-in capital 491,652 15,399
---------- -----------
-
Total share capital 492,500 15,500
Deficit (938,383) (18,612)
---------- -----------
-
Total stockholders' equity (445,883) (3,112)
---------- -----------
-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $89,643 $425
=========== ============
=
DIRECTOR'S APPROVAL:
____________________________________
</TABLE>
BENTLEY COMMUNICATIONS CORP.
S T A T E M E N T O F E A R N I N G S (L O S S) A N D D E F I C I
T
Audited - See Auditors' Report
Page 3 of 8
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_________________
<TABLE>
<S> <C> <C>
FOR THE YEARS ENDED 31 DECEMBER 1999 1998
__________ __________
REVENUE
Debts forgiven by a shareholder $3,537 $42,871
----------- ------------
--- --
Total revenue 3,537 42,871
----------- ------------
--- --
EXPENSES
Office expenses 16,011 742
Advertising, promotion and public relations 14,067 779
Automobile 10,000 -
Legal - 3,676
Transfer agents fees 3,375 3,650
Registration and filing fees 2,905 -
Product research and development 25,000 -
Consulting 364,800 -
Management fees 155,000 -
Professional fees 32,271 -
Rent 27,298 -
Telephone 8,387 256
Travel 12,862
Bank charges 1,308 81
Mineral claims abandoned - 6,793
Amortization of cost of capital assets 25 25
Provision for the doubtful recovery of 249,999 -
investment advances
----------- ------------
--- --
Total expenses 923,308 16,002
----------- ------------
--- --
EARNINGS (LOSS) BEFORE INCOME TAXES (919,771) 26,869
INCOME TAXES, NOTE 7 - -
------------ -------------
-- -
NET EARNINGS (LOSS) (919,771) 26,869
DEFICIT, BEGINNING (18,612) (45,481)
------------ -------------
-- -
DEFICIT, ENDING ($938,383) ($18,612)
======== ========
EARNINGS (LOSS) PER SHARE, NOTE 8
BASIC LOSS PER SHARE ($0.12) $0.00
======== ========
DILUTED LOSS PER SHARE ($0.06) $0.00
</TABLE>
BENTLEY COMMUNICATIONS CORP.
STATEMENT OF CASH FLOWS
Audited - See Auditors' Report
Page 4 of 8
_________________________________________________________________
__________________
<TABLE>
<S> <C> <C>
FOR THE YEARS ENDED 31 DECEMBER 1999 1998
____________
___________
_
CASH PROVIDED (USED) FROM OPERATIONS
From operation
Net earnings (loss) ($919,771) $26,869
Amortization of cost of capital assets 25 25
Provision for the doubtful recovery of 249,999 -
investment advances
----------- --------------
---
Net earnings (loss) adjusted for non cash items (669,747) 26,894
----------- --------------
---
Changes in working capital other than cash
Accounts receivable (14,995) -
Subscriptions receivable (44,500) -
Accounts payable 2,077 839
Due to shareholders 29,912 (34,568)
----------- --------------
---
Total cash from changes to working capital (27,506) (33,729)
----------- --------------
---
Total cash provided (used) from operations (697,253) (6,835)
----------- --------------
---
CASH PROVIDED (USED) BY INVESTMENT ACTIVITY
Advances to Angell Communications, Inc. (250,000) -
Disposal of capital assets - 6,793
----------- --------------
---
Total cash provided (used) by financing activity (250,000) 6,793
----------- --------------
---
CASH PROVIDED (USED) BY FINANCING ACTIVITY
Proceeds from issue of loans payable 500,000 -
Proceeds from issue of common stock 477,000 -
----------- --------------
---
Total cash provided by financing 977,000 -
----------- --------------
---
----------- --------------
---
CASH CHANGE 29,747 (42)
CASH BEGINNING 0 42
----------- --------------
---
CASH ENDING $29,747 $0
======== ========
COMPRISED OF:
Cash $29,747 $0
</TABLE>
BENTLEY COMMUNICATIONS CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED 31 DECEMBER 1999 AND 1998
Audited - See Auditors' Report
Page 5 of 8
_______________________________________________________________
<TABLE>
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PREFERRED COMMON COMMON ADDITIONAL RETAINED
STOCK STOCK STOCK PAID IN EARNINGS
ISSUED ISSUED AMOUNT CAPITAL (DEFICIT)
Beginning balances, 1 - 3,450,000 $101 $15,399 ($45,481)
January 1998
Issued - - - -
Cancelled - - - -
Net earnings for the year
ended
31 December 1998 26,869
---------- ------------ ------------ ------------ ------------
--- - - - -
Balance as at 31 December - 3,450,000 $101 $15,399 (18,612)
1998
Reverse split: 1 for 20
12 February 1999
Cancelled - (3,450,000) - -
Issued - 172,500 - -
Private placement for cash
on
3 March 1999 -
Issued - 6,000,000 600 59,400
Private placement for cash
16 November 1999
Issued - 325,003 33 99,967
Less commission (10,000)
Private placement for cash
15 December 1999
Issued - 500,000 50 149,950
Commission (15,000)
Private placement for
services
28 December 1999
Issued - 640,000 64 191,936
Net earnings (loss) for the
year
ended 31 December 1999 (919,771)
---------- ------------ ------------ ------------ ------------
--- - - - -
Ending balances, 31 December - 7,637,503 $848 $491,652 ($938,383)
1999
======== ======== ======== ======== ========
</TABLE>
BENTLEY COMMUNICATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1999
Audited - See Auditors' Report Page 6 of 8
_________________________________________________________________
Note 1 THE CORPORATION AND ITS BUSINESS
Bentley Communications Corp. was incorporated in the State of
Florida, United States of America on 28 February 1992 under the
name Fogilstone Development, Inc. On 28 Janaury 1997 the Company
changed its name to Premier Mining Ventures, Inc. On 28 February
1998 the name of the Company was changed to Pure Air Technology,
Inc. On 22 February 1999 the name was changed to Startek.com.,
Inc. On 29 November 1999 the Company name was changed to Bentley
Communications Corp.
The Company has offices in Long Beach, California, USA. The
Company has been reorganized to engage in the internet sales
market or 'e' commerce. As the Company is just started in this
new business it has not established itself as a going concern.
The fiscal year end of the Company is 31 December.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These financial statements have been prepared in United States of
America dollars, which have been rounded to the nearst whole
dollar except for the net earnings (loss) per share which has
been rounded to the nearest cent, using United States of America
Generally Accepted Accounting Principles. These accounting
principles are applicable to a going concern, which contemplates
the realization and liquidation of liabilities in the normal
course of business. Current business activity has just begun and
insufficient revenue has been generated to sustain the Company as
a going concern without the infusion of additional capital.
Revenue is recorded as a sale at the time the products are
shipped from the Company's warehouse or services are povided.
Costs are recorded at the time an obligation to pay occurs and
are expensed at the time the benefit to the Company is matched to
revenue or, if there is no matching revenue, to the period in
which the benefit is realized.
Capital asset are recorded at cost. The cost of incorporation is
amortized at 5% per year.
Note 3 INVESTMENT ADVANCES
Under the terms of a letter of intent, the Company advanced
$250,000 as the first condition of a proposed merger with
Angellcom Communications, Inc. Angellcom Communications, Inc. has
not proceeded with any of the remaining conditions of the letter
of intent. Legal action has been initiated to recover the funds
advanced.
Note 4 CAPITAL ASSETS
<TABLE>
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ACCUMUMLAT
ED
COST AMORTIZATI UNAMORTIZE UNAMORTIZE
ON D D
1999 1999 1999 1998
______ ________ ________ ________
__
Incorporation $500 $100 $400 $425
costs
====== ======= ======= =======
=
</TABLE>
_________________________________________________________________
__________________
BENTLEY COMMUNICATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1999
Audited - See Auditors' Report Page 7 of 8
_________________________________________________________________
______________
Note 5 LOANS PAYABLE
The loans payable are subordinated convertible promissory notes
at 6% annual interest of various dates in 1999, with various
conversion prices. The loan is repayable on 5 October 2001.
Subsequent to the year end all of the notes were converted into
2,833,333 common shares with a par value of $0.0001.
Note 6 SHARE CAPITAL
Authorized share capital:
On 26 June 1996 the Company amended and restated its articles of
incorporation which provide for changing the authorized stock
from 50,000 common shares to 100,000,000 shares of which
20,000,000 shares at $0.0001 par value are preferred shares and
80,000,000 shares at $0.0001 par value are common shares. The
authorized stock is unchanged as at 31 December 1999.
Issued share capital:
During the 1999 and 1998 the following changes were made to the
issued share capital:
On 12 February 1999 the Company combined 20 of its common shares
in exchange for 1 new common share. As a result 3,450,000 common
shares were cancelled and 172,500 common shares were reissued.
On 1 March 1999 the Company through a private placement issued
6,000,000 common shares with a par value of $0.0001 for $0.01 per
share for $60,000 of cash.
On 16 November 1999 the Company issued by private placement
325,003 free trading common shares with a par value of $0.0001
for $0.31 per share for $100,000. A 10% finders fee of $10,000
was paid to an investment banker.
On 15 December 1999 the Company issued by private palcement
500,000 free trading common shares with a par value of $0.0001
for $0.30 per share for $150,000 cash. A 10% finders fee of
$15,000 was paid to an investment banker.
On 28 December 1999 the Company issued in conjunction with an
advisory agreement 640,000 common shares with a par value of
$0.0001 for $0.30 per share for $192,000 of consulting services.
These shares are "control securities" which cannot be sold except
pursuant to certain limitations and restrictions.
Note 7 INCOME TAXES
Income taxes on losses have not been reflected in these financial
statement as it is not virtually certain that these losses will
be recovered before the expiry period of the loss carry forwards.
The accumulated loss carry forward is $938,383.
_________________________________________________________________
_________________
BENTLEY COMMUNICATIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1999
Audited - See Auditors' Report Page 8 of 8
_________________________________________________________________
________________
Note 8 LOSS PER SHARE
Basic loss per share is computed by dividing losses available to
common stockholders by the weighted-average number of common
shares during the period. Diluted loss per share is calculated on
the weighted average number of common shares that would have
resulted if dilutive common stock equivalents or potential
dilutive common stock equivalents had been converted to common
stock.
Note 9 RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. Office
services are provided by the President and Secretary of the
Company. Such costs are immaterial to the financial statements.
In addition, the President of the Company holds $200,000 and the
Secretary holds $50,000 of the subordinated notes payable.
The Officers and Directors have many outside business interest
none of which presently conflict with the business interest of
the Company. The Company does not have a policy in place to
handle such a conflict.
Note 10 COMMITMENTS AND SUBSEQUENT EVENTS
a) On 8 December 1999 the Company enterred into a consulting
agreement with Roctech H.K. Limited who are to act as the
Company's Asian representative in the sourcing of new products to
be sold over the internet. The agreement required the Company to
issue on 12 April 2000 1,000,000 common shares with a par value
of $0.001 for an issue price of $0.30 or $300,000. In addition,
the Company is required to fund on a best efforts basis by 30
June 2000 $2,000,000 to Roctech H.K. Limited for working capital.
b) Employment agreements. On 1 January 2000 the Company enterred
into employment agreements with three of its employees for the
two years ended 31 December 2001. Under the terms of these
ageements the Company committed to salaries of $30,000 per month,
the issue of 1,500,000 common shares with a par value of $0.0001
at an estimated price of $0.30 per share, or $450,000 and
1,800,000 stock options which are earned and vested quarterly
with an exercise price of $2.00 per share.
c) Advisory agreements. On 14 December 1999 and 5 Janaury 2000
the Company enterred into six advisory agreements for future
services over a twelve month period in exchange for 1,440,000
common shares with a par value of $0.0001 and an issue price of
$0.30 or $432,000. 640,000 of these share were issued in 1999 for
$192,000 on 28 December 1999. The balance of 800,000 common
shares were issued on 7 March 2000.
d) On 8 March 2000 the Company acquired all of the issued share
capital of Kyrenia Acquisition Corporation for 10,000 common
shares with a par value of $0.0001 for $0.75 per share or $7,500.
e) On 12 April 2000 the $500,000 of subordinated notes were
converted to 2,833,333 common shares with a par value of $0.0001
at an average conversion price of $0.18 per share.
_________________________________________________________________
___________________
(b) Pro Forma Financial Information
Operations of Bentley Communication Corporation are
deminimous and pro forma statements of operatoins are the
same as submitted by Kyrenia Acquisition Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bentley Communication Corporation
By: /s/ Gordon Lee
Gordon Lee,
President/Secretary/Treasurer
Date: May 5, 2000
