BENTLEY COMMUNICATION CORP
10QSB/A, 2000-08-03
NON-OPERATING ESTABLISHMENTS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                  ---------------------------------------------

                                  FORM 10-QSB/A

                                   (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

                -------------------------------------------------

                         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 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
    -----      -----

As of July 23, 2000, the registrant had outstanding 17,170,836 shares of its
Common Stock, $.0001 par value.

<PAGE>

                         KYRENIA ACQUISITION CORPORATION

                           FORM 10-QSB/A REPORT INDEX


                                                                    PAGE NO.

PART I.   FINANCIAL INFORMATION


     ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

        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

                                      -2-
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                         KYRENIA ACQUISITION CORPORATION
                         (A DEVELOPMENTAL STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET



                                     SEPTEMBER 30, 1999  JUNE 30, 1999
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
                                      ==============     ==============


        The accompanying notes are an integral part of these statements.

                                      -3-
<PAGE>

                         Kyrenia Acquisition Corporation
                         (A DEVELOPMENTAL STAGE COMPANY)
                              STATEMENTS OF LOSSES


                                                         PERIOD FROM
                                                         FEB 28, 1999
                                      THREE              (DATE OF
                                      MONTHS             INCEPTION)
                                      ENDED              THROUGH
                                      SEPT 30, 1999      SEPT 30, 1999
                                      --------------     --------------
                                      (UNAUDITED)        (UNAUDITED)

Costs and expenses:

  Amortization                        $          78      $         333
                                      --------------     --------------
  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
                                      ==============     ==============


        The accompanying notes are an integral part of these statements.

                                      -4-
<PAGE>

                         Kyrenia Acquisition Corporation
                            STATEMENTS OF CASH FLOWS
                         (A DEVELOPMENTAL STAGE COMPANY)


                                                         PERIOD FROM
                                                         FEB 28, 1999
                                      THREE              (DATE OF
                                      MONTHS             INCEPTION)
                                      ENDED              THROUGH
                                      SEPT 30, 1999      SEPT 30, 1999
                                      --------------     --------------
                                      (UNAUDITED)        (UNAUDITED)

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
                                      ==============     ==============


        The accompanying notes are an integral part of these statements.

                                      -5-
<PAGE>

KYRENIA ACQUISITION CORPORATION
(A DEVELOPMENT 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

<PAGE>

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
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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None
None
None

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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.

Exhibits

         27.1 Financial Data Schedule


      (b) Reports on Form 8-K.

         None



 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



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