<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, 2000
[ ] 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 0-29523
KILKENNY ACQUISITION CORPORATION
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 33-0889196
State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2600 Michelson Dr., Ste. 490, Irvine, CA 92612
--------------------------------------------------------------------------------
(Address of principal executive offices)
949 475-9600
------------
(Issuer's telephone number)
Not Applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 3, 2000, the Company had 500,000 shares of its $.001 par value
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
------- -------
<PAGE>
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Condensed Balance Sheet at September 30, 2000 (unaudited) 3
Condensed Statements of Operations for the Quarter Ended
September 30, 2000 and September 30, 1999 (unaudited) 4
Condensed Statements of Operations for the Nine Months
Ended September 30, 2000 and September 30, 1999 (unaudited) 5
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and September 30, 1999 (unaudited) 6
Notes to Condensed Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis or Plan of Operation 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
2
<PAGE>
KILKENNY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2000
ASSETS
TOTAL ASSETS $ -
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL LIABILITIES $ -
----------
SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, $.001 par value,
none issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par value,
500,000 shares issued and outstanding 500
Additional paid in capital 1,376
Deficit accumulated during the development stage (1,876)
----------
NET SHAREHOLDERS' EQUITY -
----------
$ -
==========
3
<PAGE>
<TABLE>
KILKENNY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
CUMULATIVE
THREE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
------------------------------- TO SEPTEMBER 30,
2000 1999 2000
------------- ------------- -------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
General and administrative expenses $ 150 $ - $ 1,876
------------- ------------- -------------
NET LOSS $ (150) $ - $ (1,876)
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ - $ -
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
</TABLE>
4
<PAGE>
<TABLE>
KILKENNY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
------------------------------- TO SEPTEMBER 30,
2000 1999 2000
------------- ------------- -------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
General and administrative expenses $ 1,147 $ 209 $ 1,876
------------- ------------- -------------
NET LOSS $ (1,147) $ (209) $ (1,876)
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ - $ -
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
</TABLE>
5
<PAGE>
<TABLE>
KILKENNY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
---------------------------- TO SEPTEMBER 30,
2000 1999 2000
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,147) $ (209) $ (1,876)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
------------- ------------- -------------
Net cash used by operating activities (1,147) (209) (1,876)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 500
Capital contributions 1,147 209 1,376
------------- ------------- -------------
Net cash provided by financing activities 1,147 209 1,876
------------- ------------- -------------
Net increase (decrease) in cash - - -
------------- ------------- -------------
CASH, BEGINNING OF PERIOD - - -
------------- ------------- -------------
CASH, END OF PERIOD $ - $ - $ -
============= ============= =============
</TABLE>
6
<PAGE>
KILKENNY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE A - BASIS OF PRESENTATION
------------------------------
The accompanying unaudited financial statements of Kilkenny Acquisition
Corp. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the nine months ended September
30, 2000 are not necessarily indicative of the results for any future
period. These statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December
31, 1999.
NOTE B - GOING CONCERN
----------------------
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. Additional capital
infusion is necessary in order to acquire business opportunities. This
factor raises substantial doubt about the Company's ability to continue as
a going concern.
7
<PAGE>
KILKENNY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Item 2. Plan of Operation
The Company was organized in April 1997 for the purpose of listing its
securities on an electronic stock exchange and then acquiring an interest
in a suitable operating business. The Company has not yet engaged in
business and has no revenues. As of September 30, 2000 the Company had no
assets or liabilities. The Company's plan of operation over the next 12
months is to search for a suitable acquisition candidate. Management
believes that the Company will require additional capital over the next 12
months in order to satisfy its working capital requirements. The Company
expects to acquire such additional funds from contributions to capital by
management. However, management is under no obligation to make additional
capital contributions and there can be no assurance management will do so.
In the event management is unable or unwilling to contribute additional
capital to the Company, management will attempt to obtain the necessary
capital from other sources. However, management does not believe that
there will be many, if any, sources of alternative capital for the Company
until such time as it reorganizes with an operating company. In the event
management fails to provide or arrange for additional contributions to
capital, it is unlikely that the Company will be able to conduct its
current level of operations or acquire a suitable operating company.
8
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the
Company is unaware of proceedings contemplated against it.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management
for disclosure herein.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
27 Financial Data Schedule
Reports on Form 8-K
-------------------
Inapplicable
9
<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.
KILKENNY ACQUISITION CORPORATION
By: /s/ Danilo Cacciamatta
------------------------
Danilo Cacciamatta
Chief Executive Officer
Dated: November 3, 2000
10
