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
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 333-33854
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BENTLEYCAPITALCORP.COM INC.
(Exact name of small business issuer as specified in its charter)
Washington 91-2022700
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5076 Angus Drive, Vancouver, BC Canada V6M 3M5
(Address of principal executive offices)
(604) 269-9881
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports 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 NO x
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of January 23, 2001 - 2,000,000
shares of common stock, par value $0.0001.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X].
1
BentleyCapitalCorp.com Inc.
(A Development Stage Company)
INDEX
PART I - Financial Information Page
Item 1. Financial statements (unaudited) 2
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Balance Sheet as of September 30, 2000 2
Statement of Operations for the period from March 14, 2000 to September 30, 2000 3
Statement of Cash Flows for the period from March 14, 2000 to September 30, 2000 4
Notes to the Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Results of
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Operations and Financial Condition 7
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PART II - Other Information 8
Signatures 9
BentleyCapitalCorp.com Inc.
(A Development Stage Company)
Balance Sheet
(unaudited)
September 30,
2000
$
Assets
License (Note 3) -
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Liabilities and Stockholders' Equity
Current Liabilities
Note payable (Note 4) 28,000
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Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with a par
value of $.0001; 1,500,000 common shares issued and outstanding 150
Additional Paid in Capital 14,850
Preferred Stock, 20,000,000 preferred shares authorized with a
par value of $.0001; none issued -
Deficit Accumulated During the Development Stage (43,000)
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(28,000)
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-
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Contingent Liability (Note 1)
Commitment (Note 3)
2
BentleyCapitalCorp.com Inc.
(A Development Stage Company)
Statement of Operations
(unaudited)
From March 14, 2000
(Date of Inception)
to September 30, 2000
$
Revenue -
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Expenses
Amortization of license 6,187
License written-off 18,563
Organizational expenses and accrued offering costs 8,000
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Net Loss (32,750)
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Loss per share (.02)
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Weighted average shares outstanding 1,500,000
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3
BentleyCapitalCorp.com Inc.
(A Development Stage Company)
Statement of Cash Flows
(unaudited)
From March 14, 2000
(Date of Inception)
to September 30, 2000
$
Cash Flows to Operating Activities
Net loss (32,750)
Adjustment to reconcile net loss to cash
Amortization of license 6,187
License written-off 18,563
Non-cash item
Note payable 8,000
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Net Cash Used by Operating Activities -
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Change in cash -
Cash - beginning of period -
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Cash - end of period -
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Non-Cash Financing Activities
A note payable was issued to a director
for the acquisition of a License (Notes 3 and 4) 20,000
A total of 1,500,000 shares were issued to a director
at a fair market value of $0.01 per share for the
acquisition of a License (Note 3) 15,000
Less dividend deemed paid (Note 3) (10,250)
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24,750
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Supplemental Disclosures
Interest paid -
Income tax paid -
4
BentleyCapitalCorp.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
1. Development Stage Company
BentleyCapitalCorp.com Inc. herein (the "Company") was incorporated in the
State of Washington, U.S.A. on March 14, 2000. The Company acquired a
license to market and distribute vitamins, minerals, nutritional
supplements, and other health and fitness products in the Province of
British Columbia, Canada in which the grantor of the license offers these
products for sale from various suppliers on their Web Site.
The Company is in the development stage. In a development stage company,
management devotes most of its activities in developing a market for its
products. Planned principal activities have not yet begun. The ability of
the Company to emerge from the development stage with respect to any
planned principal business activity is dependent upon its successful
efforts to raise additional equity financing and/or attain profitable
operations. There is no guarantee that the Company will be able to raise
any equity financing or sell any of its products at a profit. There is
substantial doubt regarding the Company's ability to continue as a going
concern.
In November, 2000, the Company completed an offering of 500,000 common
shares at $0.01 per share for proceeds of $5,000 pursuant to an SB-2
Registration Statement filed with the Securities and Exchange Commission.
2. Summary of Significant Accounting Policies
(a) Year end
The Company's fiscal year end is December 31.
(b) License
The cost to acquire the license was capitalized. The cost was
amortized on a straight-line basis over twelve months until June 30,
2000. During the quarter ended September 30, 2000 the license was
written-off (See Note 3).
The Company will receive from the Grantor of the license, commissions
of one-half of all the profit on all sales made through the Grantor's
Web Site. The commission revenue will be recognized in the period
The sales have occurred. The Company will report the commission
revenue on a net basis as the Company is acting as an Agent for the
Grantor and does not assume any risks or rewards of the ownership of
the products. This policy is prospective in nature as the Company has
not yet generated any revenue.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
(d) Revenue Recognition
The carrying value of the License is evaluated in each reporting
period to determine if there were events or circumstances which would
indicate a possible inability to recover the carrying amount. Such
evaluation is based on various analyses including assessing the
Company's ability to bring the commercial applications to market,
related profitability projections and undiscounted cash flows relating
to each application which necessarily involves significant management
judgment.
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2. Summary of Significant Accounting Policies (continued)
(e) 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 revenues
and expenses during the periods. Actual results could differ from
those estimates.
3. License
The Company's only asset is a license to market vitamins, minerals,
nutritional supplements and other health and fitness products in the
Province of British Columbia, Canada, through the Grantor's Web Site. The
Company desires to market these products to medical practitioners,
alternative health professionals, martial arts studios and instructors,
sports and fitness trainers, other health and fitness practitioners, school
and other fund raising programs and other similar types of customers. The
license was acquired on March 20, 2000 for a term of three years. The
Company must pay an annual fee of $500 for maintenance of the Grantor's Web
Site commencing on the anniversary date. The Grantor of the license retains
50% of the profits.
The license was assigned to the Company by the sole director and President
of the Company for consideration of 1,500,000 shares having a fair market
value of $15,000 and a note payable of $20,000. The Company has estimated
the cost of the license to its President at $24,750. The estimate is based
on an allocation of the President's cash outlay of $33,000 for common stock
of Gentry Resources, Inc., by virtue of which the President obtained the
license as well as his continued ownership of Gentry Resources, Inc. The
fair market value of $35,000, based on recent comparable transactions, was
allocated to note payable as to $20,000, par value as to $150 and
additional paid in capital as to $14,850. The excess of fair market value
over predecessor cost, being $10,250, is treated as a dividend which
increased the deficit. The Grantor of the License is not related to the
Company.
The License has been written-off to operations as at September 30, 2000 due
to the lack of historical cash flow of Vitaminmineralherb.com. However, it
is the Company's intention to determine if it is economically feasible to
commercially exploit a business plan.
4. Related Party Transactions
In addition to the license acquired from the President of the Company, he
also paid for organizational expenses and offering costs in the amount of
$8,000 which was added to the $20,000 note payable. The note payable is
unsecured, non-interest bearing and has no specific terms of repayment.
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Item 2. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Results of Operations
During the period from March 14, 2000 through September 30, 2000,
BentleyCapitalCorp.com has engaged in no significant operations other than
organizational activities, acquisition of the rights to market Vitamineralherb
and preparation for registration of its securities under the Securities Act of
1933, as amended. No revenues were received by BentleyCapitalCorp.com during
this period.
For the current fiscal year, BentleyCapitalCorp.com anticipates incurring a
loss as a result of organizational expenses, expenses associated with
registration under the Securities Act of 1933, and expenses associated with
setting up a company structure to begin implementing its business plan.
BentleyCapitalCorp.com anticipates that until these procedures are completed, it
will not generate revenues, and may continue to operate at a loss thereafter,
depending upon the performance of the business.
BentleyCapitalCorp.com's business plan is to determine the feasibility of
marketing the Vitamineralherb products in various markets, and, if the products
prove to be in demand, begin marketing and selling Vitamineralherb products.
Liquidity and Capital Resources
BentleyCapitalCorp.com remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or shareholders' equity. Consequently, BentleyCapitalCorp.com's
balance sheet as of September 30, 2000, reflects total assets of nil. The
Vitaminmineralherb.com license has been written-off to operations as at
September 30, 2000 due to the lack of historical cash flow of
Vitaminmineralherb.com. However, it is the Company's intention to determine if
it is economically feasible to commercially exploit a business plan.
BentleyCapitalCorp.com's business plan is to determine the feasibility of
selling Vitamineralherb.com products to targeted markets. Should
BentleyCapitalCorp.com determine that its business plan is feasible, it intends
to employ salespeople to call on medical professionals, alternative health
professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and other fund raising
programs and other similar types of customers to interest these professionals in
selling to their clients high-quality, low-cost vitamins, minerals, nutritional
supplements, and other health and fitness products. These professionals would
sell the products to their clients via the Internet.
In order to determine the feasibility of its business plan,
BentleyCapitalCorp.com plans, during the next six to twelve months, to conduct
research into these various potential target markets. Should
BentleyCapitalCorp.com determine that the exploitation of the license is
feasible, it will engage salespeople to market the products. Based primarily on
discussions with the licensor, BentleyCapitalCorp.com believes that during its
first operational quarter, it will need a capital infusion of approximately
$90,000 to achieve a sustainable sales level where ongoing operations can be
funded out of revenues. This capital infusion is intended to cover costs of
advertising, hiring and paying two salespeople, and administrative expenses. In
addition, BentleyCapitalCorp.com will need approximately $260,000 in the event
it determines that its market will not pay in advance and it will have to extend
credit. These expenses will exceed the funds raised by this offering, and
BentleyCapitalCorp.com will have to obtain additional financing through an
offering or capital contributions by current shareholders.
No commitments to provide additional funds have been made by management or
shareholders. Accordingly, there can be no assurance that any additional funds
will be available on terms acceptable to BentleyCapitalCorp.com or at all.
BentleyCapitalCorp.com expects to begin earning revenues shortly after a sales
force is in place.
In addition, BentleyCapitalCorp.com may engage in a combination with
another business. BentleyCapitalCorp.com cannot predict the extent to which its
liquidity and capital resources will be diminished prior to the consummation of
a business combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity with which
BentleyCapitalCorp.com may eventually combine. BentleyCapitalCorp.com has
engaged in discussions concerning potential business combinations, but has not
entered into any agreement for such a combination.
7
BentleyCapitalCorp.com will need additional capital to carry out its
business plan or to engage in a business combination. No commitments to provide
additional funds have been made by management or other shareholders.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to BentleyCapitalCorp.com or at all.
BentleyCapitalCorp.com has no commitments for capital expenditures.
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.
Dated: January 23, 2001 BentleyCapitalCorp.com Inc.
By: /s/ Michael Kirsh
Michael Kirsh, President, Secretary,
Treasurer and Director
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