Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 2001
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[ ] TRANSITION REPORT UNDER 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. 000-31883
Bentleycapitalcorp.com Inc.
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(Name of Small Business Issuer 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 V6M 3M5 Canada
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(Address of Principal Executive Offices)
(604) 269-9881
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Issuer's Telephone Number
N/A
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(Former Name or Former Address, 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 during the past 12 months (or for such shorter
period that the Company 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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(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
As of April 5, 2002
2,250,000 shares of common stock, par value $.0001
Transitional Small Business Issuer Format Yes No X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
September 30, December 31,
2001 2000
$ $
(unaudited) (audited)
Assets
Current Assets
Cash 11,668 9,838
Prepaid expenses 750 -
- -----------------------------------------------------------------------------------------------------
12,418 9,838
License (Notes 3 and 4(a)) - -
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Total Assets 12,418 9,838
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Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable 125 -
Accrued liabilities 2,000 800
Note payable (Note 4(b)) 28,000 28,000
Due to a related party (Note 4(c)) 5,000 5,000
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Total Liabilities 35,125 33,800
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Stockholders' Deficit
Common Stock, 100,000,000 common shares authorized with a par
value of $0.0001; 20,000,000 preferred shares with a par value of
$.0001; 2,250,000 and 2,000,000 common shares issued and
outstanding respectively 225 200
Additional Paid in Capital 29,775 19,800
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30,000 20,000
Preferred Stock, 20,000,000 preferred shares authorized with a par
value of $0.0001; none issued - -
Deficit Accumulated During the Development Stage (52,707) (43,962)
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Total Stockholders' Deficit (22,707) (23,962)
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Total Liabilities and Stockholders' Deficit 12,418 9,838
=====================================================================================================
Contingent Liability (Note 1)
Commitment (Note 3)
(The accompanying notes are an integral part of the financial statements)
F-1
Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)
From From
March 14, 2000 Three Months Nine Months March 14, 2000
(Date of Inception) Ended Ended (Date of Inception)
to September 30, September 30, September 30, to September 30,
2001 2001 2000 2001 2000
$ $ $ $ $
Revenue - - - -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses
Accounting and audit 2,925 1,400 - 2,125 -
Amortization of license 6,187 - - - 6,187
Bank charges 22 22 - 22 -
Legal 5,000 - - 5,000 -
License fee 500 500 - 500 -
License written-off 18,563 - 18,563 - 18,563
Organizational expenses and offering
costs 8,000 - - - 8,000
Transfer agent and regulatory fees 1,381 - - 1,181 -
Less: Interest income (121) (20) - (83) -
- ---------------------------------------------------------------------------------------------------------------------------
Net Loss for the Period (42,457) (1,902) 18,563 (8,745) (32,750)
===========================================================================================================================
Net Loss Per Share - (.01) (.01) (.02)
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Weighted Average Shares Outstanding 2,083,000 1,500,000 2,028,000 1,500,000
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(Diluted loss per share has not been presented as the result is anti-dilutive)
F-2
(The accompanying notes are an integral part of the financial statements)
Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)
From
Nine months March 14, 2000
ended (Date of Inception)
September 30, to September 30,
2001 2000
$ $
Cash Flows to Operating Activities
Net loss for the period (8,745) (32,750)
Adjustments to reconcile net loss to cash
Amortization of license - 6,187
License written-off - 18,563
Less non-cash working capital items
Accounts payable and accrued liabilities 1,325 -
Note payable - 8,000
Prepaid expenses (750) -
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Net Cash Used by Operating Activities (8,170) -
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Cash Flows from Financing Activities
Issuance of common stock 10,000 -
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Net Cash Provided by Financing Activities 10,000 -
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Increase in cash 1,830 -
Cash - beginning of period 9,838 -
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Cash - end of period 11,668 -
=====================================================================================================
Non-Cash Financing Activities
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 4(a) - (10,250)
A note payable was issued to a director for the acquisition
of a License (Notes 3 and 4(b)) - 20,000
- -----------------------------------------------------------------------------------------------------
- 24,750
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Supplemental Disclosures
Interest paid - -
Income tax paid - -
F-3
(The accompanying notes are an integral part of the financial statements)
Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
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. 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.
The Company filed an SB-2 Registration Statement with the U.S. Securities
Exchange Commission which was declared effective November 2, 2000. The
Company completed its offering and issued 500,000 common shares at $.01 per
share for cash proceeds of $5,000.
Subsequent Event
-----------------
The Company also raised $10,000 pursuant to a private placement of 250,000
shares at $0.04 per share to one Canadian investor on October 2, 2001.
These shares are restricted under Rule 144. This transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act.
2. Summary of Significant Accounting Policies
(a) Year End
The Company's fiscal year end is December 31.
(b) Long Lived Assets
The carrying value of long lived assets are 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.
(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 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.
(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.
F-4
2. Summary of Significant Accounting Policies (continued)
(f) Offering Costs
In accordance with SEC staff accounting Bulletin No. 5 offering costs
may properly be deferred and charged against proceeds of the offering.
The Company has elected to charge such offering costs to operations.
(g) Interim Financial Statements
These interim unaudited financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for
any future period.
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 with
renewal rights. The Company must pay an annual fee of $500 for maintenance
of the Grantor's Web Site commencing on the anniversary date (paid March
20, 2001). The Grantor of the license retains 50% of the profits. The
License was written-off to operations. However it is the Company's
intention to determine if it is economically feasible to commercially
exploit a business plan.
See Note 4 for consideration paid to a related party for the assignment of
this license.
4. Related Party Transactions
(a) The License referred to in Note 3 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 comparable transactions at the time
of acquisition, 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.
(b) The President of the Company 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.
(c) The Company received $5,000 from Ucellit.com Inc., a company
controlled by the sole director. During the period the director loaned
$5,000 to the Company to repay the loan from Ucellit.com. The advance
is unsecured, non-interest bearing and has no specific terms of
repayment.
F-5
Item 2. Management Discussion and Analysis or Plan of Operation
Certain statements contained in this Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar import, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Bentleycapitalcorp.com, Inc. to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. Bentleycapitalcorp.com, Inc.
disclaims any obligation to update any such factors or to announce publicly the
results of any revision of the forward-looking statements contained or
incorporated by reference herein to reflect future events or developments.
The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the Financial
Statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-QSB. This Form 10-QSB contains, in addition to
historical information, forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from the results discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences include those discussed below, as well as those discussed
elsewhere in this Form 10-QSB.
Results of Operations
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During the period from March 14, 2000 (date of inception) through September 30,
2001, the Company has engaged in no significant operations other than raising
$15,000 and issuing 750,000 common shares pursuant to an SB-2 Registration
Statement and a private placement, organizational activities and acquisition of
the rights to market Vitamineralherb products. No revenues were received by the
Company during this period.
Subsequent Event
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The Company also raised $10,000 pursuant to a private placement of 250,000
shares at $0.04 per share to one Canadian investor on October 2, 2001.
These shares are restricted under Rule 144. This transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act.
For the current fiscal year, the Company anticipates incurring a loss as a
result of expenses associated with an SB-2 Registration Statement, and expenses
associated with setting up a company structure to begin implementing its
business plan. The Company'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
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The Company has historically satisfied its capital needs by borrowing from
related parties in the short-term, and by issuing equity securities.
The Company used these sources to provide a portion of operating cash
requirements to make up for a cash shortfall from operating activities. With our
beginning cash position of $9,800 and $10,000 raised pursuant to a private
placement, the Company was able to fund its operating cash shortfall of $8,200.
This resulted in a increase in the cash position by $1,800 to a cash position of
$11,600. The operation, development and expansion of our business will likely
require additional capital infusions for the foreseeable future.
The working capital deficit, as at September 30, 2001 was $22,707.
The Company has not achieved profitable operations since inception and has
suffered mounting losses of $52,707 to September 30, 2001.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, the Company's balance sheet as of September
30, 2001, reflects total assets of $12,418, in the form of cash and prepaid
expenses.
The original sole shareholder 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.
F-6
The Company's business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets in British Columbia, Canada. In
order to determine the feasibility of its business plan, the Company plans,
during the next twelve months, to conduct research into these various potential
target markets. Should the Company determine that the exploitation of the
license is feasible, it will engage salespeople to market the products. Based
primarily on discussions with the licensor, the Company believes that during its
first operational quarter, it will need a capital infusion of approximately
$55,000 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, the Company 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. The Company will have to obtain additional financing through an offering
or capital contributions by current shareholders.
The Company 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 the
Company or at all. The Company has no commitments for capital expenditures.
In addition, the Company may engage in a combination with another business. The
Company has engaged in discussions concerning potential business combinations,
but has not entered into any agreement for such a combination.
F-7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Subsequent Event
-----------------
The Company also raised $10,000 pursuant to a private placement of 250,000
shares at $0.04 per share to one Canadian investor on October 2, 2001.
These shares are restricted under Rule 144. This transaction was exempt
from registration pursuant to Section 4(2) of the Securities Act.
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.
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized.
COMPANY NAME
Date: April 10, 2002 By: /s/ Dr. Michael Kirsh
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Dr. Michael Kirsh, Director,
President and
Chief Accounting Officer
F-8