SEC Company Response from BENTLEY COMMERCE CORP (CIK 0001091964) — Mar 17, 2005
BENTLEY COMMERCE CORP (CIK 0001091964)
Date: March 17, 2005 · CIK: 0001091964 · Accession: 0001019687-05-000731
AI Filing Summary & Sentiment
Letter
<PAGE>
COMMENT 1
As of June 30, 2004, the Registrant recognized revenues of $250,000 in connection services provided Hemistar International, an unrelated third party. Those services were provided under contract and the customer acknowledged receipt of the services and the amounts due.
As of June 30, 2004, Hemistar owed the Registrant the total amount due under the agreement and acknowledged the debt. The Registrant expended considerable resources to meet its obligations to Hemistar , and as of the date of the financial statements , the Registrant believed collectibility of the $250,000 was reasonably assured,
Subsequent to the date of the financial statements, Hemistar repeatedly represented to the Company it would meet its obligations under its contract.
Subsequent to the date of the financial statements and prior to the issuance of the financial statements, the Company determined that Hemistar, due to its limited working capital, would not be able to pay the $250,000 as agreed. The Company and Hemistar developed a mutually agreeable payment plan to liquidate the debt. While Hemistar continues to operate as a going concern, as of the date of this letter, Hemistar has not met its obligations under this payment plan. The Company is currently contemplating the action to take to collect the amounts owed.
In accounting for the transaction, the Company considered the guidance provided by SAB 101 and 104.
o Persuasive evidence an arrangement exists
o Delivery has occurred or services have been rendered
o The Seller's Price to the Buyer is fixed or determinable
o Collectiblity is reasonably assured
The Registrant had an executed contract to provide services to Hemistar under a fixed price and the services were provided and accepted by Hemistar.
Based upon the facts and circumstances as of the date of the financial statements, the Company had no reason to believe collection of the $250,000 owed by Hemistar was not reasonably assured.
Events occurring subsequent to the financial statements led management to conclude that the collection of the receivable was in doubt and accordingly, established a reserve of $250,000 equal to the aggregate amount of the receivable.
<PAGE>
The Registrant believes its policy accounting for and recognizing revenues is reasonable and complies with current accounting principles generally accepted in the US.
COMMENT 2
The Registrant's accounting policy is to account for barter transactions in accordance with APB Opinion No. 29, Accounting for Non-Monetary Transactions" ("APB 29") The Company presumes the fair value of the nonmonetary asset exchanged is more clearly evident than the fair value of the barter credits received and, accordingly, the barter credits are reported at the fair value of the nonmonetary asset exchanged(1).
The Company accounts for the fair value of the barter transactions based upon the estimated fair values of the non-monetary assets transferred, as provided by the third party the suppliers, in exchange for the barter credits. Since there is no active markets for the barter credits exchanged for the non-monetary assets transferred, but exists for similar assets, the Company compares market prices for the non-monetary assets received to estimate the fair value of the assets transferred.(2) The registrant believes the fair value of goods or services received from suppliers is reliably measurable.(3)
The following summarizes the $260,161 of barter transactions for the six months ended December 1, 2004
Advertising $ 4,840.00 Office Expenses 20,000.00 Marketing & Advertising 2,500.00 Office Expense 330.00 Product Development 10,000.00 Due and Subscriptions 3,475.00 ------------ 7/1/04 ~ 9/30/04: $91,145.00
Marketing & Advertising 12,500.00 Travel 270.00 Marketing & Advertising 39,300.00 Marketing & Advertising 51,547.00 Marketing & Advertising 60,000.00 Travel 1,110.00 Travel 659.00 Travel 221.00 Travel 1,065.00 Travel 450.00 Marketing & Advertising 1,700.25 Travel 194.00 ----------- 10/1/04 ~ 12/31/04: $169,016.25
TOTAL TRADE DOLLAR SALES RECOGNIZED: 7/1/04 ~ 12/31/04 $260,161.25 ===========
-------- (1) EITF 93-11 (2) FAS No 15, paragraph 13 (3) FAS 123, paragraph 8
<PAGE>
The Registrant believes its policy accounting for barter transactions is reasonable and complies with current accounting principles generally accepted in the US.
COMMENT 3
The Company's accounting policy is to account for the issuance of its shares of common stock for non-employees in accordance with paragraph 8 of SFAS 123. All share issuances to non-employees are based upon the fair value of the Company's common stock at the time the shares were issued, which generally approximates the period the services are rendered.
If the measurement date of the fair value of the shares to be issued for services does not approximate the period the services were rendered, the Company's policy is to use EITF 96-18 for guidance. The Company has not utilized EITF 96-18 in connection with determining the measurement date for valuing the shares of common stock issued for services provided by non-employees.
As requested, the following is an analysis of shares issued for services to non-employees and to vendors for previously incurred debt for the two years ended June 30, 2004
<TABLE>
FOR THE YEAR ENDED JUNE 30, 2003:
SHARES ISSUED IN EXCHANGE FOR SERVICES: --------------------------------------- # SHARES ISSUED *SH PRICE TOTAL --------------- --------- ----- <S> <C> 7/3/2002 Gordon Lee 10,000,000 $ 0.009 $90,000
7/10/2002 Frank Mercoli 2,000,000 0.03 60,000
8/26/2002 Tristan Cavato 300,000 0.12 36,000
8/26/2002 Steve Kelley 300,000 0.12 36,000
8/26/2002 Frank Mercoli 4,500,000 0.12 540,000
8/26/2002 Richard Weed 1,000,000 0.12 120,000
8/26/2002 Thomas Braun 100,000 0.12 12,000
8/26/2002 Jeff Beaver 300,000 0.12 36,000
8/26/2002 Anno Willison 100,000 0.12 12,000
8/26/2002 Gordon Lee 700,000 0.12 84,000
8/26/2002 Frederick Lee 200,000 0.12 24,000
9/5/2002 Phillip Georgas 1,000,000 0.048 50,000
10/16/2002 Gordon Lee 5,000,000 0.040 150,000
10/18/2002 Harry Hargens 1,500,000 0.05 69,000
10/18/2002 Rhonda Hargens 650,000 0.05 29,900
10/18/2002 Gerard Gay 500,000 0.05 23,000
10/18/2002 Robert Hodgson 250,000 0.05 11,500
10/18/2002 Samuel Jones 350,000 0.05 16,100
10/18/2002 Eric Schneider 350,000 0.05 16,100
10/18/2002 Francis Mecoli 2,500,000 0.05 115,000
10/18/2002 Gordon Lee 1,000,000 0.05 46,000
10/18/2002 Richard Weed 1,000,000 0.05 46,000
10/24/2002 Gordon Lee (400,000) 0.12 (48,000)
<PAGE>
10/24/2002 Arness Cordick 400,000 0.05 18,400
12/18/2002 Harry Hargens 1,000,000 0.01 10,000
12/18/2002 Gordon Lee 1,000,000 0.01 20,000
12/18/2002 Mark Savoy 3,000,000 0.01 30,000
12/18/2002 Richard Weed 700,000 0.01 7,000
12/18/2002 Francis Mecoli 1,200,000 0.01 12,000
12/18/2002 Donald Guliiman 1,000,000 0.01 10,000
01/14/03 Don Gulliman 1,000,000 0.0075 7,500
01/31/03 Mark Savoy (1,000,000) 0.0100 (10,000)
02/04/03 Frederick Lee 2,000,000 0.0200 40,000
02/06/03 Mark Savoy (1,000,000) 0.0100 (10,000)
03/19/03 Richard Weed 4,000,000 0.0120 48,000
03/19/03 Jeffrey Beaver 1,000,000 0.0120 12,000
03/19/03 Tristan Cavato 1,000,000 0.0120 12,000
03/19/03 Phillip Georgas 1,000,000 0.0120 12,000
03/25/03 Mark Savoy 2,000,000 0.0200 40,000
03/25/03 Frederick Lee 1,500,000 0.0200 30,000
03/25/03 Barry Clark 3,349,593 0.0200 66,992
03/25/03 Steve Kelley 1,000,000 0.0200 20,000
03/25/03 John Stewart 1,000,000 0.0200 20,000
03/25/03 Robert Schumacher 500,000 0.0200 10,000 H. Glenn Bagwell, 03/25/03 Jr. 2,000,000 0.0200 40,000
04/08/03 Barry Clark 2,000,000 0.010 20,000
04/10/03 Richard O. Weed 2,000,000 0.010 20,000
04/21/03 Barry Clark 4,000,000 0.010 40,000
05/15/03 Gary Reid 1,000,000 0.010 10,000
05/15/03 Barry Clark 1,000,000 0.010 10,000
06/05/03 Novak Capital 4,000,000 0.010 30,000
06/05/03 Ken Gwiz 500,000 0.010 3,750
06/05/03 Marshall Richardson 15,000,000 0.010 112,500
06/05/03 Richard O. Weed 5,000,000 0.010 37,500
06/05/03 BBX Services, Inc. 10,000,000 0.010 75,000
06/05/03 Roland Carroll 3,000,000 0.010 22,500
06/05/03 Ryan Carroll 3,000,000 0.010 22,500
06/19/03 Richard O. Weed 5,000,000 0.010 50,000
06/19/03 Gordon F. Lee 10,000,000 0.010 100,000
<PAGE>
06/25/03 Barry Clark 2,000,000 0.010 20,000
06/25/03 Tristan Cavato 1,000,000 0.010 10,000
06/25/03 Steve Kelly 1,000,000 0.010 10,000
06/25/03 Patrick M. Rost 4,186,992 0.010 41,870
06/27/03 Tristan Cavato 1,000,000 0.010 7,500
06/27/03 Steve Kelly 2,500,000 0.010 18,750 ------------ ---------
138,036,585 2,682,362
SHARES ISSUED IN EXCHANGE FOR PREPAID SERVICES FEES ---------------------------------------------------
03/25/03 Barry Clark 650,407 0.0200 13,008
06/25/03 Patrick M. Rost 813,008 0.010 8,130
06/05/03 American IDC 10,000,000 0.010 33,000 ------------ ---------
11,463,415 54,138
SHARES ISSUED IN EXCHANGE FOR DEBTS -----------------------------------
10/16/2002 Tristan Cavato 592,667 0.030 17,780 Westpoint Management
10/16/2002 Consultants, Ltd. 1,350,000 0.030 40,500
10/16/2002 Anton J. Drescher 289,706 0.030 8,691
10/16/2002 U.S. Minerals 666,667 0.030 20,000 ------------ ---------
2,899,040 86,971
SHARES ISSUED IN CONNECTION WITH ACQUISITION OF KRYPTOSIMA LLC --------------------------------------------------------------
Kryptosima 10/16/2002 Acquisition Corp. 50,000,000 0.040 $1,500,000
FOR THE YEAR ENDED JUNE 30, 2004
SHARES ISSUED FOR SERVICES: --------------------------- # SH SHAREHOLDER NAME ISSUED *SH PRICE TTL VALUE ---------------- ------ --------- ---------
07/12/03 Barry Clark 3,000,000 $ 0.01000 $ 30,000
07/12/03 Frederick Lee 1,000,000 0.01000 10,000
07/14/03 Steven Frye 1,000,000 0.01000 10,000
07/14/03 Francis Richard Biscan Jr. 1,000,000 0.01000 10,000
08/12/03 Arness Cordick 1,000,000 0.01400 14,000
08/12/03 Steven Frye 1,000,000 0.01400 14,000
08/12/03 Joe Crump 1,000,000 0.01400 14,000
<PAGE>
08/27/03 Federal Chamber of Commerce 50,000 0.02000 1,000
09/09/03 Anton J Drescher 1,360,000 0.01000 13,600
09/17/03 Robert Schumacher 10,000,000 0.02000 150,000
10/01/03 Henry Winkler 2,000,000 0.015000 30,000
10/01/03 Stoneridge Capital, LLC 4,000,000 0.010000 40,000
10/15/03 Tim Neil 500,000 0.020000 10,000
10/15/03 William Hochmuth 665,270 0.020000 13,305
10/15/03 Roland Carroll (3,000,000) 0.010000 (22,500)
10/15/03 Ryan Carroll (3,000,000) 0.010000 (22,500)
11/04/03 Tristan Cavato 100,000 0.020000 2,000
11/14/03 Scott Broffman 100,000 0.040000 4,000
12/24/03 Lebed & Lara, LLC
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
COMMENT 1
As of June 30, 2004, the Registrant recognized revenues of $250,000 in
connection services provided Hemistar International, an unrelated third party.
Those services were provided under contract and the customer acknowledged
receipt of the services and the amounts due.
As of June 30, 2004, Hemistar owed the Registrant the total amount due under the
agreement and acknowledged the debt. The Registrant expended considerable
resources to meet its obligations to Hemistar , and as of the date of the
financial statements , the Registrant believed collectibility of the $250,000
was reasonably assured,
Subsequent to the date of the financial statements, Hemistar repeatedly
represented to the Company it would meet its obligations under its contract.
Subsequent to the date of the financial statements and prior to the issuance of
the financial statements, the Company determined that Hemistar, due to its
limited working capital, would not be able to pay the $250,000 as agreed. The
Company and Hemistar developed a mutually agreeable payment plan to liquidate
the debt. While Hemistar continues to operate as a going concern, as of the date
of this letter, Hemistar has not met its obligations under this payment plan.
The Company is currently contemplating the action to take to collect the amounts
owed.
In accounting for the transaction, the Company considered the guidance provided
by SAB 101 and 104.
o Persuasive evidence an arrangement exists
o Delivery has occurred or services have been rendered
o The Seller's Price to the Buyer is fixed or determinable
o Collectiblity is reasonably assured
The Registrant had an executed contract to provide services to Hemistar under a
fixed price and the services were provided and accepted by Hemistar.
Based upon the facts and circumstances as of the date of the financial
statements, the Company had no reason to believe collection of the $250,000 owed
by Hemistar was not reasonably assured.
Events occurring subsequent to the financial statements led management to
conclude that the collection of the receivable was in doubt and accordingly,
established a reserve of $250,000 equal to the aggregate amount of the
receivable.
<PAGE>
The Registrant believes its policy accounting for and recognizing revenues is
reasonable and complies with current accounting principles generally accepted in
the US.
COMMENT 2
The Registrant's accounting policy is to account for barter transactions in
accordance with APB Opinion No. 29, Accounting for Non-Monetary Transactions"
("APB 29") The Company presumes the fair value of the nonmonetary asset
exchanged is more clearly evident than the fair value of the barter credits
received and, accordingly, the barter credits are reported at the fair value of
the nonmonetary asset exchanged(1).
The Company accounts for the fair value of the barter transactions based upon
the estimated fair values of the non-monetary assets transferred, as provided by
the third party the suppliers, in exchange for the barter credits. Since there
is no active markets for the barter credits exchanged for the non-monetary
assets transferred, but exists for similar assets, the Company compares market
prices for the non-monetary assets received to estimate the fair value of the
assets transferred.(2) The registrant believes the fair value of goods or
services received from suppliers is reliably measurable.(3)
The following summarizes the $260,161 of barter transactions for the six months
ended December 1, 2004
Advertising $ 4,840.00
Office Expenses 20,000.00
Marketing & Advertising 2,500.00
Office Expense 330.00
Product Development 10,000.00
Due and Subscriptions 3,475.00
------------
7/1/04 ~ 9/30/04: $91,145.00
Marketing & Advertising 12,500.00
Travel 270.00
Marketing & Advertising 39,300.00
Marketing & Advertising 51,547.00
Marketing & Advertising 60,000.00
Travel 1,110.00
Travel 659.00
Travel 221.00
Travel 1,065.00
Travel 450.00
Marketing & Advertising 1,700.25
Travel 194.00
-----------
10/1/04 ~ 12/31/04: $169,016.25
TOTAL TRADE DOLLAR SALES RECOGNIZED: 7/1/04 ~ 12/31/04 $260,161.25
===========
--------
(1) EITF 93-11
(2) FAS No 15, paragraph 13
(3) FAS 123, paragraph 8
<PAGE>
The Registrant believes its policy accounting for barter transactions is
reasonable and complies with current accounting principles generally accepted in
the US.
COMMENT 3
The Company's accounting policy is to account for the issuance of its shares of
common stock for non-employees in accordance with paragraph 8 of SFAS 123. All
share issuances to non-employees are based upon the fair value of the Company's
common stock at the time the shares were issued, which generally approximates
the period the services are rendered.
If the measurement date of the fair value of the shares to be issued for
services does not approximate the period the services were rendered, the
Company's policy is to use EITF 96-18 for guidance. The Company has not utilized
EITF 96-18 in connection with determining the measurement date for valuing the
shares of common stock issued for services provided by non-employees.
As requested, the following is an analysis of shares issued for services to
non-employees and to vendors for previously incurred debt for the two years
ended June 30, 2004
<TABLE>
FOR THE YEAR ENDED JUNE 30, 2003:
SHARES ISSUED IN EXCHANGE FOR SERVICES:
---------------------------------------
# SHARES ISSUED *SH PRICE TOTAL
--------------- --------- -----
<S> <C>
7/3/2002 Gordon Lee 10,000,000 $ 0.009 $90,000
7/10/2002 Frank Mercoli 2,000,000 0.03 60,000
8/26/2002 Tristan Cavato 300,000 0.12 36,000
8/26/2002 Steve Kelley 300,000 0.12 36,000
8/26/2002 Frank Mercoli 4,500,000 0.12 540,000
8/26/2002 Richard Weed 1,000,000 0.12 120,000
8/26/2002 Thomas Braun 100,000 0.12 12,000
8/26/2002 Jeff Beaver 300,000 0.12 36,000
8/26/2002 Anno Willison 100,000 0.12 12,000
8/26/2002 Gordon Lee 700,000 0.12 84,000
8/26/2002 Frederick Lee 200,000 0.12 24,000
9/5/2002 Phillip Georgas 1,000,000 0.048 50,000
10/16/2002 Gordon Lee 5,000,000 0.040 150,000
10/18/2002 Harry Hargens 1,500,000 0.05 69,000
10/18/2002 Rhonda Hargens 650,000 0.05 29,900
10/18/2002 Gerard Gay 500,000 0.05 23,000
10/18/2002 Robert Hodgson 250,000 0.05 11,500
10/18/2002 Samuel Jones 350,000 0.05 16,100
10/18/2002 Eric Schneider 350,000 0.05 16,100
10/18/2002 Francis Mecoli 2,500,000 0.05 115,000
10/18/2002 Gordon Lee 1,000,000 0.05 46,000
10/18/2002 Richard Weed 1,000,000 0.05 46,000
10/24/2002 Gordon Lee (400,000) 0.12 (48,000)
<PAGE>
10/24/2002 Arness Cordick 400,000 0.05 18,400
12/18/2002 Harry Hargens 1,000,000 0.01 10,000
12/18/2002 Gordon Lee 1,000,000 0.01 20,000
12/18/2002 Mark Savoy 3,000,000 0.01 30,000
12/18/2002 Richard Weed 700,000 0.01 7,000
12/18/2002 Francis Mecoli 1,200,000 0.01 12,000
12/18/2002 Donald Guliiman 1,000,000 0.01 10,000
01/14/03 Don Gulliman 1,000,000 0.0075 7,500
01/31/03 Mark Savoy (1,000,000) 0.0100 (10,000)
02/04/03 Frederick Lee 2,000,000 0.0200 40,000
02/06/03 Mark Savoy (1,000,000) 0.0100 (10,000)
03/19/03 Richard Weed 4,000,000 0.0120 48,000
03/19/03 Jeffrey Beaver 1,000,000 0.0120 12,000
03/19/03 Tristan Cavato 1,000,000 0.0120 12,000
03/19/03 Phillip Georgas 1,000,000 0.0120 12,000
03/25/03 Mark Savoy 2,000,000 0.0200 40,000
03/25/03 Frederick Lee 1,500,000 0.0200 30,000
03/25/03 Barry Clark 3,349,593 0.0200 66,992
03/25/03 Steve Kelley 1,000,000 0.0200 20,000
03/25/03 John Stewart 1,000,000 0.0200 20,000
03/25/03 Robert Schumacher 500,000 0.0200 10,000
H. Glenn Bagwell,
03/25/03 Jr. 2,000,000 0.0200 40,000
04/08/03 Barry Clark 2,000,000 0.010 20,000
04/10/03 Richard O. Weed 2,000,000 0.010 20,000
04/21/03 Barry Clark 4,000,000 0.010 40,000
05/15/03 Gary Reid 1,000,000 0.010 10,000
05/15/03 Barry Clark 1,000,000 0.010 10,000
06/05/03 Novak Capital 4,000,000 0.010 30,000
06/05/03 Ken Gwiz 500,000 0.010 3,750
06/05/03 Marshall Richardson 15,000,000 0.010 112,500
06/05/03 Richard O. Weed 5,000,000 0.010 37,500
06/05/03 BBX Services, Inc. 10,000,000 0.010 75,000
06/05/03 Roland Carroll 3,000,000 0.010 22,500
06/05/03 Ryan Carroll 3,000,000 0.010 22,500
06/19/03 Richard O. Weed 5,000,000 0.010 50,000
06/19/03 Gordon F. Lee 10,000,000 0.010 100,000
<PAGE>
06/25/03 Barry Clark 2,000,000 0.010 20,000
06/25/03 Tristan Cavato 1,000,000 0.010 10,000
06/25/03 Steve Kelly 1,000,000 0.010 10,000
06/25/03 Patrick M. Rost 4,186,992 0.010 41,870
06/27/03 Tristan Cavato 1,000,000 0.010 7,500
06/27/03 Steve Kelly 2,500,000 0.010 18,750
------------ ---------
138,036,585 2,682,362
SHARES ISSUED IN EXCHANGE FOR PREPAID SERVICES FEES
---------------------------------------------------
03/25/03 Barry Clark 650,407 0.0200 13,008
06/25/03 Patrick M. Rost 813,008 0.010 8,130
06/05/03 American IDC 10,000,000 0.010 33,000
------------ ---------
11,463,415 54,138
SHARES ISSUED IN EXCHANGE FOR DEBTS
-----------------------------------
10/16/2002 Tristan Cavato 592,667 0.030 17,780
Westpoint Management
10/16/2002 Consultants, Ltd. 1,350,000 0.030 40,500
10/16/2002 Anton J. Drescher 289,706 0.030 8,691
10/16/2002 U.S. Minerals 666,667 0.030 20,000
------------ ---------
2,899,040 86,971
SHARES ISSUED IN CONNECTION WITH ACQUISITION OF KRYPTOSIMA LLC
--------------------------------------------------------------
Kryptosima
10/16/2002 Acquisition Corp. 50,000,000 0.040 $1,500,000
FOR THE YEAR ENDED JUNE 30, 2004
SHARES ISSUED FOR SERVICES:
---------------------------
# SH
SHAREHOLDER NAME ISSUED *SH PRICE TTL VALUE
---------------- ------ --------- ---------
07/12/03 Barry Clark 3,000,000 $ 0.01000 $ 30,000
07/12/03 Frederick Lee 1,000,000 0.01000 10,000
07/14/03 Steven Frye 1,000,000 0.01000 10,000
07/14/03 Francis Richard Biscan Jr. 1,000,000 0.01000 10,000
08/12/03 Arness Cordick 1,000,000 0.01400 14,000
08/12/03 Steven Frye 1,000,000 0.01400 14,000
08/12/03 Joe Crump 1,000,000 0.01400 14,000
<PAGE>
08/27/03 Federal Chamber of Commerce 50,000 0.02000 1,000
09/09/03 Anton J Drescher 1,360,000 0.01000 13,600
09/17/03 Robert Schumacher 10,000,000 0.02000 150,000
10/01/03 Henry Winkler 2,000,000 0.015000 30,000
10/01/03 Stoneridge Capital, LLC 4,000,000 0.010000 40,000
10/15/03 Tim Neil 500,000 0.020000 10,000
10/15/03 William Hochmuth 665,270 0.020000 13,305
10/15/03 Roland Carroll (3,000,000) 0.010000 (22,500)
10/15/03 Ryan Carroll (3,000,000) 0.010000 (22,500)
11/04/03 Tristan Cavato 100,000 0.020000 2,000
11/14/03 Scott Broffman 100,000 0.040000 4,000
12/24/03 Lebed & Lara, LLC