SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   __________________________________________
                                   FORM 10-KSB
                                   (Mark one)
[X]  Annual  report  under section 13 or 15(d) of the Securities Exchange Act of
     1934
For  the  fiscal  year  ended  December  31,  2000
                              ----------------------
OR
[_]  Transition  report  under section 13 or 15(d) of the Securities Exchange
     Act  of  1934
For  the  transition  Period  from  ________  to  ________.

Commission  file  number:      333-33854
                         --------------------

                           BENTLEYCAPITALCORP.COM INC.
                           ---------------------------
                 (Name of small business issuer in its charter)

                   Washington                            91-2022700
                   ----------                            ----------
         (State or other jurisdiction                 (I.R.S. Employer
       of incorporation or organization)             Identification No.)


                         5076 Angus Drive
                 Vancouver, British Columbia, CANADA       V6M 3M5
                 -----------------------------------       -------
             (Address of principal executive offices)     (Zip Code)

Issuer's  telephone  number:  (604) 269-9881

Securities registered under Section 12(b) of the Act:
         (Title  of  Class)                            Name of exchange on which
                                                       registered

                None                                      None
-------------------------------------      -------------------------------------

Securities registered under Section 12(g) of the Act:  Common Stock, $0.0001 par
                                                      --------------------------
                                                               value
                                                      --------------------------
                                                        (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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
         ---     ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]


<PAGE>
Registrant's  revenues  for  its  most  recent  fiscal  year:  $Nil
                                                               ----

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on March 29, 2001, computed at which the stock was sold, was $5,000,
assuming  solely  for  purposes  of  this  calculation  that  all  directors and
executive  officers  of  the  issuer  are  "affiliates."  This  determination of
affiliate  status  is  not  necessarily  a  conclusive  determination  for other
purposes.

On  March 29, 2001, the registrant had 2,000,000 shares of Common Stock, $0.0001
par  value  per  share,  issued  and  outstanding.


TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT:  Yes  [ ]   No  [X]


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                BENTLEYCAPITALCORP.COM INC.

INDEX  TO
ANNUAL  REPORT  ON  FORM  10-KSB
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2000


PART I                                                                                PAGE
<S>                                                                                   <C>
Item 1 Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Item 2 Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . .    14

PART II
Item 5 Market for Common Equity and Related Stockholder Matters. . . . . . . . . . .    14
Item 6 Management's Discussion & Analysis. . . . . . . . . . . . . . . . . . . . . .    15
Item 7 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-1

PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons; Compliance With
       Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . . . . . .    17
Item 10 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
Item 11 Security Ownership of Certain Beneficial Owners and Management . . . . . . .    18
Item 12 Certain Relationships and Related Transactions . . . . . . . . . . . . . . .    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   .19
</TABLE>


                                        3
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
------------------------------------

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  COMPANY

     GENERAL

Bentleycapitalcorp.com  ("Bentley") was incorporated under the laws of the State
of  Washington  on March 14, 2000, and is in its early developmental promotional
stages.  To  date,  Bentley's only activities have been organizational, directed
at acquiring its principal asset, raising its initial capital and developing its
business  plan.  Bentley  has not commenced commercial operations.   Bentley has
no  full  time  employees  and  owns  no  real  estate.

     ACQUISITION  OF  THE  LICENSE

On  March 20, 2000, Bentley's majority shareholder, Michael Kirsh, in return for
1,500,000  shares  of  Bentley's common stock and a promissory note for $28,000,
transferred  to  Bentley  his  rights  under that certain License Agreement with
Vitamineralherb.com.  The  License  Agreement  grants  an  exclusive  right  to
distribute  Vitamineralherb.com  products to health and fitness professionals in
British Columbia, Canada via the Internet.  Mr. Kirsh acquired the license under
the  terms of a settlement agreement by and between Mr. Kirsh, Gentry Resources,
Inc.,  a  company in which he is the sole shareholder, officer and director, and
Mortenson  &  Associates,  an  affiliate  of  Vitamineralherb.com.  Mortenson  &
Associates  had  granted Gentry Resources a license to distribute and produce an
oxygen  enriched  water product, called "Biocatalyst," for remediation of sewage
and waste water in septic tanks and waste water treatment facilities.  Mortenson
&  Associates  acquired  its right to sublicense Biocatalyst to Gentry Resources
from  NW  Technologies  Inc.  As a result of a legal dispute between Mortenson &
Associates'  principal and NW Technologies, Mortenson & Associates was unable to
fulfill  its  obligations to Gentry Resources under the license. Under the terms
of  the  settlement  agreement, Vitamineralherb.com, an affiliate of Mortenson &
Associates,  granted  to Mr. Kirsh the license to distribute Vitamineralherb.com
products  in  part for his agreement not to pursue his individual claims against
Mortenson  &  Associates.


                                        4
<PAGE>
     THE  LICENSE

Bentley  has  a  three  year  license  to  market  and  sell vitamins, minerals,
nutritional  supplements,  and  other  health  and  fitness  products to 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  via  the  Internet  for  sale  to  their clients.  The license grants
Bentley an exclusive license for the territory of British Columbia, Canada.  The
license  will  be  automatically  renewed  unless Bentley or Vitamineralherb.com
gives  the  other  notice  of  its  intent  not  to  renew.

As  a  licensee  of  Vitamineralherb.com, Bentley eliminates the need to develop
products,  store  inventory,  build  and  maintain  a website, establish banking
liaisons,  and  develop  a fulfillment system, thereby enabling Bentley to focus
strictly  on  marketing  and  sales.  Bentley plans to target health and fitness
professionals  in  British Columbia, Canada who wish to offer health and fitness
products  to  their  customers.

Bentley  (and  its  customers)  will  have access to all products offered on the
Vitamineralherb  website,  as well as the ability to order custom-formulated and
custom-labeled  products.  Vitamineralherb.com sets the price for products based
on  the  manufacturer's  price,  plus  a  mark  up  which  Bentley  and
Vitamineralherb.com  share  equally.  Three  different  labeling  options  are
available  to customers:  First, products may be ordered with the manufacturer's
standard  label  with  no  customization.  Second,  the  fitness  or  health
professional  may  customize  the  labels by adding its name, address, and phone
number  to  the  standard  label.  In  most  cases,  these  labels  would  be  a
standardized  label  with  product  information and a place on the label for the
wording  "Distributed  by."  This gives these health and fitness professionals a
competitive  edge.  Third, labels may be completely customized for the health or
fitness  professional.

When  a  fitness  or health professional becomes a client, Bentley's salesperson
will  show  the client how to access the Vitamineralherb website.  The client is
assigned  an identification number that identifies it by territory, salesperson,
and  business  name,  address,  and  other pertinent information.  The health or
fitness professional may then order the products it desires directly through the
Vitamineralherb.com  website,  paying  for  the  purchase  with  a  credit card,
electronic  check  ("e-check"),  or debit card.  All products are shipped by the
manufacturer  directly  to  the  professional  or  its  clients.

The  website  is  maintained  by  Vitamineralherb.com, and each licensee pays an
annual  website maintenance fee of $500.  All financial transactions are handled
by  Vitamineralherb.com's Internet clearing bank.  The Vitamineralherb webmaster
downloads  e-mail  orders  several  times  a  day, checks with clearing bank for
payment  and  then  submits  the  product  order  and  electronic payment to the
supplier.  Vitamineralherb.com  will  then  forward  the  money  due Bentley via
electronic  funds  transfer.  Vitamineralherb's  software  will  track all sales
through  the  customer's  identification  number,  and  at  month end, e-mail to
Bentley  and  customer  a  detailed  report  including  sales  commissions.
Vitamineralherb  has  indicated  that it will use e-commerce advertising such as
banner  ads  on major servers and websites, as well as trying to insure that all
major search engines pick Vitamineralherb.com first.  Sales originating from the
website  to  customers located in British Columbia, Canada will automatically be
assigned  to Bentley, whether or not originated by Bentley's marketing efforts.


                                        5
<PAGE>
Vitamineralherb.com warrants that the products are fit for the purpose for which
produced  (except  for  custom  formulated  products,  which Vitamineralherb.com
warrants  will  be manufactured in accordance with Bentley's specifications) and
comply  with  all  applicable  laws;  that  all  labels correctly and accurately
describe  the  product  and  comply  with  all  applicable  laws;  and  that all
suppliers'  manufacturing  facilities  comply  with  all  applicable  laws.
Vitamineralherb.com has agreed under the license to indemnify, hold harmless and
defend  Bentley  and  its  related parties from and against any loss, claim, and
expense  incurred  as  a  consequence  of  breach  of  the product warranties.

Vitamineralherb.com  has  granted  a  total  of 43 Vitamineralherb.com licenses.
Bentley  has  no  plans  to acquire the rights to distribute Vitamineralherb.com
products  in  other  territories.

     BACKGROUND  ON  THE  MANUFACTURER  AND  DISTRIBUTOR

Vitamineralherb.com  entered into a Manufacturing Agreement, dated June 9, 2000,
with  Ives  Formulation  Co.,  of  San  Diego, California. Ives Formulation is a
wholly-owned subsidiary of Ives Health Company, Inc., a public company traded on
the Bulletin Board under the symbol "IVEH". Ives Formulation has been a contract
manufacturer of vitamin, mineral, nutritional supplement, and alternative health
products  for various marketing organizations. In addition to a line of standard
products,  Ives  Formulation  is able to manufacture custom blended products for
customers, and to supply privately labeled products for Bentley's customers at a
minimal  added  cost.  Vitamineralherb.com has just begun developing its vitamin
marketing  and  distributorship  business.

Vitamineralherb.com  currently  offers  over  60  products  through its website,
through its current supplier, Ives Formulation. Vitamineralherb.com plans to add
other  suppliers  in  the  future.

     IMPLEMENTATION  OF  BUSINESS  PLAN:  MILESTONES

Bentley's  business  plan  is  to  determine  the  feasibility  of  selling
Vitamineralherb.com products to targeted markets.  Should Bentley 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.  Bentley  will achieve implementation of its
business  plan  by  meeting  the  following  milestones:

     -    MILESTONE  1 - MARKET SURVEY. In order to determine the feasibility of
          its  business  plan,  Bentley  must  conduct research into the various
          potential  target  markets.  The  market analysis research will likely
          consist  of  a telephone survey to 100-200 potential clients, focusing
          on  three  or  four of the core target markets, such as chiropractors,
          health clubs, and alternative medicine practitioners. The survey would
          likely  contain questions which would determine the marketing approach
          and  acceptability  of  specific  products.


                                        6
<PAGE>
     -    MILESTONE  2:  -  HIRE  SALESPEOPLE. Should Bentley determine that the
          exploitation  of  the license is feasible, it will then have to engage
          salespeople  to  market the products. Bentley expects that it may hire
          two salespeople during its first year of operation. The hiring process
          would  include  running  advertisements  in  the  local  newspaper and
          conducting  interviews.  It is anticipated that hiring the salespeople
          may  take four to eight weeks. The cost of hiring the salespeople, not
          including  compensation,  is  estimated  at  $20,000.

     -    MILESTONE 3: ESTABLISH AN OFFICE. Bentley would then have to establish
          an  office or offices for the sales force in the appropriate market or
          markets. This would include an office, equipment such as computers and
          telephones,  and  sample  inventory  for  the  salespeople.  It  is
          anticipated  that  it  may  take  eight  to  twelve  weeks  to  locate
          acceptable office space and select and purchase equipment. The expense
          of  office  rental, equipment and inventory samples is estimated to be
          $45,000  per  year.

     -    MILESTONE  4: DEVELOPMENT OF ADVERTISING CAMPAIGN. The next step would
          be  to  develop an advertising campaign, including establishing a list
          of  prospects  based  on  potential  clients  identified in the market
          survey,  and designing and printing sales materials. It is anticipated
          that  it  would  take  approximately  six  to ten weeks to develop the
          advertising  campaign,  although,  depending  on  the  availability of
          resources,  Bentley  will  attempt to develop its advertising campaign
          concurrently  with  establishing an office. The cost of developing the
          campaign  is  estimated  at  approximately  $12,000  per  year.

     -    MILESTONE  5:  IMPLEMENTATION  OF  ADVERTISING  CAMPAIGN/SALES  CALLS.
          Implementation  of  the  advertising campaign would begin with mailing
          the sales materials to the identified list of prospects. Approximately
          two  to  four  weeks thereafter, the salespeople would begin telephone
          follow  ups  and  scheduling  of  sales  calls.  Although  it  will be
          necessary  to  make sales calls throughout the life of the company, it
          is  estimated  that  the  first  round  of  sales  calls  will  take
          approximately  eight  to  twelve weeks to complete. The cost of salary
          and  expenses  for  two salespeople is estimated at $248,000 per year.

     -    MILESTONE 6: ACHIEVE REVENUES. It is difficult to quantify how long it
          will  take  to  convert  a  sales call into actual sales and revenues.
          Bentley  will not begin receiving orders until its sales force is able
          to convince potential clients to begin offering such products to their
          customers, or to convert from an existing supplier. Bentley hopes that
          clients  would  begin placing orders within for weeks of a sales call,
          but  it  may  take  several  months  before  people  begin to purchase
          products.  Moreover,  customers may not be willing to pay for products
          at  the  time  they  order, and may insist on buying on account, which
          delay  receipt  of  revenues  another  month  or  two.  Assuming  the
          Vitamineralherb.com  license  proves  to  be  feasible, in a best case
          scenario  Bentley  may  receive  its  first revenues as early as July,
          2001.  However,  a  more realistic estimate of first revenues would be
          February,  2002  or  later.


                                        7
<PAGE>
As  discussed more fully in the Management's Discussion and Analysis - Liquidity
and  Capital Resources section, Bentley will have to obtain additional financing
through  an  offering  or through 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  Bentley  or  at  all.

     INDUSTRY  BACKGROUND

     GROWTH  OF  THE  INTERNET  AND  ELECTRONIC  COMMERCE

The  Internet  has  become an increasingly significant medium for communication,
information  and  commerce.  According  to  NUA Internet Surveys, as of February
2000,  there  were approximately 275.5 million Internet users worldwide.  At the
IDC  Internet  Executive Forum held on September 28-29, 1999, IDC stated that in
1999  US $109 billion in purchases involved the Internet.  IDC's vice president,
Sean  Kaldor,  indicated  that figure is expected to increase more than ten-fold
over  the  next  five  years  to  US  $1.3  trillion  in 2003, with $842 million
completed  directly  over  the  Web.  Bentley believes that this dramatic growth
presents  significant  opportunities  for  online  retailers.

     THE  VITAMIN,  SUPPLEMENT,  MINERAL  AND ALTERNATIVE HEALTH PRODUCT MARKET.

In  recent  years,  a  growing  awareness  of vitamins, herbs, and other dietary
supplements  by  the general public has created a whole new segment in the field
of  medicine  and  health  care  products.  According to Jupiter Communications,
online  sales  of  such  products are expected to be US $434 million in the year
2003,  up  from  $1  million in 1998.  Bentley believes that several factors are
driving  this growth, including a rapidly growing segment of the population that
is  concerned  with aging and disease, a growing interest in preventative health
care,  favorable  consumer  attitudes  toward  alternative health products and a
favorable regulatory statute, the Dietary Supplement Health and Education Act of
1994.

     COMPETITION

The  electronic  commerce  industry  is  new,  rapidly  evolving  and  intensely
competitive,  and  Bentley  expects  competition  to  intensify  in  the future.
Barriers  to  entry are minimal and current and new competitors can launch sites
at  a  relatively  low  cost.  In addition, the vitamin, supplement, mineral and
alternative  health  product  market  is very competitive and highly fragmented,
with  no  clear  dominant leader and increasing public and commercial attention.

     Bentley's  competitors  can  be  divided  into  several  groups  including:

     -    traditional  vitamins,  supplements,  minerals  and alternative health
          products  retailers;
     -    the  online  retail  initiatives  of  several  traditional  vitamins,
          supplements,  minerals  and  alternative  health  products  retailers;
     -    online  retailers  of pharmaceutical and other health-related products
          that also carry vitamins, supplements, minerals and alternative health
          products;
     -    independent  online  retailers  specializing in vitamins, supplements,
          minerals  and  alternative  health  products;


                                        8
<PAGE>
     -    mail-order  and  catalog  retailers of vitamins, supplements, minerals
          and  alternative health products, some of which have already developed
          online  retail  outlets;  and
     -    direct sales organizations, retail drugstore chains, health food store
          merchants,  mass  market  retail  chains  and various manufacturers of
          alternative  health  products.

Many  of Bentley's potential competitors have longer operating histories, larger
customer  or  user  bases,  greater  brand recognition and significantly greater
financial,  marketing  and  other  resources  than Bentley has.  In addition, an
online  retailer  may  be  acquired  by, receive investments from, or enter into
other  commercial relationships with, larger, well-established and well-financed
companies  as  use  of  the  Internet  and  other electronic services increases.
Competitors  have  and  may  continue  to  adopt aggressive pricing or inventory
availability  policies  and  devote  substantially more resources to website and
systems  development  than  Bentley  does.  Increased  competition may result in
reduced  operating  margins  and  loss  of  market  share.

Bentley  believes  that  the  principal  competitive  factors in its market are:

     -    ability  to  attract  and  retain  customers;
     -    breadth  of  product  selection;
     -    product  pricing;
     -    ability  to  customize  products  and  labeling;
     -    quality  and  responsiveness  of  customer  service.

Bentley  believes  that  it  can  compete  favorably on these factors.  However,
Bentley  will  have  no  control  over  how  successful  its  competitors are in
addressing these factors.  In addition, with little difficulty, Bentley's online
competitors  can  duplicate  many  of  the  products  or services offered on the
Vitamineralherb.com  site.

Bentley  believes  that traditional retailers of vitamins, supplements, minerals
and  other  alternative  health  products face several challenges in succeeding:

     -    Lack  of  convenience  and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable  to  provide  consumers  with  product advice tailored to their
          particular  situation.
     -    Limited  product  assortment.  The  capital  and real estate intensive
          nature  of  store-based retailers limit the product selection that can
          be  economically  offered  in  each  store  location.
     -    Lack  of  Customer  Loyalty. Although the larger traditional retailers
          often  attract  customers,  many  of these customers are only one-time
          users.  People  are  often attractive to the name brands, but find the
          products  too  expensive.  It  is  understood  that  these are quality
          products  and  have  value,  but the multilevel structure of marketing
          often  employed  by  large  retailers  mandate  high  prices.

As  a result of the foregoing limitations, Bentley believes there is significant
unmet  demand  for an alternative shopping channel that can provide consumers of
vitamins,  supplements,  minerals  and  other alternative health products with a
broad  array  of  products  and  a  convenient  and private shopping experience.


                                        9
<PAGE>
Bentley  hopes  to  attract  and  retain  consumers  through  the  following key
attributes  of  its  business:

     -    Broad  Expandable  Product  Assortment. Bentley's product selection is
          substantially  larger  than  that  offered  by  store-based retailers.
     -    Low  Product  Prices.  Product  prices  can  be kept low due to volume
          purchases  through  Bentley's affiliation with Vitamineralherb.com and
          other  licensees.  Product  prices will also be lower due to Bentley's
          lack  of  need  of  inventory  and  warehouse  space. All products are
          shipped  from International Formulation and Manufacturing's inventory.
     -    Accessibility  to  Customized  Products.  At  minimal cost, health and
          fitness  practitioners  may offer their customers customized products.
     -    Access  to  Personalized  Programs. Health or fitness professional can
          tailor  vitamin  and  dietary  supplement  regimes  to  their clients.

     REGULATORY  ENVIRONMENT

The  manufacturing, processing, formulating, packaging, labeling and advertising
of  the  products Bentley sells may be subject to regulation by one or more U.S.
federal  or  Canadian  agencies, including the Food and Drug Administration, the
Federal  Trade  Commission,  the United States Department of Agriculture and the
Environmental  Protection  Agency.  These  activities  also  may be regulated by
various  agencies  of  the  states,  localities  and  foreign countries in which
consumers  reside.

The  Consumer  Packaging  and  Labeling Act, as administered by industry Canada,
requires  that  certain information labeling be presented in a prescribed manner
on all foods, drugs, dietary supplements and cosmetics.  A product may be deemed
an  unapproved  drug  and  "misbranded"  if it bears improper claims or improper
labeling.

The  Food  and  Drug  Administration,  in particular, regulates the formulation,
manufacture,  labeling and distribution of foods, including dietary supplements,
cosmetics  and  over-the- counter or homeopathic drugs.  Under the Federal Food,
Drug,  and  Cosmetic  Act,  the  Food  and  Drug  Administration  may  undertake
enforcement  actions  against  companies  marketing  unapproved  drugs,  or
"adulterated"  or "misbranded" products.  The remedies available to the Food and
Drug  Administration  include:  criminal  prosecution; an injunction to stop the
sale  of  a  company's  products;  seizure  of  products; adverse publicity; and
"voluntary"  recalls  and  labeling  changes.

Food  and  Drug  Administration  regulations  require that certain informational
labeling  be  presented  in  a  prescribed  manner  on all foods, drugs, dietary
supplements  and  cosmetics.  Specifically,  the  Food,  Drug,  and Cosmetic Act
requires  that  food, including dietary supplements, drugs and cosmetics, not be
"misbranded."  A product may be deemed an unapproved drug and "misbranded" if it
bears  improper  claims  or improper labeling.  The Food and Drug Administration
has  indicated  that  promotional statements made about dietary supplements on a
company's  website may constitute "labeling" for purposes of compliance with the
provisions  of  the Food, Drug, and Cosmetic Act.  A manufacturer or distributor
of  dietary  supplements  must  notify  the Food and Drug Administration when it
markets  a  product  with  labeling claims that the product has an effect on the
structure  or  function  of  the  body.  Noncompliance  with the Food, Drug, and
Cosmetic Act, and recently enacted amendments to that Act discussed below, could
result  in  enforcement  action  by  the  Food  and  Drug  Administration.


                                       10
<PAGE>
The  Food, Drug, and Cosmetic Act has been amended several times with respect to
dietary  supplements,  most recently by the Nutrition Labeling and Education Act
of  1990  and  the  Dietary  Supplement  Health  and Education Act of 1994.  The
Dietary  Supplement  Health  and Education Act created a new statutory framework
governing  the definition, regulation and labeling of dietary supplements.  With
respect to definition, the Dietary Supplement Health and Education Act created a
new class of dietary supplements, consisting of vitamins, minerals, herbs, amino
acids and other dietary substances for human use to supplement the diet, as well
as  concentrates,  metabolites,  extracts  or  combinations  of  such  dietary
ingredients.  Generally,  under the Dietary Supplement Health and Education Act,
dietary  ingredients that were on the market before October 15, 1994 may be sold
without Food and Drug Administration pre-approval and without notifying the Food
and  Drug  Administration.  In contrast, a new dietary ingredient, i.e., one not
on  the  market before October 15, 1994, requires proof that it has been used as
an  article of food without being chemically altered or evidence of a history of
use  or  other evidence of safety establishing that it is reasonably expected to
be  safe.  Retailers,  in  addition  to  dietary  supplement  manufacturers, are
responsible  for  ensuring  that  the  products they market for sale comply with
these regulations.  Noncompliance could result in enforcement action by the Food
and  Drug  Administration, an injunction prohibiting the sale of products deemed
to  be  noncompliant,  the  seizure  of  such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or statements made on
a company's website about dietary supplements may constitute "labeling" and thus
be  subject  to regulation by the Food and Drug Administration.  With respect to
labeling,  the  Dietary  Supplement Health and Education Act amends, for dietary
supplements,  the  Nutrition  Labeling  and  Education  Act  by  providing  that
"statements  of  nutritional  support,"  also referred to as "structure/function
claims,"  may  be  used  in  dietary  supplement  labeling without Food and Drug
Administration  pre-approval,  provided  certain  requirements  are  met.  These
statements  may describe how particular dietary ingredients affect the structure
or  function  of  the  body,  or  the  mechanism  of  action  by which a dietary
ingredient  may  affect  body  structure  or  function, but may not state a drug
claim,  i.e.,  a claim that a dietary supplement will diagnose, mitigate, treat,
cure  or  prevent  a  disease.  A  company  making  a  "statement of nutritional
support" must possess substantiating evidence for the statement, disclose on the
label  that  the Food and Drug Administration has not reviewed the statement and
that  the  product is not intended for use for a disease and notify the Food and
Drug  Administration  of the statement within 30 days after its initial use.  It
is  possible  that  the  statements  presented  in  connection  with  product
descriptions  on  Bentley's  site  may  be  determined  by  the  Food  and  Drug
Administration  to  be  drug  claims  rather  than  acceptable  statements  of
nutritional  support.  In  addition, some of Bentley's suppliers may incorporate
objectionable  statements  directly in their product names or on their products'
labels,  or otherwise fail to comply with applicable manufacturing, labeling and
registration  requirements  for over-the-counter or homeopathic drugs or dietary
supplements.  As  a result, Vitamineralherb.com may have to remove objectionable
statements  or  products  from  its  site or modify these statements, or product
names  or  labels,  in  order  to  comply  with  Food  and  Drug  Administration
regulations.  Such  changes could interfere with Bentley's marketing of products
and  could  cause  us  to  incur  significant  additional  expenses.


                                       11
<PAGE>
In  addition,  the  Dietary  Supplement  Health  and  Education  Act  allows the
dissemination of "third party literature" in connection with the sale of dietary
supplements  to  consumers  at  retail  if  the  publication  meets  statutory
requirements.  Under  the  Dietary  Supplement  Health and Education Act, "third
party  literature" may be distributed if, among other things, it is not false or
misleading,  no  particular  manufacturer  or  brand  of  dietary  supplement is
promoted,  a  balanced  view  of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements in
stores.  The  extent  to which this provision may be used by online retailers is
not  yet  clear,  and  Bentley cannot assure you that all pieces of "third party
literature"  that  may  be  disseminated in connection with the products Bentley
offers  for  sale  will  be  determined  to  be  lawful  by  the  Food  and Drug
Administration.  Any  such  failure  could  render  the  involved  product  an
unapproved  drug  or  a  "misbranded"  product,  potentially  subjecting  us  to
enforcement  action  by  the Food and Drug Administration, and could require the
removal of the noncompliant literature from Vitamineralherb.com's website or the
modification  of  Bentley's  selling methods, interfering with Bentley continued
marketing  of  that  product  and  causing  us  to  incur significant additional
expenses.  Given  the  fact that the Dietary Supplement Health and Education Act
was  enacted  only five years ago, the Food and Drug Administration's regulatory
policy  and  enforcement  positions  on certain aspects of the new law are still
evolving.  Moreover,  ongoing  and  future litigation between dietary supplement
companies  and  the  Food and Drug Administration will likely further refine the
legal  interpretations of the Dietary Supplement Health and Education Act.  As a
result,  the  regulatory status of certain types of dietary supplement products,
as  well  as the nature and extent of permissible claims will remain unclear for
the  foreseeable future.  Two areas in particular that pose potential regulatory
risk  are  the  limits  on  claims  implying some benefit or relationship with a
disease  or  related  condition  and  the application of the physical separation
requirement  for  "third  party  literature"  as  applied  to  Internet  sales.

In  addition to the regulatory scheme under the Food, Drug and Cosmetic Act, the
advertising  and promotion of dietary supplements, foods, over-the-counter drugs
and  cosmetics  is  subject  to  scrutiny  by the Federal Trade Commission.  The
Federal  Trade  Commission  Act  prohibits  "unfair or deceptive" advertising or
marketing  practices, and the Federal Trade Commission has pursued numerous food
and  dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made  via  the  Internet.  The  Federal  Trade  Commission has the power to seek
administrative  or  judicial  relief  prohibiting  a  wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent  order and seek monetary penalties for the violation of a consent order.
In  general, existing laws and regulations apply fully to transactions and other
activity  on  the  Internet.  The  Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media.  The Federal Trade
Commission  has  already undertaken a new monitoring and enforcement initiative,
"Operation  Cure-All,"  targeting allegedly bogus health claims for products and
treatments  offered  for  sale  on  the  Internet.  Many states impose their own
labeling  or  safety  requirements  that  differ from or add to existing federal
requirements.


                                       12
<PAGE>
Bentley  cannot  predict  the  nature  of  any  future  U.S.  or  Canadian laws,
regulations,  interpretations  or applications, nor can it determine what effect
additional  governmental  regulations  or  administrative  orders,  when  and if
promulgated,  would have on its business in the future.  Although the regulation
of  dietary  supplements  is  less  restrictive  than  that  of  drugs  and food
additives,  Bentley  cannot  assure  you  that  the current statutory scheme and
regulations  applicable  to  dietary  supplements  will remain less restrictive.
Further, Bentley cannot assure you that, under existing laws and regulations, or
if  more  stringent  statutes  are  enacted,  regulations  are  promulgated  or
enforcement  policies  are  adopted,  it  is or will be in compliance with these
existing  or new statutes, regulations or enforcement policies without incurring
material  expenses  or  adjusting its business strategy.  Any laws, regulations,
enforcement  policies,  interpretations  or applications applicable to Bentley's
business  could  require  the  reformulation  of  certain  products  to meet new
standards,  the  recall  or  discontinuance  of  certain products not capable of
reformulation,  additional  record  keeping,  expanded  documentation  of  the
properties  of  certain  products,  expanded or different labeling or scientific
substantiation.

     REGULATION  OF  THE  INTERNET

In  general,  existing  laws  and  regulations  apply  to transactions and other
activity  on  the Internet; however, the precise applicability of these laws and
regulations  to  the Internet is sometimes uncertain.  The vast majority of such
laws  were  adopted prior to the advent of the Internet and, as a result, do not
contemplate or address the unique issues of the Internet or electronic commerce.
Nevertheless,  numerous  federal  and  state  government  agencies  have already
demonstrated significant activity in promoting consumer protection and enforcing
other  regulatory and disclosure statutes on the Internet.  Additionally, due to
the  increasing  use of the Internet as a medium for commerce and communication,
it  is possible that new laws and regulations may be enacted with respect to the
Internet  and  electronic commerce covering issues such as user privacy, freedom
of  expression,  advertising,  pricing,  content  and  quality  of  products and
services,  taxation, intellectual property rights and information security.  The
adoption  of such laws or regulations and the applicability of existing laws and
regulations  to the Internet may impair the growth of Internet use and result in
a  decline  in  Bentley's  sales.

A number of legislative proposals have been made at the federal, state and local
level,  and  by  foreign  governments, that would impose additional taxes on the
sale  of  goods  and  services  over the Internet, and certain states have taken
measures  to tax Internet-related activities.  Although Congress recently placed
a  three-year  moratorium  on new state and local taxes on Internet access or on
discriminatory  taxes  on electronic commerce, existing state or local laws were
expressly  excepted  from  this  moratorium.  Further,  once  this moratorium is
lifted,  some  type  of  federal and/or state taxes may be imposed upon Internet
commerce.  Such  legislation  or  other attempts at regulating commerce over the
Internet may substantially impair the growth of commerce on the Internet and, as
a  result,  adversely  affect  Bentley's opportunity to derive financial benefit
from  such  activities.


                                       13
<PAGE>
     EMPLOYEES

Bentley  is a development stage company and currently has no employees.  Bentley
is  currently  managed by Michael Kirsh, its sole officer and director.  Bentley
looks to Mr. Kirsh for his entrepreneurial skills and talents.  Management plans
to  use consultants, attorneys and accountants as necessary and does not plan to
engage  any  full-time employees in the near future.  Bentley may hire marketing
employees  based  on  the  projected  size  of  the  market and the compensation
necessary  to  retain  qualified  sales  employees.  A  portion  of any employee
compensation  likely  would include the right to acquire stock in Bentley, which
would  dilute the ownership interest of holders of existing shares of its common
stock.

     AVAILABLE  INFORMATION  AND  REPORTS  TO  SECURITIES  HOLDERS

Bentley is subject to the information and periodic reporting requirements of the
Securities  Exchange  Act  and,  accordingly,  will file periodic reports, proxy
statements  and  other  information with the Securities and Exchange Commission.
Such  periodic reports, proxy statements and other information will be available
for  inspection  and  copying at the Commission's public reference room, and the
website  of Commission's Public Reference Room located at 450 Fifth Street N.W.,
Washington D.C. 20549.  Please call the Commission at 1-800-SEC-0330 for further
information  about  the  public  reference  rooms.  Bentley's  filings  with the
Commission  are  also  available  to the public from the Commission's website at
http://www.sec.gov.


ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

Bentleycapitalcorp.com  currently  maintains  limited  office space, occupied by
Michael  Kirsh, for which it pays no rent. Its address is 5076 Angus, Vancouver,
British  Columbia  V6M  3M5,  Canada  and  its  phone  number is (604) 269-9881.
Bentley  does not believe that it will need to obtain additional office space at
any  time  in  the  foreseeable  future  until  its  business plan is more fully
implemented.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
---------------------------------------------------------------------

No  matters  were  submitted  to the shareholders during the twelve month period
ended  December  31,  2000.


                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
-------------------------------------------------------------------------

No  established  public trading market exists for Bentley's securities.  Bentley
has  no  common  equity  subject  to  outstanding  purchase options or warrants.
Bentley  has  no  securities  convertible  into  its common equity.  There is no
common  equity  that could be sold pursuant to Rule 144 under the Securities Act
or  that  Bentley  has  agreed  to register under the Securities Act for sale by
shareholders.  There  is  no  common  equity that is being, or has been publicly
proposed  to  be,  publicly  offered  by  Bentley.


                                       14
<PAGE>
As  of  March 29, 2001, there were 2,000,000 shares of common stock outstanding,
held  by  50  shareholders  of  record.

To  date  Bentley  has  not  paid any dividends on its common stock and does not
expect  to  declare  or pay any dividends on its common stock in the foreseeable
future.  Payment of any dividends will depend upon Bentley's future earnings, if
any,  its financial condition, and other factors as deemed relevant by the Board
of  Directors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  March  20,  2000, Bentley issued 1,500,000 shares of common stock to Michael
Kirsh in compensation, along with a promissory note for $28,000, for the license
of  Vitamineralherb.com  rights.  The  issuance  of  the  shares was exempt from
registration  under Rule 506 of Regulation D, Regulation S and sections 3(b) and
4(2) of the Securities Act of 1933, as amended, due to Mr. Kirsh's status as the
founder  and  initial  management  of  Bentley,  and his status as an accredited
investor  and  his  foreign nationality, and the limited number of investors (1)


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The  following  discussion  and  analysis  of  Bentley'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  report.

     PLAN  OF  OPERATION

During  the  period  from  March 14, 2000 through December 31, 2000, Bentley 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  Bentley  during  this  period.

For the current fiscal year, Bentley 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.  Bentley 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.

Bentley'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.


                                       15
<PAGE>
     MANAGEMENT'S  DISCUSSION  & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
     OPERATIONS

Bentley  remains  in the development stage and, since inception, has experienced
no signigicant change in liquidity or capital resources or shareholders' equity.
Consequently,  Dynamic Venture's balance sheet as of December 31, 2000, reflects
total  assets of $9,838, in the form of a license and capitalized organizational
costs.  Organizational  expenses  of  $8,000  were  paid  for  by  the  majority
shareholder  and  expensed  to  operations.

The original sole shareholder 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.

Bentley's  business  plan  is  to  determine  the  feasibility  of  selling
Vitamineralherb.com  products  to  targeted  markets.  In order to determine the
feasibility  of  its business plan, Bentley plans, during the next six to twelve
months, to conduct research into these various potential target markets.  Should
Bentley  determine  that  the  exploitation  of the license is feasible, it will
engage  salespeople  to market the products. Based primarily on discussions with
the  licensor,  Bentley  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, Bentley 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.  Bentley will have to obtain
additional  financing  through  an  offering or capital contributions by current
shareholders.

Bentley 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
Bentley  or  at  all.  Bentley  has  no  commitments  for  capital expenditures.

In  addition,  Bentley  may  engaged  in  a  combination  with another business.
Bentley  has  engaged in discussions concerning potential business combinations,
but  has  not  entered  into  any  agreement  for  such  a  combination.

In  its Independent Auditor's Report, Bentley's accountants state that Bentley's
failure  to  generate  revenues and conduct operations since its inception raise
substantial  doubt  about  Bentley's  ability  to  continue  as a going concern.
Bentley  will  require substantial working capital, and currently has inadequate
capital  to  fund  its  business.  Bentley  may  be  unable  to  raise the funds
necessary  for  implementing  its  business plan, which could severely limit its
operations  and  cause  its  stock  to  be  worthless.


                                       16
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

                           Bentleycapitalcorp.com Inc.
                          (A Development Stage Company)


                                     Index

Independent Auditor's Report                                                 F-2

Balance Sheet                                                                F-3

Statement of Operations                                                      F-5

Statement of Cash Flows                                                      F-6

Statement of Stockholders' Equity                                            F-8

Notes to the Financial Statements                                            F-9


                                      F-1
<PAGE>
                          Independent Auditor's Report
                          ----------------------------


To  the  Board  of  Directors
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)


We have audited the accompanying balance sheet of Bentleycapitalcorp.com Inc. (A
Development Stage Company) as of December 31, 2000 and the related statements of
operations,  stockholders'  equity  and cash flows for the period from March 14,
2000  (Date  of  Inception) to December 31, 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audit.

We  conducted  our  audit  in  accordance  with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position  of Bentleycapitalcorp.com Inc. (A
Development  Stage  Company),  as  of  December 31, 2000, and the results of its
operations  and  its  cash  flows  for  the  period from March 14, 2000 (Date of
Inception)  to  December  31,  2000,  in conformity with U.S. generally accepted
accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has  not  generated  any  revenues  or  conducted any
operations  since  inception.  These  factors  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters are also discussed in Note 1. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


/s/  Manning  Elliott


CHARTERED  ACCOUNTANTS

Vancouver,  Canada

March  6,  2001
Bentleycapitalcorp.com  Inc.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
(A  Development  Stage  Company)
Balance  Sheet
(expressed  in  U.S.  dollars)


                                                                   December 31,
                                                                       2000

<S>                                                                <C>
                                    Assets
Current Assets
  Cash                                                                    9,838
License (Notes 3 and 4 (a))                                                   -
                                                                   -------------
                                                                          9,838
                                                                   =============

                     Liabilities and Stockholders' Equity
Current Liabilities
  Accrued liabilities                                                       800
  Note payable (Note 4(d))                                               28,000
  Due to a related company (Note 4(c))                                    5,000
                                                                   -------------
                                                                         33,800
                                                                   -------------

Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with a par
  value of $.0001; 20,000,000 preferred shares with a par value
  of $.0001; 2,000,000 common shares issued and outstanding                 200
Additional Paid in Capital                                               19,800
                                                                   -------------
                                                                         20,000
Preferred Stock, 20,000,000 preferred shares authorized with a
  par value of $.0001; none issued                                            -
Deficit Accumulated During the Development Stage                        (43,962)
                                                                   -------------
                                                                        (23,962)
                                                                   -------------


                                      F-3
<PAGE>
                                                                          9,838
                                                                   =============

Contingent Liability (Note 1)
Commitment (Note 3)
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)
Statement  of  Operations
(expressed  in  U.S.  dollars)


                                             From March 14, 2000
                                             (Date of Inception)
                                             to December 31, 2000
                                                      $

<S>                                         <C>
Revenue                                                         -
                                            ----------------------
Expenses
  Accounting and audit                                        800
  Amortization of license                                   6,187
  License written-off                                      18,563
  Organizational expenses and offering costs                8,000
  Transfer Agent                                              200
  Less: Interest income                                       (38)
                                            ----------------------
Net Loss                                                  (33,712)
                                            ======================

Net Loss Per Share                                           (.02)
                                            ======================

Weighted Average Shares Outstanding                     1,553,000
                                            ======================
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)
Statement  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                         From March 14, 2000
                                                         (Date of Inception)
                                                         to December 31, 2000
                                                                  $
<S>                                                     <C>
Cash Flows to Operating Activities
  Net loss                                                            (33,712)
  Adjustments to reconcile net loss to cash
    Amortization of license                                             6,187
    License written-off                                                18,563
  Non-cash items
    Accrued liabilities                                                   800
    Note payable                                                        8,000
                                                        ----------------------
Net Cash Used by Operating Activities                                    (162)
                                                        ----------------------
Cash Flows from Financing Activities
  Common stock issued                                                   5,000
  Due from a related company                                            5,000
                                                        ----------------------
Net Cash from Financing Activities                                     10,000
                                                        ----------------------
Change in cash                                                          9,838
Cash - beginning of period                                                  -
                                                        ----------------------
Cash - end of period                                                    9,838
                                                        ======================
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)


                                      F-6
<PAGE>
  A note payable was issued to a director
  for the acquisition of a License (Notes 3 and 4 (b))                 20,000
                                                        ----------------------
                                                                       24,750
                                                        ======================
Supplemental Disclosures
  Interest paid                                                             -
  Income tax paid                                                           -
</TABLE>


                                      F-7
<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)
Statement  of  Stockholders'  Equity
From  March  14,  2000  (Date of Inception) to December 31, 2000
(expressed  in  U.S.  dollars)


                                                                                        Deficit
                                                                                      Accumulated
                                                                   Additional         During the
                                                  Common Stock      Paid-in           Development
                                                 Shares    Amount   Capital    Total     Stage
                                                    #         $        $         $         $
<S>                                             <C>        <C>      <C>       <C>      <C>
Balance - March 14, 2000 (Date of Inception)            -        -         -        -         -
  Stock issued for a license at a fair market
    value of $0.01 per share                    1,500,000      150    14,850   15,000         -
  Stock issued for cash pursuant to an SB-2
    registration statement                        500,000       50     4,950    5,000         -
  Dividend deemed paid (Note 4(a))                      -        -         -        -   (10,250)
  Net loss for the period                               -        -         -        -   (33,712)
                                                ---------  -------  --------  -------  ---------
Balance - December 31, 2000                     2,000,000      200    19,800   20,000   (43,962)
                                                =========  =======  ========  =======  =========
</TABLE>

                                      F-8
<PAGE>
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.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  License

          The  cost to acquire a license is capitalized as incurred. These costs
          will  be  amortized  on  a  straight-line  basis  over the next twelve
          months,  commencing  April  1,  2000.

     (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


                                      F-9
<PAGE>
          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)  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.

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.

     See  Note 4 for consideration paid to a related party for the assignment of
     this  license.

     The  License has been written-off to operations as at December 31, 2000 due
     to  the  lack of historical cash flow of Vitamineralherb.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

     (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.


                                      F-10
<PAGE>
     (c)  The  Company  received  $5,000  from  Ucellit.com  Inc.,  a  company
          controlled  by  the  sole  director.  The  advance  is  unsecured,
          non-interest  bearing  and  has  no  specific  terms  of  repayment.


                                      F-11
<PAGE>
                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
-----------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

The  following  table sets forth the name, age and position of each director and
executive  officer  of  Bentley:

NAME               AGE    POSITION
--------------     ---    --------
Michael  Kirsh     46     President,  Secretary,  Treasurer,  Director

In  October,  2000,  Mr.  Kirsh  was elected as the sole officer and director of
Bentley, of which he is the majority stockholder.  He will serve until the first
annual  meeting  of  Bentley's  shareholders  and his successors are elected and
qualified.  Thereafter,  directors  will  be  elected  for one-year terms at the
annual  shareholders'  meeting.  Officers  will  hold  their  positions  at  the
pleasure  of  the  board  of  directors,  absent  any  employment  agreement.

During  the  past  five  years, Mr. Kirsh has worked with a group of independent
investors  that  acquires private companies and conducts reverse takeovers. In a
reverse  takeover,  the  shareholders  of  an  acquired company generally end up
owning  all  or  most  of  the  resulting  combined  company. Before forming his
investment  group,  Mr.  Kirsh  had  invested  in both real estate and the stock
market. From approximately 1986 to 1992 Mr. Kirsh developed two dental practices
in Vancouver, British Columbia, Canada, which he sold in 1992 before forming his
investment  group.  There  are no plans, arrangements, or understandings pending
for  BentleyCapitalCorp.com  to  acquire  any  or to be acquired by any company.
BentleyCapitalCorp.com  has engaged in discussions concerning potential business
combinations,  but  has  not  entered into any agreement for such a combination.

Michael  Kirsh,  Bentley's  sole  shareholder,  is  the  majority shareholder of
Ucellit.com,  a  company with a Vitamineralherb.com license for the territory of
Ontario,  Canada.  Ucellit.com  has registered its securities pursuant to a Form
SB-2  registration  statement.  Mr.  Kirsh is also the sole shareholder, officer
and  director  of  Gentry  Resources  Inc.  and  Growtex Inc., both of which are
reporting  companies  under  the  Securities  Exchange  Act  of  1934.

ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

No  officer  or  director  has received any remuneration from Bentley.  Although
there  is no current plan in existence, it is possible that Bentley will adopt a
plan  to  pay  or accrue compensation to its officers and directors for services
related  to the implementation of Bentley's business plan.  Bentley has no stock
option,  retirement,  incentive,  defined  benefit,  actuarial,  pension  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs  in the future. Bentley has no employment contract or compensatory plan
or  arrangement  with  any executive officer of Bentley.  The director currently
does  not receive any cash compensation from Bentley for his service as a member
of  the  board  of  directors.  There  is  no  compensation  committee,  and  no
compensation  policies  have  been  adopted.


                                       17
<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth,  as of March 30, 2001, Bentley's outstanding
common  stock  owned  of  record  or  beneficially by each Executive Officer and
Director  and by each person who owned of record, or was known by Bentley to own
beneficially,  more  than  5%  of its common stock, and the shareholdings of all
Executive  Officers  and  Directors as a group.  Each person has sole voting and
investment  power  with  respect  to  the  shares  shown.

<TABLE>
<CAPTION>
                                                      PERCENTAGE
                                            SHARES    OF SHARES
NAME                                        OWNED       OWNED
----------------------------------------  ----------  ----------
<S>                                       <C>         <C>
Michael Kirsh,
5076 Angus drive
Vancouver, BC V6M 3M5 Canada               1,500,000         75%
----------------------------------------  ----------  ----------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A
GROUP (1 Individual)                       1,500,000         75%
----------------------------------------  ----------  ----------
</TABLE>

DESCRIPTION  OF  SECURITIES

The  following  description  of  Bentley's  capital  stock  is  a summary of the
material  terms  of its capital stock.  This summary is subject to and qualified
in  its  entirety  by Bentley's articles of incorporation and bylaws, and by the
applicable  provisions  of  Washington  law.

The  authorized  capital  stock  of  Bentley  consists  of  120,000,000  shares:
100,000,000  shares  of Common Stock having a par value of $0.0001 per share and
20,000,000  shares  of  Preferred Stock having a par value of $0.0001 per share.
The  articles  of incorporation do not permit cumulative voting for the election
of  directors,  and  shareholders  do not have any preemptive rights to purchase
shares  in  any  future  issuance  of  Bentley's  common  stock.

The  holders  of shares of common stock of Bentley do not have cumulative voting
rights  in  connection  with the election of the Board of Directors, which means
that  the  holders  of  more than 50% of such outstanding shares, voting for the
election  of directors, can elect all of the directors to be elected, if they so
choose, and, in such event, the holders of the remaining shares will not be able
to  elect  any  of  Bentley's  directors.

The  holders  of  shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors.  The
Board  of  Directors  has  never  declared  a  dividend  and does not anticipate
declaring  a  dividend  in  the  future.  Each outstanding share of common stock
entitles  the  holder thereof to one vote per share on all matters.  The holders
of  the shares of common stock have no preemptive or subscription rights. In the
event  of  liquidation,  dissolution  or  winding  up of the affairs of Bentley,
holders are entitled to receive, ratably, the net assets of Bentley available to
shareholders  after  payment  of  all  creditors.


                                       18
<PAGE>
All  of  the  issued and outstanding shares of common stock are duly authorized,
validly  issued,  fully paid, and non-assessable.  To the extent that additional
shares  of Bentley's common stock are issued, the relative interests of existing
shareholders  may  be  diluted.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

No director, executive officer or nominee for election as a director of Bentley,
and  no  owner  of  five  percent or more of Bentley's outstanding shares or any
member of their immediate family has entered into or proposed any transaction in
which  the  amount  involved  exceeds  $60,000.

SIGNATURES
----------

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   BENTLEY  INC.

                                   By:  /s/  Michael  Kirsh
                                      --------------------
                                        Michael  Kirsh
                                        President

                                   Date: March  29,  2001
                                        -----------------


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                By:  /s/ Michael  Kirsh           Date: March  29,  2001
                   ---------------------------         -----------------
                     Michael Kirsh, President,
                     Director, Chief Financial
                     and Accounting Officer


                                       19
<PAGE>