SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   ------------------------------------------
                                   FORM 10-KSB
                                 AMENDMENT NO. 1

                                   (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>
The  following  item  is  added  to  issuer's Form 10-KSB for the year end dated
December  31,  2000.

ITEM  13.  LEGAL  PROCEEDINGS
-----------------------------

None.

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.

                                   BENTLEYCAPITALCORP.COM INC.

                                   By: /s/ Michael Kirsh
                                       -----------------
                                       Michael Kirsh
                                       President, Chief Financial and Accounting
                                       Officer,  Sole  Director

                                    Date: April 13, 2001
                                          --------------



<PAGE>