Securities and Exchange Commission
                             Washington, D. C. 20549

                                   Form 10-QSB
(Mark  One)

[X]  Quarterly  Report  Under Section 13 or 15(d) Of The Securities Exchange Act
     Of  1934  For  The  Quarter  Ended  June  30,  2003.

[ ]  Transition  Report Under Section 13 or 15(d) off the Securities Exchange
     Act  of  1934

For  The  Transition  Period  From  _____  To  ______

Commission  File  No.  000-31883


                           BENTLEYCAPITALCORP.COM INC.
                 (Name of Small Business Issuer in Its Charter)

                Washington                                   91-2022700
       (State or Other Jurisdiction of                    (I.R.S. Employer
       Incorporation or Organization)                    Identification No.)

                     1150 Marina Village Parkway, Suite 103
                          Alameda, Ca            94501
                                 (510)  865-6412
           (Address Of Principal Executive Offices, Telephone Number)



As of August 14, 2003, there were 11,250,000 shares of common stock outstanding.

Transitional  Small  Business  Disclosure  Format      |  |  Yes     |X|  No


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<TABLE>
<CAPTION>
                                     PART I

                              FINANCIAL INFORMATION

Item  1.    Financial  Statements



                           BENTLEYCAPITALCORP.COM INC
                                TABLE OF CONTENTS


PAGE
<S>                                                                           <C>
Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 2002   F-1

Condensed Consolidated Statements of Operations for the three and six months
   ended June 30, 2003 and 2002                                               F-2

Condensed Consolidated Statements of Cash Flows for the six months ended
   June 30, 2003 and 2002                                                     F-3

Notes to Condensed Consolidated Financial Statements                          F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                                        JUNE 30,    DECEMBER 31,
                                                          2003          2002
---------------------------------------------------------------------------------
<S>                                                    <C>         <C>
ASSETS
CURRENT ASSETS
Cash                                                   $   7,054   $       1,385
Accounts receivable, less allowance of $2,442             27,711          32,755
Inventory, net of reserve for obsolescence of $5,572      16,735          20,661
---------------------------------------------------------------------------------

  TOTAL CURRENT ASSETS                                    51,500          54,801
---------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
Furniture and fixtures                                     4,670           4,670
Equipment and machinery                                   42,784          42,784
Leasehold improvements                                     1,886           1,886
Less:  accumulated depreciation                           (9,640)         (5,884)
---------------------------------------------------------------------------------

  NET PROPERTY AND EQUIPMENT                              39,700          43,456
---------------------------------------------------------------------------------

TOTAL ASSETS                                           $  91,200   $      98,257
---------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                       $ 145,309   $     127,638
Accrued expenses                                               -             183
---------------------------------------------------------------------------------

  TOTAL CURRENT LIABILITIES                              145,309         127,821
---------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized
  with a par value of $0.0001; no shares issued
  or outstanding.                                              -               -
Common stock, 100,000,000 common shares
  authorized with a par value of $0.0001;
  11,250,000 shares issued and outstanding,                1,126           1,126
Additional paid in capital                               521,350         491,440
Accumulated deficit                                     (576,585)       (522,130)
---------------------------------------------------------------------------------

  TOTAL STOCKHOLDERS' DEFICIT                            (54,109)        (29,564)
---------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT            $  91,200   $      98,257
---------------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of these condensed consolidated
                              financial statements.


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                           BENTLEYCAPITALCORP.COM INC
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                     FOR THE THREE MONTHS ENDED  FOR THE SIX MONTHS ENDED
                                              JUNE 30,                   JUNE 30,
                                     -------------------------  -------------------------
                                         2003         2002          2003         2002
--------------------------------------------------------------  -------------------------
<S>                                  <C>           <C>          <C>           <C>
SALES                                $    63,674   $   78,020   $   127,400   $  157,546

COST OF GOODS SOLD                        20,424       45,945        56,352      118,973
-----------------------------------------------------------------------------------------

GROSS MARGIN                              43,250       32,075        71,048       38,573
-----------------------------------------------------------------------------------------

OPERATING EXPENSES
General and administrative expenses       42,614       85,802        95,503      127,057
Fair value of officer services            15,000       15,000        30,000       30,000
-----------------------------------------------------------------------------------------
  TOTAL OPERATING EXPENSES                57,614      100,802       125,503      157,057
-----------------------------------------------------------------------------------------

NET LOSS                             $   (14,364)  $  (68,727)  $   (54,455)  $ (118,484)
-----------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER
  COMMON SHARE                       $     (0.00)  $    (0.02)  $     (0.00)  $    (0.04)
-----------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                  11,250,000    3,389,017    11,250,000    2,992,651
-----------------------------------------------------------------------------------------
</TABLE>

The  accompanying  notes  are  an integral part of these  condensed consolidated
financial  statements.


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
BENTLEYCAPITALCORP.COM  INC
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)


                                                      FOR THE SIX MONTHS ENDED
                                                             JUNE 30,
                                                       ---------------------
                                                         2003        2002
----------------------------------------------------------------------------
<S>                                                    <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $(54,455)  $(118,484)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                            3,756       1,766
  Fair value of officer services                         30,000      30,000
  Changes in operating assets and liabilities
    Accounts receivable                                   4,954       2,256
    Inventory                                             3,926       5,268
    Accounts payable                                     17,671      15,558
    Accrued expenses                                       (183)          -
----------------------------------------------------------------------------

  NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     5,669     (63,636)
----------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                           -      (2,345)
----------------------------------------------------------------------------

  NET CASH USED IN INVESTING ACTIVITIES                       -      (2,345)
----------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions                                         -      58,218
----------------------------------------------------------------------------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                   -      58,218
----------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                           5,669      (7,763)

CASH AT BEGINNING OF PERIOD                               1,385      12,618
----------------------------------------------------------------------------

CASH AT END OF PERIOD                                  $  7,054   $   4,855
----------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of these condensed consolidated
                              financial statements.


                                       F-3
<PAGE>
                           BENTLEYCAPITALCORP.COM INC
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATIONS

ORGANIZATION-  Proton  Laboratories,  LLC. (Proton) was incorporated on February
16,  2000  in the State of California. Proton did not begin its operations until
January  1,  2001. On January 1, 2001, Proton's sole owner contributed inventory
and  property  and  equipment  to  the  Company.

BentleyCapitalCorp.com  Inc.  (Bentley)  was  incorporated  in  the  State  of
Washington  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 Company was in
the  development  stage.

On  November  15,  2002,  Proton  entered  into  an  Agreement  and  Plan  of
Reorganization  with Bentley whereby the Company merged with and into VWO I Inc.
(VWO),  a  wholly owned subsidiary of Bentley (the "Merger"). As a result of the
Merger,  Proton's  sole owner, Edward Alexander, exchanged 100% of his ownership
for 8,750,000 shares of Bentley common stock, par value $0.0001 per share. Prior
to the Merger, Proton's sole owner (Mr. Alexander) entered into a Stock Purchase
Agreement  with  certain  shareholders  of  Bentley.  Under  the  Stock Purchase
Agreement,  Mr.  Alexander purchased 8,750,000 shares of common stock of Bentley
from  certain  Bentley  shareholders  for  $170,000.  The  8,750,000  shares Mr.
Alexander  acquired  were canceled as part of the Merger. VWO I Inc. changed its
name  to  Proton  Laboratories,  Inc.  (Proton)  as  part  of  the  Merger.

The  Merger  has  been  accounted  for  as  the reorganization of Proton and the
acquisition  of  Bentley's  assets  using the purchase method of accounting. For
financial  statement  purposes  Proton  is considered the parent corporation but
maintains  BentleyCapitalCorp.com  Inc  as  its  business  name and hereafter is
collectively  referred  to  as  the  "Company".

BASIS  OF  PRESENTATION- Proton changed from an LLC to a corporation on November
15,  2002.  The effect of the corporate status of the Company has been reflected
in  the  accompanying  consolidated  financial  statements.  The  accompanying
financial  statements  have  been restated to reflect the shares of common stock
acquired  through the merger as though they had been issued on the dates capital
contributions  were  received  from the majority owner of the Company, including
the  fair  value  of  services  rendered  and  the  acquisition  of  Bentley.

CONSOLIDATION POLICY- The accompanying consolidated financial statements reflect
the  financial position of Proton as of June 30, 2003 and December 31, 2002. The
results  of  its  operations include the activity of Proton for the three months
ended  June 30, 2003 and 2002 and the activity of Proton and Bentley for the six
months  ended June 30, 2003. All significant intercompany transactions have been
eliminated  in  consolidation.

CONDENSED  FINANCIAL  STATEMENTS  -  The  accompanying  unaudited  condensed
consolidated financial statements include the accounts of BentleyCapitalCorp.com
and  its  subsidiary  (the  "Company"). These financial statements are condensed
and,  therefore,  do not include all disclosures normally required by accounting
principles  generally accepted in the United States of America. These statements
should  be  read  in  conjunction  with  the  Company's  annual  financial


                                       F-4
<PAGE>
                           BENTLEYCAPITALCORP.COM INC
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATIONS  (CONTINUED)

statements  included  in  the  Company's December 31, 2002 Annual Report on Form
10-KSB.  In  particular,  the  Company's  significant accounting principles were
presented  as Note 1 to the consolidated financial statements in that report. In
the  opinion  of  management,  all adjustments necessary for a fair presentation
have  been  included  in  the  accompanying  condensed  consolidated  financial
statements  and  consist  of  only  normal recurring adjustments. The results of
operations  presented  in  the  accompanying  condensed  consolidated  financial
statements for the six months ended June 30, 2003 are not necessarily indicative
of  the results that may be expected for the full year ending December 31, 2003.

NOTE  2  -  BUSINESS  CONDITION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplate continuation of the Company as a going concern. The
company has incurred net losses of $54,455 and $118,484 for the six months ended
June  30,  2003  and 2002, respectively. Cash provided by operations for the six
months  ended  June 30, 2003 was $5,669. The Company's revenues decreased during
2003  and  capital  contributions  were required from the Company's president to
fund  operations.

The  Company is currently in a start-up phase and working towards raising public
funds  to  expand its marketing and revenues. The Company has spent considerable
time  in  contracting  with  several  major  overseas  corporations  for  the
co-development  of  enhanced  antioxidant  beverages  for  distribution into the
overseas markets. In addition, the Company is working with its Canadian business
associates  to  identify institutional businesses to market various disinfection
applications  based  upon  functional  water,  pending  government  approval.

The  Company's  ability  to  continue  as  a going concern is dependent upon its
ability  to  generate  sufficient cash flows to meet its obligations on a timely
basis,  to  obtain  additional  financing  as may be required, and ultimately to
attain  profitable  operations.  However,  there is no assurance that profitable
operations  or  sufficient  cash  flows  will  occur  in  the  future.

NOTE  3  -  CONTRIBUTED  CAPITAL

During  the  six  months  ended June 30, 2003, the president did not receive any
amounts  related  to  his salary. Thus the Company recorded a salary expense and
contributed  capital for the fair value the president's services. During the six
months  ended June 30, 2003 the president contributed $29,911 in the form of his
salary  and  cash.


                                       F-5
<PAGE>
Item  2.     Management's  Discussion  and  Analysis

FORWARD-LOOKING  STATEMENT

     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 our actual results, performance or achievements, of 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. We disclaim 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. In addition to the forward-looking
statements contained in this Form 10-QSB, the following forward-looking factors
could cause our future results to differ materially our forward-looking
statements: competition, funding, government compliance and market acceptance of
our products.

INTRODUCTION

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the audited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-QSB. The accompanying consolidated financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate our continuation as
a going concern.

     Our independent auditors made a going concern qualification in their report
dated March 20, 2003, which raises substantial doubt about our ability to
continue as a going concern. Our revenue decreased during 2002 and capital
contributions were required from our president to fund operations. These
conditions raise a substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should we be unable to
continue in existence. Our ability to continue as a going concern is dependent
upon our ability to generate sufficient cash flows to meet our obligations on a
timely basis, to obtain additional financing as may be required, and ultimately
to attain profitable operations. However, there is no assurance that profitable
operations or sufficient cash flows will occur in the future.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires


<PAGE>
the us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. These estimates and
assumptions provide a basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions, and these differences may be material.

We recognize revenue when all four of the following criteria are met: (i)
persuasive evidence that an arrangement exists; (ii) delivery of the products
and/or services has occurred; (iii) the selling price is both fixed and
determinable and; (iv) collectibility is reasonably probable. Our revenues are
derived from sales of industrial, environmental and residential systems which
alter the properties of water to produce functional water. We believe that this
critical accounting policy affects our more significant judgments and estimates
used in the preparation of our consolidated financial statements.

     Our fiscal year end is December 31.

RESULTS  OF  OPERATIONS-QUARTERS  ENDED  JUNE  30,  2003  AND  2002.

     We had revenue of $63,674 for the quarter ended June 30, 2003, compared to
revenue of $78,020 for the quarter ended June 30, 2002.

     We had a net loss of $14,364 for the quarter ended June 30, 2003, compared
to a net loss of $68,727 for the quarter ended June 30, 2002.

RESULTS  OF  OPERATIONS-SIX  MONTHS  ENDED  JUNE  30,  2003  AND  2002.

     We had revenue of $127,400 for the six months ended June 30, 2003, compared
to revenue of $157,546 for the six months ended June 30, 2002.

     We had a net loss of $54,455 for the six months ended June 30, 2003,
compared to a net loss of $118,484 for the six months ended June 30, 2002.

     Cash provided by operating activities was $5,669 for the six months ended
June 30, 2003, compared to cash used in operating activities $63,636 for the six
months ended June 30, 2002.

     We devoted a significant amount of time during year ended December 31,
2002, the six months ended June 30, 2003 and the quarter ended June 30, 2003 to
completing our acquisition of Proton Laboratories. A substantial amount of legal
and accounting fees were incurred in the acquisition and merger of Proton into
our subsidiary and the required filings with the Securities and Exchange
Commission related to the merger. The merger activity significantly contributed
to our net loss in the quarter ended June 30, 2003.

     We are currently seeking funds to expand our marketing and revenues. We
have spent considerable time in contracting with several major overseas
corporations for the


<PAGE>
co-development of enhanced antioxidant beverages for distribution into the
overseas markets. We are working with Canadian business associates to identify
institutional businesses to market various disinfection applications based upon
functional water, pending government approval.

PLAN  OF  OPERATION

     During the period from March 14, 2000 through November 15, 2002, we did not
engage in significant operations other than organizational activities,
acquisition of the rights to market the products of Vitamineralherb.com, Inc.,
the preparation for registration of our securities under the Securities Act of
1933, as amended, and capital raising. No revenues were received by us during
that period.

     Since our acquisition of Proton Laboratories in November 2002, our business
has been focused on marketing functional water equipment and systems.
Alkaline-concentrated functional water may have health-beneficial properties and
may be used for drinking and cooking purposes. Acidic-concentrated functional
water may be used as a topical, astringent medium. We may become active in
marketing Vitamineralherb.com products in the future if the licensor,
Vitamineralherb.com, Inc., establishes an active e-business web site

LIQUIDITY

     As of June 30, 2003, we had cash on hand of $7,054. Our growth is dependent
on attaining profit from our operations, or our raising additional capital
either through the sale of stock or borrowing. There is no assurance that we
will be able to raise any equity financing or sell any our products at a profit.

     During the six months ended June 30, 2003, our President did not receive
any amounts related to his salary. During the six months ended June 30, 2003,
our President contributed his services and capital contributions to us. We
determined that the fair value of our President's services and capital
contributions during the six months ended June 30, 2003 was $29,911. We recorded
a salary expense and contributed capital of $29,911 during the six months ended
June 30, 2003.

Item  3.    Controls  and  Procedures.

     Edward Alexander, our Chief Executive Officer and Chief Accounting Officer,
has concluded that our disclosure controls and procedures are appropriate and
effective. He has evaluated these controls and procedures as of a date within 90
days of the filing date of this report on Form 10-QSB. There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


<PAGE>
                                    PART II

                                OTHER INFORMATION

Item  1.     Legal  Proceedings.

                    None.

Item  2.     Changes  in  Securities.

                    None.

Item  3.     Defaults  Upon  Senior  Securities.

                    None.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.

                    None.

Item  5.     Other  Information.

                    None.

Item  6.     Exhibits  and  Reports  on  Form  8-K.


               (a)  Exhibits.


Exhibit     31.1          Certification.

Exhibit     31.2          Certification.

Exhibit     32.1          Certification.

Exhibit     32.2          Certification.

               (b)  Reports on Form 8-K.

     On April 1, 2003, we filed a Form 8-K Amendment Number 1 reporting Item 7
Financial Statements.


<PAGE>
                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                BENTLEYCAPITALCORP.COM INC.


Date:  August  14,  2003               (signed)  __________________________

                                       By:  /s/  Edward  Alexander
                                       Edward  Alexander
                                       Chief  Executive  Officer,
                                       Director,  President,  and
                                       Chief  Accounting  Officer


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