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, 2002

  [ ]    TRANSITION  REPORT  UNDER  SECTION  13  OR  15(D)  OF  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)

                                5076 ANGUS DRIVE
                          VANCOUVER, BC V6M 3M5 CANADA
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (604) 269-9881
                            ISSUER'S TELEPHONE NUMBER

CHECK  WHETHER  THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13  OR  15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD  THAT  THE  COMPANY  WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
       SUBJECT  TO  SUCH  FILING  REQUIREMENTS  FOR  THE  PAST  90  DAYS.

                                YES |X|       NO | |

As of August 14, 2002, there were outstanding 2,250,000 shares of common stock,
                                 par value  $.0001

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


<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION


Item  1.   Financial  Statements.


Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)



                                                             June 30,     December 31,
                                                               2002           2001
                                                                $              $
                                                           (unaudited)     (audited)
<S>                                                        <C>           <C>
Assets

Current Assets

  Cash                                                           9,303          11,432

License (Notes 3 and 4(a))                                           -               -
---------------------------------------------------------------------------------------

Total Assets                                                     9,303          11,432
=======================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                               1,129             469
  Accrued liabilities                                            4,000           2,000
  Note payable (Note 4(b))                                           -          28,000
  Due to a related party (Note 4(c))                                 -           5,000
---------------------------------------------------------------------------------------

Total Liabilities                                                5,129          35,469
---------------------------------------------------------------------------------------

Stockholders' Deficit

Common Stock, 100,000,000 common shares authorized
with a par value of $0.0001; 20,000,000 preferred shares
with a par value of $.0001; 2,250,000 common shares
issued and outstanding                                             225             225

Additional Paid in Capital                                      29,775          29,775
---------------------------------------------------------------------------------------

                                                                30,000          30,000
Preferred Stock, 20,000,000 preferred shares
authorized with a par value of $0.0001; none issued                  -               -

Deficit Accumulated During the Development Stage               (25,826)        (54,037)
---------------------------------------------------------------------------------------

Total Stockholders' Deficit                                      4,174         (24,037)
---------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                      9,303          11,432
=======================================================================================

<FN>
Contingent Liability (Note 1)

Commitment (Note 3)

Subsequent Event (Note 5)
</TABLE>


                                       F-1
(The accompanying notes are an integral part of the financial statements)


<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)



                                                       From
                                                   March 14, 2000         Three Months              Six Months
                                                (Date of Inception)           Ended                    Ended
                                                    to June 30,              June 30,                 June 30,
                                                       2002             2002         2001         2002         2001
                                                        $                 $            $            $            $
<S>                                            <C>                   <C>          <C>          <C>          <C>
Revenue                                                          -            -            -            -            -
-----------------------------------------------------------------------------------------------------------------------


Expenses
  Accounting and audit                                       4,675          225          425          750          725
  Amortization of license                                    6,187            -            -            -            -
  Bank charges                                                  42            -            -            -            -
  Legal                                                      7,500        2,500        5,000        2,500        5,000
  License fee                                                1,000            -            -          500            -
  License written-off                                       18,563            -            -            -            -
  Organizational expenses and offering costs                 8,000            -            -            -            -
  Transfer agent and regulatory fees                         2,794        1,021            -        1,080        1,181
  Less:     Interest income                                   (185)         (21)         (24)         (41)         (63)
                    Forgiveness of debt (Note 4)           (33,000)     (33,000)           -      (33,000)           -
-----------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                                    (15,576)     (29,275)      (5,401)     (28,211)      (6,843)
=======================================================================================================================

Net Loss Per Share                                                          .01         (.01)         .01         (.01)
=======================================================================================================================

Weighted Average Shares Outstanding                                   2,250,000    2,000,000    2,250,000    2,000,000
=======================================================================================================================

<FN>
(Diluted loss per share has not been presented as the result is anti-dilutive)
</TABLE>


                                       F-2
(The accompanying notes are an integral part of the financial statements)


<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)


                                                        Six Months
                                                           Ended
                                                          June 30,
                                                       2002       2001
                                                         $         $
<S>                                                  <C>        <C>
Cash Flows to Operating Activities

  Net income (loss) for the period                     28,211    (6,843)

  Adjustment to reconcile net income (loss) to cash

    Forgiveness of debt                               (33,000)        -

  Less non-cash working capital items

    Accounts payable and accrued liabilities            2,660     4,925
------------------------------------------------------------------------
Net Cash Used by Operating Activities                  (2,129)   (1,918)
------------------------------------------------------------------------
Decrease in cash                                       (2,129)   (1,918)

Cash - beginning of period                             11,432     9,838
------------------------------------------------------------------------
Cash - end of period                                    9,303     7,920
========================================================================

Non-Cash Financing Activities                               -         -
========================================================================

Supplemental Disclosures

  Interest paid                                             -         -
  Income tax paid                                           -         -
</TABLE>


                                       F-3
(The accompanying notes are an integral part of the financial statements)


<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.

     The  Company  filed an SB-2 Registration Statement with the U.S. Securities
     Exchange  Commission  which  was  declared  effective November 2, 2000. The
     Company completed its offering and issued 500,000 common shares at $.01 per
     share  for  cash  proceeds  of  $5,000.

     The  Company also raised $10,000 pursuant to a private placement of 250,000
     shares  at  $0.01  per  share  to one Canadian investor on October 2, 2001.
     These  shares  are  restricted  under  Rule  144.


2.   Summary of Significant Accounting Policies

     (a)  Year End

          The Company's fiscal year end is December 31.

     (b)  Long Lived Assets

     The carrying value of long lived assets are evaluated in each reporting
     period to determine if there were events or circumstances which would
     indicate a possible inability to recover the carrying amount. Such
     evaluation is based on various analyses including assessing the Company's
     ability to bring the commercial applications to market, related
     profitability projections and undiscounted cash flows relating to each
     application which necessarily involves significant management judgment.

     (c)  Cash and Cash Equivalents

     The Company considers all highly liquid instruments with a maturity of
     three months or less at the time of issuance to be cash equivalents.

     (d)  Revenue Recognition

     The Company will receive from the Grantor of the license, commissions of
     one-half of all the profit on all sales made through the Grantor's Web
     Site. The commission revenue will be recognized in the period the sales
     have occurred. The Company will report the commission revenue on a net
     basis as the Company is acting as an Agent for the Grantor and does not
     assume any risks or rewards of the ownership of the products. This policy
     is prospective in nature as the Company has not yet generated any revenue.

     (e)  Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the periods. Actual results could differ from those estimates.


                                       F-4
(The accompanying notes are an integral part of the financial statements)
<PAGE>
2.   Summary of Significant Accounting Policies (continued)

     (f)  Offering Costs

     In accordance with SEC staff accounting Bulletin No. 5 offering costs may
     properly be deferred and charged against proceeds of the offering. The
     Company has elected to charge such offering costs to operations.

     (g)  Interim Financial Statements

     These interim unaudited financial statements have been prepared on the same
     basis as the annual financial statements and in the opinion of management,
     reflect all adjustments, which include only normal recurring adjustments,
     necessary to present fairly the Company's financial position, results of
     operations and cash flows for the periods shown. The results of operations
     for such periods are not necessarily indicative of the results expected for
     a full year or for any future period.


3.   License

     The  Company's  only  asset  is  a  license  to  market vitamins, minerals,
     nutritional  supplements  and  other  health  and  fitness  products in the
     Province  of  British Columbia, Canada, through the Grantor's Web Site. The
     Company  desires  to  market  these  products  to  medical  practitioners,
     alternative  health  professionals,  martial  arts studios and instructors,
     sports and fitness trainers, other health and fitness practitioners, school
     and  other  fund raising programs and other similar types of customers. The
     license  was  acquired  on  March  20,  2000 for a term of three years with
     renewal  rights. The Company must pay an annual fee of $500 for maintenance
     of  the  Grantor's Web Site commencing on the anniversary date. The Grantor
     of  the  license retains 50% of the profits. The License was written-off to
     operations  in  fiscal  2000.  However  it  is  the  Company's intention to
     determine if it is economically feasible to commercially exploit a business
     plan.

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


4.   Related Party Transactions

     (a)  The License referred to in Note 3 was assigned to the Company by the
          sole director and President of the Company for consideration of
          1,500,000 shares having a fair market value of $15,000 and a note
          payable of $20,000. The Company has estimated the cost of the license
          to its President at $24,750. The estimate is based on an allocation of
          the President's cash outlay of $33,000 for common stock of Gentry
          Resources, Inc., by virtue of which the President obtained the license
          as well as his continued ownership of Gentry Resources, Inc. The fair
          market value of $35,000, based on comparable transactions at the time
          of acquisition, was allocated to note payable as to $20,000, par value
          as to $150 and additional paid in capital as to $14,850. The excess of
          fair market value over predecessor cost, being $10,250, is treated as
          a dividend which increased the deficit. The Grantor of the License is
          not related to the Company.

     (b)  The President of the Company also paid for organizational expenses and
          offering costs in the amount of $8,000 which was added to the $20,000
          note payable. The note payable is unsecured, non-interest bearing and
          has no specific terms of repayment. The $28,000 note payable was
          forgiven on June 3, 2002.

     (c)  The Company received $5,000 from Ucellit.com Inc., a company
          controlled by the sole director. During fiscal 2001 the director
          loaned $5,000 to the Company to repay the loan from Ucellit.com. The
          advance is unsecured, non-interest bearing and has no specific terms
          of repayment. This balance owing was forgiven on June 3, 2002.


5.   Subsequent Event

     The  Company  intends to enter into an Agreement and Plan of Reorganization
     pursuant to which Proton Laboratories, LLC ("Proton"), a California limited
     liability  company  controlled by the majority shareholder, will merge with
     the Company. Proton's owners will exchange 100% of Proton for shares in the
     Company  and such other consideration that may be agreed to by the parties.


                                       F-5
<PAGE>
Item  2.   Management's  Discussion  and  Analysis,  and  Plan  of  Operation


Certain statements contained in this Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar import, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Bentleycapitalcorp.com, Inc. to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. Bentleycapitalcorp.com, Inc.
disclaims any obligation to update any such factors or to announce publicly the
results of any revision of the forward-looking statements contained or
incorporated by reference herein to reflect future events or developments.

The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-QSB. This Form 10-QSB contains, in addition to
historical information, forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from the results discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences include those discussed below, as well as those discussed
elsewhere in this Form 10-QSB.

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 June 30, 2002 Bentley has engaged
in no significant operations other than organizational activities, acquisition
of the rights to market Vitamineralherb, preparation for registration of its
securities under the Securities Act of 1933, as amended, and capital raising. No
revenues were received by Bentley during this period.

For the second quarter of 2002, we incurred a loss as a result of 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.


     MANAGEMENT'S  DISCUSSION  & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
     OPERATIONS


Bentley remains in the development stage and, since inception, has experienced
no significant change in liquidity or capital resources or shareholders' equity.
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
(whenever that might be in the future), 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 customers 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 for the year ended December 31, 2001,
Bentley's independent auditor stated 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.


RESULTS  OF  OPERATIONS

During the period from March 14, 2000 (date of inception) through June 30, 2002,
the Company has engaged in no significant operations other than raising $15,000
for the issuance of 750,000 common shares, and organizational activities and
acquisition of the rights to market Vitamineralherb products. No revenues were
received by the Company during this period.

Tthe Company continues to anticipate incurring losses  as a result of expenses
associated with setting up a company structure to begin implementing its
business plan. The Company's business plan is to determine the feasibility of
marketing the Vitamineralherb products in various markets, and, if the products
prove to be in demand, begin marketing and selling Vitamineralherb products.


<PAGE>
We  had  a net loss of $29,275 for the quarter ended June 30, 2002 compared to a
net  loss  of  $5,401 for  the  quarter ended June 30, 2001.

LIQUIDITY

The Company has historically satisfied its capital needs by borrowing from
related parties in the short-term, and by selling common stock. The operation,
development and expansion of our business will likely require additional capital
infusions for the foreseeable future. The deficit at June 30, 2002, was $25,826.

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. The Company's balance sheet as of June 30, 2002, reflects
total assets of $9,303 in the form of cash.

The original sole shareholder paid for organizational expenses and offering
costs in the amount of $8,000 which was added to the $20,000 note payable. The
note payable is unsecured non-interest bearing and has no specific terms of
repayment.

The Company's business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets in British Columbia, Canada. In
order to determine the feasibility of its business plan, the Company plans,
during the next twelve months, to conduct research into these various potential
target markets. Should the Company determine that the exploitation of the
license is feasible, it will engage salespeople to market the products. Based
primarily on discussions with the licensor, the Company believes that during its
first operational quarter, it will need a capital infusion of approximately
$55,000 to achieve a sustainable sales level where ongoing operations can be
funded out of revenues. This capital infusion is intended to cover costs of
advertising, hiring and paying two salespeople, and administrative expenses. In
addition, the Company will need approximately $260,000 in the event it
determines that its market will not pay in advance and it will have to extend
credit. The Company will have to obtain additional financing through an offering
or capital contributions by current shareholders.

The Company will need additional capital to carry out its business plan or to
engage in a business combination. No commitments to provide additional funds
have been made by management or other shareholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. The Company has no commitments for capital expenditures.

In addition, the Company may engage in a combination with another business. The
Company has engaged in discussions concerning potential business combinations,
and in June 2002, a change of control in connection a reorganization occurred.
As a result, it is likely that the Company will abandon its efforts to market
Vitamineralherb.com products and enter a new business. See Item 5, Other
Information.


<PAGE>
PART  II  -  OTHER  INFORMATION


Item  5.   Other  Information.

Subsequent Event
----------------

     Change of Control.  On  June  3,  2002,  Dr. Michael  Kirsh, our Director,
     -----------------
President and our the majority shareholder entered into a Stock Purchase
Agreement with  Edward  Alexander  pursuant  to  which  Mr. Alexander  acquired
1,500,000  shares owned by Dr. Kirsh.  In addition, Mr. Alexander acquired
250,000 shares owned  by  our minority shareholder, Brian Gruson.  As a result,
Mr. Alexander now owns approximately 78% of our outstanding shares of common
stock.   In conjunction with the Stock Purchase Agreement, Mr. Alexander and us
intend to enter into an Agreement and Plan of Reorganization pursuant to which
Proton Laboratorie's, LLC, a California limited liability company, will merge
with our -owned subsidiary, VWO I Inc. Proton's owners will exchange 100% of
Proton's shares for shares in Bentley and such other consideration that may be
agreed to by the parties. The Stock Purchase Agreement and Agreement and Plan of
Reorganization are part of a single integrated plan on the part of Mr. Alexander
to acquire control over us in connection with Bentley's acquisition of Proton.
Proton will become our wholly-owned subsidiary through its merger with VWO I,
Inc.  All of these matters were previously reported by us on three Form 8-K's.
Also previously reported on the same three Forms 8-k and on Schedule 14(f)(1) in
connection with the change of control, were the proposed changes of our
directors and officers.  In approximately ten days from August 15, 2002, Dr.
Kirsh will resign as our Director and President.  The following persons will
then become our  directors and officers:


                    PROPOSED EXECUTIVE OFFICERS AND DIRECTORS
                     AFTER THE RESIGNATION OF MICHAEL KIRSH

------------------------------------------------------------------------
NAME              AGE                      POSITION
------------------------------------------------------------------------

Edward Alexander   50  President, Director
------------------------------------------------------------------------
Dick Wullaert      64  Vice President, Chief Technical Officer, Director
------------------------------------------------------------------------
Micael Ledwith     59  Director
------------------------------------------------------------------------


Edward Alexander has been the owner and president of Proton Laboratories LLC
since January, 2001. Proton has structured the introduction of an electrolytic
water separation technology that has a wide array of uses in industry, product
formulations and as consumer products. From January, 1997 to July, 1998, he
served as owner and president of Advanced H2O, LLC, Alameda, California. In
July, 1998 he formed Advanced H2O, Inc. in Bellevue, Washington, to specialize
in bottled water production. He continues to serve as a consultant to Advanced
H2O, Inc. Prior to 1997, he served as General Manager, Tomoe Incorporated, South
San Francisco, California, and held various positions with various divisions of
the Navy Resale System. Mr. Alexander will serve as president and a director of
the Company.

Dr. Wullaert is currently President of Bioguard Industries, Inc., a small
technical service company specializing in water and materials science research.
He provides technical services for the production (system design, electrode
development), use (disinfection, food processing, beverages, nutraceuticals,
agriculture, etc.) and testing (conventional and new) of functional water. He
has held this position since 1994. Since 1997, he has also served as President
of the Functional Water Society of North America (FWSNA), a non profit
corporation dedicated to promoting the technology and applications of functional
water. As President, he has developed an extensive database of functional water
technology and applications, organized conferences on functional water in the
US, and participated in Functional Water Foundation Symposiums in Japan. From
March 2000 to June 2001, he served as Chief Technology Officer of Advanced H2O,
Inc., where he was responsible for research and development programs and the
laboratory. From 1991 to 1999, he served as Senior Materials Engineer, of SAIC,
a NRC program on the technical basis for extending the license for dry cask
storage of spent nuclear fuel. He managed several projects on the
electrochemical treatment of water, developed new business in water technology
and materials degradation, provided technical support to DOE-HQ on materials,
structural integrity, and life extension issues, and represented NRC and DOE on
national consensus committees. He received his Ph.D. in Materials Science from
Stanford in 1969. Dr. Wullaert will serve as Vice President, Chief Technical
Officer, and a director of the Company.

Dr. Micael F. Ledwith has been retired for the past five years. He was Professor
of Systematic Theology at the Pontifical University of Maynooth in Ireland from
1976 to 1994. He was later Dean of the Faculty, Head of Department and Editor of
"The Irish Theological Quarterly. He was later appointed a Consulting Editor of
the renowned international review "Communio" and still serves in that capacity.
He was appointed Vice-President of the University in 1980, re-appointed in 1983,
and was appointed President in 1985. He served as Chairman of the Committee of
Heads of the Irish Universities and was a Member of the Governing Bureau of the
European University Presidents' Federation (CRE). He retired from his
Professorship on September 30, 1996 and has since continued to pursue his
interest in research, writing, and lecturing in the field of actualizing human
potential. Since November 2001 he has been a partner in World of Star Stuff,
which markets whole food products.


<PAGE>
     Item  6.   Exhibits  and  Reports  on  Form  8-K.

     (a)  Exhibits

          99.1 Certification.

     (b)  Reports  on  Form  8-K

On June 25, 2002, we filed a report on Form 8-K dated June 3, 2002 reporting
Item 1. Change in Control Of Registrant.

On August 2, 2002, we filed a report on Form 8-K Amendment Number 1 dated June
3, 2002 reporting Item 1. Change in Control Of Registrant.



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized._


                                       BENTLEYCAPITALCORP.COM  INC.




                                       -------------------------------------
Date:  August 15, 2002                 By: /s/  Dr.  Michael  Kirsh
                                           Dr. Michael  Kirsh,  Director,
                                           President  and  Chief  Accounting
                                           Officer


<PAGE>