U. S. 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  March 31, 2001
                       --------------

[ ]     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                                                            91-202700
----------                                                            ---------
(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

                                       N/A
                           ---------------------------
          (Former Name or Former Address, if changed since last Report)

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.

      (1)     Yes  X     No           (2)   Yes  X      No
                  ---       ---                 ---        ---

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

                                As of May 9, 2001

               2,000,000 shares of common stock, par value $.0001

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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


<PAGE>
PART  I  -  FINANCIAL  INFORMATION

Item  1.     Financial  Statements.

The  Financial  Statements  of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together  with  related  Notes.  In  the  opinion  of  management, the Financial
Statements  fairly  present  the  financial  condition  of  the  Company.

                           Bentleycapitalcorp.com Inc.
                          (A Development Stage Company)
                          Interim Financial Statements
                                 March 31, 2001
                                   (Unaudited)


<PAGE>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)


                          Index to Financial Statements

Balance  Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . .    F-1

Statements  of  Operations. . . . . . . . . . . . . . . . . . . . . . .    F-2

Statements  of  Cash  Flows . . . . . . . . . . . . . . . . . . . . . .    F-3

Notes  to  the  Financial  Statements . . . . . . . . . . . . . . . . .    F-4


<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)
Balance  Sheets
(expressed  in  U.S.  dollars)



                                                                                March 31,   December 31,
                                                                                  2001          2000
                                                                                    $             $
                                                                               (unaudited)   (audited)
<S>                                                                            <C>          <C>
Assets

Current Asset

Cash                                                                                8,222          9,838

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

                                                                                    8,222          9,838
=========================================================================================================

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable                                                                      326              -
Accrued liabilities                                                                   300            800
Note payable (Note 4(d))                                                           28,000         28,000
Due to a related party (Note 4(c))                                                  5,000          5,000
---------------------------------------------------------------------------------------------------------
                                                                                   33,626         33,800
---------------------------------------------------------------------------------------------------------

Stockholders' Equity (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; 2,000,000
common shares issued and outstanding                                                  200            200

Additional Paid in Capital                                                         19,800         19,800
---------------------------------------------------------------------------------------------------------
                                                                                   20,000         20,000
Preferred Stock, 20,000,000 preferred shares authorized with a par value of
0.0001; none issued                                                                    -              -

Deficit Accumulated During the Development Stage                                  (45,404)       (43,962)
---------------------------------------------------------------------------------------------------------
                                                                                  (25,404)       (23,962)
---------------------------------------------------------------------------------------------------------
                                                                                    8,222          9,838
=========================================================================================================
</TABLE>

Contingent  Liability  (Note  1)
Commitment  (Note  3)

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


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
(expressed  in  U.S.  dollars)


                                                                                        From
                                                                      Three
                                                         From        months   March 14, 2000
                                                                                    (Date of
                                               March 14, 2000         ended        Inception)
                                                    (Date of
                                                   Inception)      March 31,     to March 31,
                                                 to March 31,
                                                         2001          2001             2000
                                                            $             $                $
                                                   (unaudited)   (unaudited)      (unaudited)
<S>                                           <C>               <C>           <C>
Revenue                                                     -             -                 -
----------------------------------------------------------------------------------------------

Expenses

Accounting and audit                                    1,100           300                 -
Amortization of license                                 6,187             -                 -
License written-off                                    18,563             -                 -
Organizational expenses and offering costs              8,000             -             8,000
Transfer agent and regulatory fees                      1,381         1,181                 -
Less: Interest income                                     (77)          (39)                -
----------------------------------------------------------------------------------------------
Net Loss for the Period                               (35,154)        1,442             8,000
==============================================================================================

Net Loss Per Share                                                    (.001)            (.005)
==============================================================================================

Weighted Average Shares Outstanding                               2,000,000         1,500,000
==============================================================================================
</TABLE>

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
Bentleycapitalcorp.com  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                                                           From
                                                                         Three
                                                                        months   March 14, 2000
                                                                                       (Date of
                                                                         ended        Inception)
                                                                      March 31,     to March 31,
                                                                          2001             2000
                                                                             $                 $
                                                                    (unaudited)       (unaudited)
<S>                                                                <C>           <C>
Cash Flows to Operating Activities

Net loss for the period                                                 (1,442)          (8,000)

Less non-cash working capital item

Accounts payable and accrued liabilities                                  (174)               -
Note payable                                                                 -            8,000
------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                   (1,616)               -
------------------------------------------------------------------------------------------------
Decrease in cash                                                        (1,616)               -

Cash - beginning of period                                               9,838                -
------------------------------------------------------------------------------------------------
Cash - end of period                                                     8,222                -
================================================================================================

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)

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>

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


                                      F-3
<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.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  License

          Costs  to  acquire  licenses are capitalized as incurred. The carrying
          value  of  the  License  is  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
<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.  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.

     (c)  The  Company  received  $5,000  from  Ucellit.com  Inc.,  a  company
          controlled by the sole director. During the period 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.


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

The  following  discussion and analysis of the Company'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  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.

Results  of  Operations
-----------------------

During  the  period  from  March  14, 2000 (date of inception) through March 31,
2001,  the  Company  has engaged in no significant operations other than raising
$5,000  and  issuing  500,000  common  shares  pursuant  to an SB-2 Registration
Statement,  organizational  activities  and  acquisition of the rights to market
Vitamineralherb  products.  No revenues were received by the Company during this
period.

For  the  current  fiscal  year,  the  Company anticipates incurring a loss as a
result  of expenses associated with an SB-2 Registration Statement, and 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.

Liquidity
---------

The  Company  has  historically  satisfied  its  capital needs by borrowing from
related  parties  in  the  short-term,  and  by  issuing  equity  securities.

The  Company  used  these  sources  to  provide  a  portion  of  operating  cash
requirements to make up for a cash shortfall from operating activities. With our
beginning  cash  position  of $9,800. The Company was able to fund its operating
cash  shortfall  of  $1,600. This resulted in a decrease in the cash position by
$1,600 to a cash position of $8,200. The operation, development and expansion of
our  business  will  likely  require  additional  capital  infusions  for  the
foreseeable  future.

The  working  capital  deficit,  as  at  March  31,  2001  was  $25,404.

The  Company  has  not  achieved  profitable  operations since inception and has
suffered  mounting  losses  of  $45,404  to  March  31,  2001.

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
shareholders'  equity. Consequently, the Company's balance sheet as of March 31,
2001,  reflects  total  assets  of  $8,222,  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,
but  has  not  entered  into  any  agreement  for  such  a  combination.


                                      F-6
<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  Report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                       BentleyCapitalCorp.com Inc.

Date:  May 14, 2001                    By: /s/  Michael  Kirsh
       ------------                    ------------------------------
                                       Michael  Kirsh,  President,
                                       Secretary, Chief Financial and
                                       Accounting Officer, Director


                                      F-7
<PAGE>