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 SEPTEMBER 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)


                     1150 MARINA VILLAGE PARKWAY, SUITE 103
                          ALAMEDA, CA            94501
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (510)  865-6412
                            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 | |    NO|X|

AS OF MARCH 28, 2003, THERE WERE 11,250,000 SHARES OF COMMON STOCK OUTSTANDING.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT    | | YES           |X| NO


<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


Item 1.    Financial Statements






<PAGE>
<TABLE>
<CAPTION>
                          Bentleycapitalcorp.com, Inc.
                            Condensed Balance Sheets
                          (A Development Stage Company)
                                   (Unaudited)

                                                    SEPTEMBER 30,    DECEMBER 31,
                                                             2002            2001
----------------------------------------------------------------------------------
<S>                                                <C>              <C>
                            ASSETS

CURRENT ASSETS

Cash                                               $        1,808   $      11,432
----------------------------------------------------------------------------------

Total Current Asset                                         1,808          11,432
----------------------------------------------------------------------------------

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

TOTAL ASSETS                                       $        1,808   $      11,432
==================================================================================

               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable                                   $        2,000   $         469
Accrued liabilities                                         2,750           2,000
Note payable (Note 4 (b)                                        -          28,000
Due to related party (Note 4(c))                                -           5,000
----------------------------------------------------------------------------------

TOTAL LIABILITIES                                           4,750          35,469
----------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIT

Preferred stock, par value $0.0001 per share;
20,000,000 shares authorized; none issued                       -               -

Common Stock, par value $0.0001 per share;
500,000,000 shares authorized; 11,250,000 shares
issued and outstanding                                      1,125           1,125

Additional paid-in capital                                 61,875          28,875
Deficit accumulated during the development stage          (65,942)        (54,037)
----------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' DEFECIT                                (2,942)        (24,037)
----------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT        $        1,808   $      11,432
==================================================================================
</TABLE>



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


<PAGE>
<TABLE>
<CAPTION>
                           Bentleycapitalcorp.com Inc.
                       Condensed Statements of Operations
                          (A Development Stage Company)
                                   (Unaudited)


                           FROM MARCH
                       14, 2000 (DATE                                        FOR THE
                       OF INCEPETION)     FOR THE THREE MONTHS             NINE MONTHS
                              THROUGH            ENDED                        ENDED
                        SEPTEMBER 30,         SEPTEMBER 30,               SEPTEMBER 30,
                                 2002      2002          2001          2002          2001
---------------------------------------------------------------------------------------------
<S>                         <C>        <C>           <C>           <C>           <C>
REVENUE                     $      -   $         -   $         -   $         -   $         -
---------------------------------------------------------------------------------------------

GENERAL AND ADMINISTRATIVE
EXPENSES                     (55,892)       (7,131)       (1,922)      (11,961)       (8,828)

INTEREST INCOME                  200            15            20            56            83
---------------------------------------------------------------------------------------------

NET LOSS                    $(55,692)  $    (7,116)  $    (1,902)  $   (11,905)  $    (8,745)
=============================================================================================

BASIS AND DILUTED LOSS PER
COMMON SHARE                           $     (0.00)  $     (0.00)  $     (0.00)  $     (0.00)
=============================================================================================

BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING              11,250,000    10,415,000    11,250,000    10,140,000
=============================================================================================
</TABLE>



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


<PAGE>
<TABLE>
<CAPTION>
                           Bentleycapitalcorp.com Inc.
                       Condensed Statements of Cash Flows
                          (A Development Stage Company)
                                   (Unaudited)


                                                       FROM MARCH
                                                   14, 2000 (DATE
                                                    OF INCEPETION)   FOR THE NINE MONTHS
                                                          THROUGH            ENDED
                                                     SEPTEMBER 30,       SEPTEMBER 30,
                                                             2002       2002       2001
----------------------------------------------------------------------------------------
<S>                                                       <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                 $(55,692)  $(11,905)  $(8,745)
  Adjustments to reconcile net loss to net cash used in
  operating activities
    Amortization of license                                  6,187          -         -
    Impairment of license                                   18,563          -         -

  Change in current assets and liabilities
    Prepaid expenses                                             -          -      (750)
    Accounts payable and accrued liabilities                 4,750      2,281     1,325
    Other liabilities                                        8,000          -         -
----------------------------------------------------------------------------------------

NET CASH FROM OPERATING ACTIVITIES                         (18,192)    (9,624)   (8,170)
----------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Issuance of common stock                                  15,000          -    10,000
  Loan from related party                                    5,000          -         -
----------------------------------------------------------------------------------------

NET CASH FROM FINANCING ACTIVITIES                          20,000          -    10,000
----------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                              1,808     (9,624)    1,830

CASH AT BEGINNING OF  PERIOD                                     -     11,432     9,838
----------------------------------------------------------------------------------------

CASH AT END OF PERIOD                                     $  1,808   $  1,808   $11,668
========================================================================================

Supplemental Disclosure of Non Cash Investing
AND FINANCING ACTIVITIES:

  1,500,000 SHARES ISSUED TO A DIRECTOR FOR THE
  acquisition of a License                                $ 15,000   $      -   $     -
========================================================================================

  Note payable issued to a director for the acquisition of
  a License                                               $ 20,000   $      -   $     -
========================================================================================

  Dividend deemed paid                                    $ 10,250   $      -   $     -
========================================================================================

  Forgiveness of note payable to director/shareholder
  reflected as contributed capital                        $      -   $ 33,000   $     -
========================================================================================
</TABLE>


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


<PAGE>
                           Bentleycapitalcorp.com Inc.
                     Notes to Condensed Financial Statements
                          (A Development Stage Company)
                                   (Unaudited)


1.   Organization and Basis of Presentation

     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 functional currency
     of  the  Company  is  the  US  dollar.

     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 $0.01
     per  share  for  cash  proceeds  of  $5,000.

     The  Company also raised $10,000 pursuant to a private placement of 250,000
     shares  at  $0.004  per  share to one Canadian investor on October 2, 2001.
     These  shares  are  restricted  under  Rule  144.

     The  Company  is  in the development stage. In a development stage company,
     management  devotes  most  of its activities in developing a market for its
     products.  Planned  principal activities have not yet begun. The ability of
     the  Company  to  emerge  from  the  development  stage with respect to any
     planned  principal  business  activity  is  dependent  upon  its successful
     efforts  to  raise  additional  equity  financing  and/or attain profitable
     operations.  There  is  no guarantee that the Company will be able to raise
     any  equity  financing  or  sell  any of its products at a profit. There is
     substantial  doubt  regarding  the Company's ability to continue as a going
     concern.


2.   Summary  of  Significant  Accounting  Policies

     (a)  Year End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  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 U.S.
          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.


<PAGE>
     (f)  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.

     (g)  Basic and Diluted Earnings (Loss) Per Share

          Basic  Earnings  per  Share  (EPS) are calculated by dividing earnings
          (loss) available to common shareholders by the weighted-average number
          of  common  shares  outstanding  during  each  period. Diluted EPS are
          similarly  calculated,  except  that  the  weighted-average  number of
          common  shares  outstanding  would  include  common shares that may be
          issued  subject  to  existing  rights  with  dilutive  potential  when
          applicable. As of September 30, 2002 and December 31, 2001 the Company
          had no potentially issuable common shares, therefore basic and diluted
          loss  per  share  were  the  same.

     (h)  Recent Accounting Pronouncements

          In  June  2001, SFAS No. 141, "Business Combinations," was approved by
          the  Financial  Accounting  Standards  Board  ("FASB").  SFAS  No. 141
          requires  that  the  purchase  method  of  accounting  be used for all
          business  combinations  initiated  after  June  30, 2001. Goodwill and
          certain  intangible assets will remain on the balance sheet and not be
          amortized.  On  an  annual  basis, and when there is reason to suspect
          that  their values have been diminished or impaired, these assets must
          be  tested  for  impairment,  and  write-downs  may  be necessary. The
          Company implemented SFAS No. 141 on July 1, 2001 and its impact is not
          expected  to  be  material  on  its  financial  position or results of
          operations.

          In  June  2001,  SFAS No. 142, "Goodwill and Other Intangible Assets,"
          was approved by FASB. SFAS No. 142 changes the accounting for goodwill
          from  an  amortization method to an impairment-only approach. SFAS No.
          142  is  effective for fiscal years beginning after December 15, 2001.
          Amortization of goodwill, including goodwill recorded in past business
          combinations,  will cease upon adoption of this statement. The Company
          adopted SFAS No. 142 on January 1, 2002 and its impact is not expected
          to  have  a  material  effect  on its financial position or results of
          operations.

          In  June  2001,  the  FASB  issued SFAS No. 143, "Accounting for Asset
          Retirement  Obligation."  SFAS  No.  143 is effective for fiscal years
          beginning  after June 15, 2002, and will require companies to record a
          liability for asset retirement obligations in the period in which they
          are  incurred,  which  typically  could  be upon completion or shortly
          thereafter.  The  FASB decided to limit the scope to legal obligations
          and  the  liability  will  be  recorded  at  fair value. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  being  evaluated.

          In  August  2001,  the  FASB  issued SFAS No. 144, "Accounting for the
          Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  No.  144  is
          effective  for  fiscal  years  beginning  after  December 15, 2001. It
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed  of  and replaces SFAS No. 121 "Accounting for the Impairment
          of  Long-Lived  Assets  and  Long-Lived Assets to Be Disposed Of." The
          Company  adopted  SFAS  No.  144  on  January  1,  2002. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  not  expected  to  be  material.

          In  June  2002,  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
          Associated  with  Exit or Disposal Activities". The provisions of this
          Statement  are  effective  for  exit  or  disposal activities that are
          initiated  after December 31, 2002, with early application encouraged.
          This  Statement addresses financial accounting and reporting for costs
          associated  with  exit  or  disposal activities and nullifies Emerging
          Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
          Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an
          Activity  (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          Company  will  adopt  SFAS  No.  146 on January 1, 2003. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  being  evaluated.


<PAGE>
          FASB  has also issued SFAS No. 145, 147 and 148 but they will not have
          any  relationship  to  the  operations  of  the  Company  therefore  a
          description  of  each  and  their  respective  impact on the Company's
          operations  have  not  been  disclosed.

3.   License

     The  Company's only asset (prior to the November 2002 subsequent event) was
     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

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

4.   Related  Party  Transactions/Balances

     (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
          7,500,000  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, was charged
          against retained earnings, 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 was unsecured, non-interest bearing and
          has  no  specific  terms  of  repayment.  The $28,000 note payable was
          forgiven  on  June  3, 2002. Due to the note payable being to the sole
          director,  the forgiveness was accounted for as a capital contribution
          and  recorded  to  additional  paid  in  capital.

     (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  was unsecured, non-interest bearing and has no specific terms
          of  repayment. This balance owing was forgiven on June 3, 2002. Due to
          the  note  payable being to a company controlled by the sole director,
          the  forgiveness  was  accounted  for  as  a  capital contribution and
          recorded  to  additional  paid  in  capital.

     (d)  The  Company  paid  $2,974  in management fees to the President of the
          Company  for  the  three  months  ended  September  30,  2002.

5.   Subsequent  Events

     The Company entered into an Agreement and Plan of Reorganization, finalized
     on November 15, 2002 whereby Proton Laboratories, LLC, a California limited
     liability  company  ("Proton")  merged  with  and into VWO I Inc., a wholly
     owned  subsidiary of the Company (the "Merger"). As a result of the Merger,
     Proton's  sole  owner, Edward Alexander, exchanged 100% of his ownership of
     Proton  for  8,750,000  shares  of  the  Company's  common stock, par value
     $0.0001  per  share.

     On June 3, 2002, Mr. Alexander entered into a Stock Purchase Agreement with
     Michael  Kirsh. Under the Stock Purchase Agreement, Mr. Alexander purchased
     7,500,000  shares  of  common  stock  of  the  Company  from  Mr. Kirsh and
     1,250,000  shares  of Bentley from a minority shareholder for $170,000. The
     8,750,000  shares  Mr.  Alexander acquired on June 3, 2002 were canceled as
     part  of  the  Merger.  VWO I Inc. changed its name to Proton Laboratories,
     Inc.  as  part  of  the  Merger. We issued 8,750,000 shares of stock to Mr.
     Alexander  in  November  2002  in connection with our acquisition of Proton
     Labs.


<PAGE>
     In  accordance  with  SFAS  141  Business  Combinations  and  EITF  98-3,
     Determining  Whether  a  Nonmonetary  Transaction  Involves  Receipt  of
     Productive Assets or of a Business the merger has been accounted for as the
     reorganization  of  Proton  and the acquisition of the Company's assets for
     $170,000  using  the purchase method of accounting. Accordingly, the assets
     and  liabilities  were  recorded at their fair value with the excess amount
     paid over the net assets reflected as a loss on the acquisition of Bentley.
     Due  to  the  short term nature of the assets and liabilities acquired, the
     historical  cost  of  the  assets and liabilities acquired was deemed to be
     fair  value.

     The  Company  intends  to  continue  the business of Proton, which includes
     marketing  residential and commercial functional water systems. "Functional
     water"  is  water  that  has  been  processed  through  an electrolytic ion
     separation  or  electrolysis  process  and  has  a wide array of functional
     properties  due  to  its  unique characteristics. Proton's functional water
     systems  restructure  tap  water into one type of water that is alkaline in
     concentration and one type of water that is acidic in concentration. Proton
     believes  that  the  functional  water  systems  it  markets  will  have
     applications  in  a  large variety of industries, such as agriculture, food
     processing,  medicine  and dentistry, heavy industry, mining, environmental
     clean-up  and  beverages.

     The  Company  intends to continue its vitamin distribution business through
     its  Vitamineralherb.com  license.  The  Company believes that vitamins and
     functional water are complementary products that may be marketed or used in
     conjunction  with  one  another  at  some  point  in  the  future.

     On  November  16,  2002, the Board of Directors authorized a stock dividend
     for  all  shares of record as of November 16, 2002. For each share of stock
     held,  an  additional  four  shares will be issued. The stock dividend will
     increase  the  total  number  of  shares  outstanding  from  2,250,000  to
     11,250,000.  The  accompanying financial statements and footnotes have been
     adjusted  to  reflect  the  affect  of  the  stock  dividend.

Item  2.   Management's  Discussion  and  Analysis

     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  our  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.

     PLAN  OF  OPERATION

During the period from March 14, 2000 through November 15, 2002, we have engaged
in no significant operations other than organizational activities, acquisition
of the rights to market Vitamineralherb, 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.

     For  the  third quarter of 2002, we incurred a loss as a result of expenses
associated  with  setting  up  a  company  structure  to  begin implementing our
business plan.

Subsequent Event.  In November 2002, we acquired Proton Laboratories, LLC, which
----------------
is  active in the functional water business (also called "electrolyzed water" or
"functional electrolyzed water"). This acquisition was reported in detail on our
Form  8-K  for  the  event  dated November 15, 2002 as filed with the Commission


<PAGE>
on  November  25,  2002.  We expect to file an amendment to this Form 8-K in the
near  future  that  contains  the financial information about our acquisition of
Proton  Labs.  Proton  Labs  is  now  our  wholly-owned  subsidiary.

     Our  functional  water systems restructure tap water into one type of water
that  is  alkaline  in  concentration  and  one  type of water that is acidic in
concentration.  We  believe  that  our  functional  water  systems  will  have
applications  in  a  large  variety  of  industries,  such  as agriculture, food
processing,  medicine  and  dentistry,  heavy  industry,  mining,  environmental
clean-up  and  beverages.

     We  intend to continue developing our vitamin distribution business through
our  Vitamineralherb.com  license.  The  Company  believes  that  vitamins  and
functional  water  are  complementary  products  that may be marketed or used in
conjunction  with  one  another  at  some  point  in  the  future.

MANAGEMENT'S  DISCUSSION  & ANALYSIS

     Our  independent  auditor's  report  for  the  year ended December 31, 2001
contained  a  statement  to the effect that our failure to generate revenues and
conduct operations since our inception raise substantial doubt about our ability
to continue as a going concern. In the near future, we expect to file our annual
report  for  the  year  ended December 31, 2002 which will contain the operating
aspect  of  wholly  owned  subsidiary,  Proton  Labs.

RESULTS  OF  OPERATIONS

     During the period from March 14, 2000 (date of inception) through September
30,  2002,  there have been no significant operations other than raising $15,000
by selling stock, and organizational activities and acquisition of the rights to
market Vitamineralherb products. No revenues were received by the Company during
this  period.  However,  in  November  2002,  we  ceased  activity  related  to
Vitamineralherb,  and  we  commenced  new  business  activities  through  our
wholly-owned  subsidiary,  Proton  Labs.

     We  had  a  net  loss  of  $7,116  for the quarter ended September 30, 2002
compared to a net loss of $1,902 for the quarter ended September 30, 2001.

LIQUIDITY

     We  have historically satisfied our capital needs by borrowing from related
parties in the short-term, and by selling common stock. Our deficit at September
30,  2002,  was  $65,942.  Our  balance sheet as of September 30, 2002, reflects
total  assets  of  $1,808  in  the  form  of  cash.

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

     SUBSEQUENT  CHANGES  IN  SECURITIES  IN  NOVEMBER  2002. As a result of our
     -------------------------------------------------------
acquisition  of  Proton Labs in November 2002, we issued 8,750,000 shares of our
common stock to Edward Alexander, the former sole shareholder of Proton Labs. We
valued  this transaction at $170,000. This issuance was made pursuant to Section
4(2)  of  the Act. At the same time, Mr. Alexander returned a like amount of our
shares  to  us  for  cancellation  that  he  had acquired from one of our former
shareholders  earlier  in  2002.  Also  at the same time, our Board of Directors
authorized  a  common  stock  dividend  whereby  each  holder  will  receive  an
additional  four  shares  for  each  one  share  held.  The record date for this
dividend  was  the  close  of  business  on  November  16,  2002.

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.

               None.

     (b)  Reports on Form 8-K.

               On  August  2,  2002,  we  filed  a  Schedule 14f-1 reporting new
          majority  directors.

               On  August  2,  2002,  we  filed  a  Form  8-K Amendment Number 1
          reporting  ITEM  1.  CHANGES  IN  CONTROL  .

          Subsequent  Form  8-K.  On  November  25,  2002,  we  filed a Form 8-K
          ---------------------
reporting ITEM  1.  CHANGE  IN  CONTROL  OF  REGISTRANT; ITEM  2.  ACQUISITION
OR  DISPOSITION  OF  ASSETS; ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING
ACCOUNTANT; ITEM  5.  OTHER EVENTS; and ITEM  7.  FINANCIAL  STATEMENTS  AND
EXHIBITS.


<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: March __, 2003     [Signature] ___________________________

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


<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Edward Alexander, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
BENTLEYCAPITALCORP.COM INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  March __, 2003


_____________________
[Signature]

Edward Alexander
/s/ Edward Alexander
Chief Executive Officer


<PAGE>
CERTIFICATION OF CHIEF ACCOUNTING OFFICER

I, Edward Alexander, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
BENTLEYCAPITALCORP.COM INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  March __, 2003


_____________________
[Signature]

Edward Alexander
/s/ Edward Alexander
Chief Accounting Officer


<PAGE>
Certification of Chief Executive Officer of BENTLEYCAPITALCORP.COM INC. pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.

I, Edward Alexander, the Chief Executive Officer of BENTLEYCAPITALCORP.COM INC.
hereby certify that BENTLEYCAPITALCORP.COM INC.'s periodic report on Form 10-QSB
and the financial statements contained therein fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d) and that information contained in the periodic report
on Form 10-QSB and the financial statements contained therein fairly represents,
in all material respects, the financial condition and results of the operations
of BENTLEYCAPITALCORP.COM INC.

Date:  March __, 2003


_____________________
[Signature]

Edward Alexander
/s/ Edward Alexander
Chief Executive Officer of
BENTLEYCAPITALCORP.COM INC.



Certification of Chief Accounting Officer of BENTLEYCAPITALCORP.COM INC.,
pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.

I, Edward Alexander, the Chief Accounting Officer of BENTLEYCAPITALCORP.COM INC.
hereby certify that BENTLEYCAPITALCORP.COM INC.'s periodic report on Form 10-QSB
and the financial statements contained therein fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d) and that information contained in the periodic report
on Form 10-QSB and the financial statements contained therein fairly represents,
in all material respects, the financial condition and results of the operations
of BENTLEYCAPITALCORP.COM INC.


Date:  March __, 2003


_____________________
[Signature]

Edward Alexander
/s/ Edward Alexander
Chief Accounting Officer of
BENTLEYCAPITALCORP.COM INC.


<PAGE>