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, 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                                                           91-2022700
----------                                                          -----------
(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

                                       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.

                         Yes                  No  X
                             ---                 ---
                     (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 April 5, 2002

               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)

                                                                       September 30,    December 31,
                                                                           2001             2000
                                                                             $               $
                                                                        (unaudited)      (audited)
<S>                                                                   <C>              <C>
Assets

Current Assets

  Cash                                                                        11,668           9,838
  Prepaid expenses                                                               750               -
-----------------------------------------------------------------------------------------------------
                                                                              12,418           9,838

License (Notes 3 and 4(a))                                                         -               -
-----------------------------------------------------------------------------------------------------
Total Assets                                                                  12,418           9,838
=====================================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                               125               -
  Accrued liabilities                                                          2,000             800
  Note payable (Note 4(b))                                                    28,000          28,000
  Due to a related party (Note 4(c))                                           5,000           5,000
-----------------------------------------------------------------------------------------------------
Total Liabilities                                                             35,125          33,800
-----------------------------------------------------------------------------------------------------

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 and 2,000,000 common shares issued and
outstanding respectively                                                         225             200

Additional Paid in Capital                                                    29,775          19,800
-----------------------------------------------------------------------------------------------------
                                                                              30,000          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                             (52,707)        (43,962)
-----------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                  (22,707)        (23,962)
-----------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                   12,418           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)
(unaudited)


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

Expenses

  Accounting and audit                              2,925        1,400            -            2,125                     -
  Amortization of license                           6,187            -            -                -                 6,187
  Bank charges                                         22           22            -               22                     -
  Legal                                             5,000            -            -            5,000                     -
  License fee                                         500          500            -              500                     -
  License written-off                              18,563            -       18,563                -                18,563
  Organizational expenses and offering
  costs                                             8,000            -            -                -                 8,000
  Transfer agent and regulatory fees                1,381            -            -            1,181                     -
  Less: Interest income                              (121)         (20)           -              (83)                    -
---------------------------------------------------------------------------------------------------------------------------
Net Loss for the Period                           (42,457)      (1,902)      18,563           (8,745)              (32,750)
===========================================================================================================================

Net Loss Per Share                                                   -         (.01)            (.01)                 (.02)
===========================================================================================================================

Weighted Average Shares Outstanding                          2,083,000    1,500,000        2,028,000             1,500,000
===========================================================================================================================
</TABLE>

(Diluted loss per share has not been presented as the result is anti-dilutive)


                                      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)

                                                                                         From
                                                                  Nine months       March 14, 2000
                                                                     ended       (Date of Inception)
                                                                 September 30,     to September 30,
                                                                     2001                2000
                                                                       $                  $
<S>                                                             <C>              <C>
Cash Flows to Operating Activities

  Net loss for the period                                               (8,745)              (32,750)

  Adjustments to reconcile net loss to cash

    Amortization of license                                                  -                 6,187
    License written-off                                                      -                18,563

  Less non-cash working capital items

    Accounts payable and accrued liabilities                             1,325                     -
    Note payable                                                             -                 8,000
    Prepaid expenses                                                      (750)                    -
-----------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                   (8,170)                    -
-----------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

  Issuance of common stock                                              10,000                     -
-----------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                               10,000                     -
-----------------------------------------------------------------------------------------------------
Increase in cash                                                         1,830                     -

Cash - beginning of period                                               9,838                     -
-----------------------------------------------------------------------------------------------------
Cash - end of period                                                    11,668                     -
=====================================================================================================

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>


                                      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.

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

     The  Company also raised $10,000 pursuant to a private placement of 250,000
     shares  at  $0.04  per  share  to one Canadian investor on October 2, 2001.
     These  shares  are  restricted  under Rule 144. This transaction was exempt
     from  registration  pursuant  to  Section  4(2)  of  the  Securities  Act.


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
<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 (paid March
     20,  2001).  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


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  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 September 30,
2001,  the  Company  has engaged in no significant operations other than raising
$15,000  and  issuing  750,000  common  shares  pursuant to an SB-2 Registration
Statement  and a private placement, organizational activities and acquisition of
the  rights to market Vitamineralherb products. No revenues were received by the
Company  during  this  period.

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

     The  Company also raised $10,000 pursuant to a private placement of 250,000
     shares  at  $0.04  per  share  to one Canadian investor on October 2, 2001.
     These  shares  are  restricted  under Rule 144. This transaction was exempt
     from  registration  pursuant  to  Section  4(2)  of  the  Securities  Act.

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  and  $10,000 raised pursuant to a private
placement,  the Company was able to fund its operating cash shortfall of $8,200.
This resulted in a increase in the cash position by $1,800 to a cash position of
$11,600.  The  operation,  development and expansion of our business will likely
require  additional  capital  infusions  for  the  foreseeable  future.

The  working  capital  deficit,  as  at  September  30,  2001  was  $22,707.

The  Company  has  not  achieved  profitable  operations since inception and has
suffered  mounting  losses  of  $52,707  to  September  30,  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 September
30,  2001,  reflects  total  assets  of $12,418, in the form of cash and prepaid
expenses.

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.


                                      F-6
<PAGE>
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-7
<PAGE>
PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None.

Item 2.   Changes  in  Securities.

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

     The  Company also raised $10,000 pursuant to a private placement of 250,000
     shares  at  $0.04  per  share  to one Canadian investor on October 2, 2001.
     These  shares  are  restricted  under Rule 144. This transaction was exempt
     from  registration  pursuant  to  Section  4(2)  of  the  Securities  Act.


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

                    None.



                                   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.

                                       COMPANY  NAME

Date:  April 10, 2002                  By:  /s/  Dr.  Michael  Kirsh
       --------------                       ------------------------------------
                                            Dr. Michael Kirsh, Director,
                                            President and
                                            Chief Accounting Officer


                                      F-8
<PAGE>