United States
                       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,  2003.

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

For  The  Transition  Period  From  _____  To  ______

Commission  File  No.  000-31883

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

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

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


As  of  November  12,  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


<TABLE>
<CAPTION>
                              BENTLEYCAPITALCORP.COM INC
                                  TABLE OF CONTENTS

                                                                                 PAGE

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

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

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

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


<PAGE>
<TABLE>
<CAPTION>
BENTLEYCAPITALCORP.COM  INC
CONDENSED  CONSOLIDATED  BALANCE  SHEETS  (UNAUDITED)

                                                       SEPTEMBER 30,     DECEMBER 31,
                                                                2003             2002
-------------------------------------------------------------------------------------
<S>                                                   <C>              <C>
ASSETS
CURRENT ASSETS
Cash                                                  $        8,762   $       1,385
Accounts receivable, less allowance of $2,442                 32,229          32,755
Inventory, net of reserve for obsolescence of $5,572          71,390          20,661
-------------------------------------------------------------------------------------

  TOTAL CURRENT ASSETS                                       112,381          54,801
-------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
Furniture and fixtures                                         4,670           4,670
Equipment and machinery                                       42,784          42,784
Leasehold improvements                                         1,886           1,886
Less:  accumulated depreciation                              (11,518)         (5,884)
-------------------------------------------------------------------------------------

  NET PROPERTY AND EQUIPMENT                                  37,822          43,456
-------------------------------------------------------------------------------------

TOTAL ASSETS                                          $      150,203   $      98,257
-------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                      $      124,860   $     127,638
Accrued expenses                                                   -             183
Deferred revenue                                              18,988               -
Shareholder loan                                              84,000               -
-------------------------------------------------------------------------------------

  TOTAL CURRENT LIABILITIES                                  227,848         127,821
-------------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized
  with a par value of $0.0001; no shares issued
  or outstanding.                                                  -               -
Common stock, 100,000,000 common shares
  authorized with a par value of $0.0001;
  11,250,000 shares issued and outstanding,                    1,126           1,126
Additional paid in capital                                   536,350         491,440
Accumulated deficit                                         (615,121)       (522,130)
-------------------------------------------------------------------------------------

  TOTAL STOCKHOLDERS' DEFICIT                                (77,645)        (29,564)
-------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           $      150,203   $      98,257
-------------------------------------------------------------------------------------
</TABLE>

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

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

                                    FOR THE THREE MONTHS ENDED  FOR THE NINE MONTHS ENDED
                                            SEPTEMBER 30,            SEPTEMBER 30,
                                    --------------------------  -------------------------
                                         2003         2002          2003         2002
--------------------------------------------------------------  -------------------------
<S>                                  <C>           <C>          <C>           <C>

SALES                                $    62,431   $   69,060   $   189,831   $  226,606

COST OF GOODS SOLD                        31,180       29,460        87,532      148,433
-----------------------------------------------------------------------------------------

GROSS MARGIN                              31,251       39,600       102,299       78,173
-----------------------------------------------------------------------------------------

OPERATING EXPENSES
General and administrative expenses       54,787       56,083       150,290      183,140
Fair value of officer services            15,000       15,000        45,000       45,000
-----------------------------------------------------------------------------------------
  TOTAL OPERATING EXPENSES                69,787       71,083       195,290      228,140
-----------------------------------------------------------------------------------------

NET LOSS                             $   (38,536)  $  (31,483)  $   (92,991)  $ (149,967)
-----------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER
  COMMON SHARE                       $     (0.00)  $    (0.01)  $     (0.01)  $    (0.04)
-----------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
  SHARES OUTSTANDING                  11,250,000    4,493,969    11,250,000    3,500,450
-----------------------------------------------------------------------------------------
</TABLE>

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

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


                                                FOR THE NINE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                -------------------------
                                                    2003        2002
-------------------------------------------------------------------------
<S>                                             <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $  (92,991)  $  (149,967)
Adjustments to reconcile net loss to cash used
  in operating activities:
  Depreciation                                       5,634         2,614
  Fair value of officer services                    45,000        45,000
  Changes in operating assets and liabilities
    Accounts receivable                                436        (7,171)
    Inventory                                      (50,729)        2,495
    Accounts payable                                (2,778)       15,558
    Accrued expenses                                  (183)            -
    Deferred revenue                                18,988             -
-------------------------------------------------------------------------

NET CASH FROM OPERATING ACTIVITIES                 (76,623)      (91,471)
-------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                      -        (3,415)
-------------------------------------------------------------------------

  NET CASH FROM INVESTING ACTIVITIES                     -        (3,415)
-------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loans                     84,000             -
Capital contributions                                    -        91,828
-------------------------------------------------------------------------

  NET CASH FROM FINANCING ACTIVITIES                84,000        91,828
-------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                      7,377        (3,058)

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

CASH AT END OF PERIOD                           $    8,762   $     9,560
-------------------------------------------------------------------------
</TABLE>

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

                                       F-3


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

NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATIONS

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

BentleyCapitalCorp.com  Inc.  (Bentley)  was  incorporated  in  the  State  of
Washington  on  March  14,  2000.  The  Company acquired a license to market and
distribute  vitamins,  minerals,  nutritional  supplements, and other health and
fitness products in the Province of British Columbia, Canada. The Company was in
the  development  stage.

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

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

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

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

CONDENSED  FINANCIAL  STATEMENTS  -  The  accompanying  unaudited  condensed
consolidated financial statements include the accounts of BentleyCapitalCorp.com
and  its  subsidiary  (the  "Company").  These

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


financial  statements  are  condensed  and,  therefore,  do  not  include  all
disclosures normally required by accounting principles generally accepted in the
United  States  of America.  These statements should be read in conjunction with
the Company's annual financial statements included in the Company's December 31,
2002  Annual  Report  on  Form 10-KSB.  In particular, the Company's significant
accounting  principles  were  presented  as Note 1 to the consolidated financial
statements  in  that  report.  In  the  opinion  of  management, all adjustments
necessary  for  a  fair  presentation  have  been  included  in the accompanying
condensed consolidated financial statements and consist of only normal recurring
adjustments.  The  results of operations presented in the accompanying condensed
consolidated  financial  statements for the nine months ended September 30, 2003
are  not necessarily indicative of the results that may be expected for the full
year  ending  December  31,  2003.

NOTE  2  -  BUSINESS  CONDITION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplate continuation of the Company as a going concern. The
company  has  incurred  net  losses  of $92,991 and $149,967 for the nine months
ended September 30, 2003 and 2002, respectively. Cash used by operations for the
nine  months  ended  September  30,  2003  was  $76,623.  The Company's revenues
decreased  during  2003  and  capital  contributions  and shareholder loans were
required  from  the  Company's  president  to  fund  operations.

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

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

NOTE  3  -  RELATED  PARTY  TRANSACTIONS

During  the  nine  months  ended September 30, 2003, the president issued a note
payable  to  the Company in the amount of $84,000.  The note accrues interest at
7%,  is  unsecured,  and  is  due  on  demand.

During  the  nine months ended September 30, 2003, the president did not receive
any  amounts  related  to his salary. Thus the Company recorded a salary expense
and contributed capital for the fair value the president's services.  During the
nine  months  ended September 30, 2003 the president contributed $45,000  in the
form  of  his  salary  and  cash.

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

FORWARD-LOOKING  STATEMENT

     Certain statements contained in this report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words  of  similar  import,  constitute  "forward-looking statements" within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities Exchange Act of 1934, as amended.  Such forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  our  actual  results,  performance  or achievements, of to be
materially  different  from  any  future  results,  performance, or achievements
expressed  or  implied  by  such  forward-looking  statements.  Given  these
uncertainties,  readers  are  cautioned  not  to  place  undue  reliance on such
forward-looking  statements.  We  disclaim  any  obligation  to  update any such
factors  or  to  announce  publicly  the  results  of  any  revision  of  the
forward-looking  statements  contained  or  incorporated  by reference herein to
reflect  future  events  or  developments.  In  addition  to the forward-looking
statements  contained in this Form 10-QSB, the following forward-looking factors
could  cause  our  future  results  to  differ  materially  our  forward-looking
statements: competition, funding, government compliance and market acceptance of
our  products.

INTRODUCTION

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

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

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared  in  accordance  with


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

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

     Our  fiscal  year  end  is  December  31.


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

     We  had  revenue  of  $62,431  for  the  quarter  ended September 30, 2003,
compared  to  revenue  of  $69,060  for  the  quarter  ended September 30, 2002.

     We  had  a  net  loss  of $38,536 for the quarter ended September 30, 2003,
compared  to  a  net  loss  of $31,483 for the quarter ended September 30, 2002.

RESULTS  OF  OPERATIONS-NINE  MONTHS  ENDED  SEPTEMBER  30,  2003  AND  2002.

     We  had  revenue  of $189,831 for the nine months ended September 30, 2003,
compared  to  revenue  of $226,606 for the nine months ended September 30, 2002.

     We  had a net loss of $92,991 for the nine months ended September 30, 2003,
compared to a net loss of $149,967 for the nine months ended September 30, 2002.

     Cash  used  by  operating  activities was $76,623 for the nine months ended
September  30,  2003,  compared to cash used in operating activities $91,471 for
the  nine  months  ended  September  30,  2002.

     We  devoted  a  significant  amount  of time during year ended December 31,
2002,  the  nine months ended September 30, 2003 and the quarter ended September
30,  2003 to completing our acquisition of Proton Laboratories and the procedure
for being listed on the Over-the Counter Bulletin Board. A substantial amount of
legal  and  accounting  fees  were  incurred  in  the


<PAGE>
acquisition  and  merger  of Proton into our subsidiary and the required filings
with  the  Securities  and  Exchange  Commission  related  to  the merger. These
activities  significantly  contributed  to  our  net  loss  in the quarter ended
September  30,  2003.

     We  are  currently  seeking funds to expand our marketing and revenues.  We
have  spent  considerable  time  in  contracting  with  several  major  overseas
corporations  for  the  co-development  of  enhanced  antioxidant  beverages for
distribution  into  the overseas markets.  We are working with Canadian business
associates  to  identify institutional businesses to market various disinfection
applications  based  upon  functional  water,  pending  government  approval.

PLAN  OF  OPERATION

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

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

LIQUIDITY

     As  of  September  30,  2003, we had cash on hand of $8,762.  Our growth is
dependent  on  attaining  profit  from our operations, or our raising additional
capital  either  through  the sale of stock or borrowing.  There is no assurance
that we will be able to raise any equity financing or sell any our products at a
profit.

     During  the  nine  months  ended September 30, 2003, the president issued a
note  payable to the Company in the amount of $84,000. The note accrues interest
at  7%,  is  unsecured,  and  is  due  on  demand.

     During  the  nine  months  ended  September 30, 2003, the president did not
receive  any  amounts  related to his salary. Thus the Company recorded a salary
expense  and  contributed  capital  for the fair value the president's services.
During  the  nine  months  ended  September  30,  2003 the president contributed
$45,000  in  the  form  of  his  salary  and  cash.

Item  3.    Controls  and  Procedures.

(a)  Evaluation of disclosure controls and procedures. Based on their evaluation
of  the  Company's  disclosure  controls  and  procedures  (as  defined  in Rule
13a-15(e)  under  the Securities Exchange Act of 1934 (the "Exchange Act")), the
Company's  principal  executive  officer  and  principal  financial officer have
concluded  that  as of the end of the period covered by this quarterly report on
Form 10-QSB such disclosure controls and procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits  under  the Exchange Act is recorded, processed, summarized and reported
within  the  time  periods specified in Securities and Exchange Commission rules
and  forms.

(b)  Changes  in  internal control over financial reporting.  During the quarter
under  report,  there  was  no  change  in  the  Company's internal control over
financial  reporting  that  has  materially affected, or is reasonably likely to
materially  affect,  the  Company's  internal  control over financial reporting.


<PAGE>
                                     PART II

                                OTHER INFORMATION


Item  1.     Legal  Proceedings.

               None.


Item  2.     Changes  in  Securities.

               None.


Item  3.     Defaults  Upon  Senior  Securities.

               None.


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

               None.


Item  5.     Other  Information.

               None.


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

            (a)  Exhibits.

                         Exhibit     31.1          Certification.

                         Exhibit     31.2          Certification.

                         Exhibit     32.1          Certification.

                         Exhibit     32.2          Certification.

            (b)  Reports  on  Form  8-K.

                         None.


<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:  November  12,  2003     (signed)  ______________________________

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