<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                FOR JUNE 30, 2003

                        Commission file number: 000-27347

                          BENTLEY COMMUNICATIONS CORP.
        (Exact name of small business issuer as specified in its charter)

                Florida                                 58-2534003
     (State or other jurisdiction           (IRS Employee Identification No.)
      of incorporation or organization)

                               11301 Olympic Blvd.
                                    Suite 680
                              Los Angeles, CA 90064
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (310) 445-2599

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                         COMMON STOCK, $.0001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  [X]             No  [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. None.


Aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 9, 2003. $9,574,626.74
-----------------------------------------------

Number of outstanding shares of the registrant's par value $.0001 common stock,
as of October 9, 2003. 358,560,764
----------------------------------

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<TABLE>
                                    BENTLEY COMMUNICATIONS CORP.
                                            FORM 10-KSB
                                               INDEX
<CAPTION>

                                                                                               Page
                                                                                               ----
                                               Part I
<S>               <C>                                                                           <C>
Item 1.           Business...................................................................... 3

Item 2.           Description of Property....................................................... 9

Item 3.           Legal Proceedings............................................................. 9

Item 4.           Submission of Matters to a Vote of Security Holders...........................10

                                              Part II

Item 5.           Market for Registrant's Common Equity and Related Stockholder
                  Matters.......................................................................10

Item 6.           Management's Discussion and Analysis..........................................12

Item 7.           Financial Statements and Supplementary Data...................................16

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure...........................................16

                                            Part III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.............................16

Item 10.          Executive Compensation........................................................18

Item 11.          Security Ownership of Certain Beneficial Owners and Management................19

Item 12.          Certain Relationships and Related Transactions................................20

Item 13.          Exhibits and Reports on Form 8-K..............................................20

Item 14.          Controls and Procedures.......................................................21

Signatures......................................................................................22

                                                 2
</TABLE>
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                                     PART I

ITEM 1.  BUSINESS

When used in this Form 10-KSB, the words "expects," "anticipates," "estimates"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to risks and uncertainties, including those set
forth below under "Risks and Uncertainties," that could cause actual results to
differ materially from those projected. These forward-looking statements speak
only as of the date hereof. Bentley Communications Corp. expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Bentley's
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based. This discussion should be read
together with the financial statements and other financial information included
in this Form 10-KSB.

HISTORY OF COMPANY

Bentley Communications Corp. was incorporated under the laws of the State of
Florida on February 28, 1992 under the name Fogilstone Development, Inc. On
January 28, 1997, the company changed its name to Premier Mining Ventures, Inc.
On February 28, 1998, the company changed its name to Pure Air Technology. On
February 22, 1999, the company changed its name to Startek.com, Inc. On November
29, 1999, the company changed its name to Bentley Communications Corp. On July
14, 2000, Bentley purchased 100% of the assets of twirlme.com, Inc., a Nevada
corporation, with offices in San Francisco, CA for $80,000.

Bentley's initial operations focused on creating an international
business-to-business (B2B) and wholesale sourcing network. This included
e-commerce based retail and wholesale sales and distribution for consumer and
industrial product oriented non-U.S. based companies, initially in Asia and the
Pacific Rim. In connection with these operations, the company created
buynetonline.com, an interactive shopping, supply, and gateway resource on the
Internet and purchased buynetplaza.com, a fully functioning E-commerce internet
website with an existing customer base and hundreds of sourced products. These
operations were abandoned in 2001.

For most of fiscal 2002, Bentley's business plan was to provide legalized online
gaming in the United States with particular emphasis on California. Due to the
enormous legal and political hurdles experienced in the online gaming industry,
in late 2002, Bentley reorganized the company's plan to provide online payment
services, such as its trademarked ATM@HOME, to e-commerce retailers and service
providers. Bentley sought to provide this service to customers of online
brokerage firms with future operations envisioned to include issuance of
co-branded debit cards for brokers' clients, which can be tied to the ATM@HOME
system for use at other Web sites.

In the second half of fiscal 2003, Bentley, which has historically focused on
the implementation of alternative financial transactions and ecommerce services,
identified an opportunity to become the domestic leader in the fast-growing
trade and barter industry. In barter it saw a chance to apply proprietary
e-commerce systems to enable barter exchanges, and the companies that barter
through them, access round the clock to a user-friendly, online trade exchange.

                                        3
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This may enable Bentley to become the online market maker for the barter
industry -- a neutral intermediary that brings together fragmented multiple
groups of buyers and sellers online.

BUSINESS

CORPORATE OVERVIEW

Bentley's structure and major subsidiaries are as follows, with the jurisdiction
of incorporation of each subsidiary included in parentheses:

BENTLEY COMMUNICATIONS CORP.
(Florida, USA)

Kryptosima Acquisition Corp.
(100% owned)
(Georgia, USA)

TWIRLME.COM INC.
(100% OWNED)
(NEVADA, USA)

LEGENDS SURFBOARDS INC.
(100% OWNED)
(NEVADA, USA)

OMNIBOMB CORP.
(100% OWNED)
(NEVADA, USA)

At June 30, 2003 all subsidiaries were non-operational.

GENERAL OPERATIONS

BUSINESS STRATEGY

OVERVIEW

Bentley has historically focused on alternative financial transactions and
ecommerce services. During fiscal 2003 it began to direct its activities towards
the "trade" and "barter" industry. This may represent an ideal opportunity to
apply proprietary systems to enable barter exchanges, and the companies that
barter through them, access round the clock to a user-friendly, online trade
exchange - tailored to their needs. With this in mind, Bentley began to develop
and implement a plan to become the domestic leader in the fast growing trade and
barter industry.

                                       4
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BUSINESS STRATEGY

Bentley is a business to business Internet e-commerce company that seeks to
establish a new marketplace and distribution channel for worldwide barter and
trade. In order to accomplish this, Bentley will create a trade clearinghouse
for barter companies, their members and clients, through the development of a
seamlessly integrated family of online barter services. It envisions that most
barter transactions can be handled in real time, using proprietary software that
Bentley is developing or acquiring. The outcome will be to transform and
redefine the commercial barter industry as it exists today by enabling barter
exchanges, and their members and clients, to trade interactively with each other
online.

BUSINESS MODEL

Bentley intends to serve as a clearinghouse for barter trades for Fortune 500
trading partners, scores of existing retail barter exchanges that serve
companies of all sizes, corporate barter companies that serve large
multi-national corporations, trade associations and their member companies, and
media and travel agencies. Bentley anticipates that the exchanges and barter
companies that utilize its services will bring with them their members and
clients.

Aggregating barter companies is fundamental to Bentley's strategy because it
should provide the maximum amount of inventory and trading partners in the
shortest time, at the least amount of additional cost. By providing a full range
services to intermediaries, such as independent barter companies and exchanges,
this should offer the incentive for them to bring their members and clients with
them. These member clients and firms of the intermediaries are the companies
that will actually trade online using Bentley's exchange.

Within two years, Bentley expects to add consumers, initially as buyers only, to
build a larger sales base for the inventory that exchange members and corporate
barter companies wish to sell. Bentley plans to issue a co-branded credit card
to facilitate both sales to consumers and sales between companies that are not
in the same trade exchange.

THE INDUSTRY

Barter, or cashless trade, serves certain business purposes more effectively
than cash-based transactions. Specifically, companies use barter to sell
slow-moving or surplus inventory at full price, capitalize excess inventory to
finance purchases, put excess production capacity to use, generate new sales,
customers and markets while conserving cash, and do business in countries with
unstable currencies.

Barter companies typically use a trade credit, accounted for as $1, as the basis
of exchange. Each active barter client establishes a barter currency account
using barter debits and credits. U.S. Barter companies issue 1099B forms to the
IRS and their clients to report income from barter transactions.

The industry is composed of three sectors:

o    RETAIL BARTER serves small to mid-sized business owners, who are members of
     local trade exchanges through which they conduct barter transactions. Trade
     exchanges act as third-party record-keepers with the same fiduciary
     responsibilities as bankers and securities brokers.

o    CORPORATE TRADE involves a corporate barter company that purchases
     inventories for trade credits from large client companies. They fulfill the
     credits by providing goods or services requested by the clients.

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o    COUNTERTRADE, by far the largest segment, is barter involving companies or
     governments in different countries. No brokers are involved, so this
     represents an untapped sector for future services.

MARKET SIZE

The International Reciprocal Trade Association estimates that just in the U.S.,
over 470,000 companies actively participate in barter for a total of over $12
billion in annual sales. Over 65% of the corporations listed on the New York
Stock Exchange are presently using barter to reduce surplus inventory, bolster
sales and ensure that production facilities run at near capacity. The U.S.
Department of Commerce estimates that 20 to 25% of world trade is now barter,
and corporate barter is already a growing $20 billion worldwide industry.

MARKETING PLAN

At the outset, Bentley will target the (1) retail and (2) corporate trade
sectors to benefit both trading partners and their brokers. It will begin
development of its online proprietary barter exchange software with an
integrated payment system. For the retail barter, Bentley is seeking to acquire
or affiliate with barter trade exchanges that can use this platform. For
corporate trade, it plans to launch a corporate trade division though a
strategic alliance with an established international trade finance and corporate
barter company.

COMPETITION

Two types of competition exist: cash-based sales outlets for surplus inventory,
both online and off, and barter companies both online and off. All could also be
potential Bentley allies since it can provide them with additional potential
buyers and affiliates. Few, if any, competitors are believed to aggregate barter
companies and compete directly with Bentley's business model.

o    CASH-BASED SALES OUTLETS FOR SURPLUS INVENTORY - Cash-based sales outlets
     for surplus inventory represent an alternative to Bentley, including
     emerging online market makers for specific industrial markets and auctions,
     both online and off. Bentley offers advantages over auctions by preserving
     brand integrity and delivering full dollar value to sellers.

o    BARTER COMPANIES - Several online barter companies are known to be in
     various stages of formation. All seem to be in the development stage and
     insufficient comprehensive information is available about them to make any
     analysis. However, all are believed to be barter companies rather than a
     market maker serving other barter companies, as Bentley does, so they may
     also represent potential affiliates. Bentley should offer great advantages
     over traditional barter companies through aggregated inventories, a common
     trade currency, automated processes, and an escrow system that makes all
     transactions more reliable and secure.

COMPETITIVE ADVANTAGE

Management believes that being the first to market comprehensive integrated
services, ramping up quickly, offering a superior viewer experience, locking in
key local trade exchanges, corporate barter companies and participating buyers
and sellers, and deploying proprietary software may give Bentley a competitive
edge to achieving and holding a market leadership position.

                                       6
<PAGE>

REVENUE

The Bentley business model contemplates eleven potential revenue streams:

o    Trading (transaction) fees on all trades executed or cleared through the
     BarterDollars.com website.

o    Set-up and monthly subscription fees paid by participating companies, trade
     exchanges and affiliated brokers. (2 streams)

o    Revenue share from Bentley managed private label co-branded barter
     marketplaces, such as with trade associations.

o    Fees on new credit cards issued and basis points on outstanding balances
     paid by the financial institution that issues co-branded credit cards. (2
     streams)

o    Finders fees paid by corporate trade companies on transactions introduced
     by Bentley.

o    Transaction fees from seller on the buy side of corporate procurement and
     the spread between the selling price and cash cost on the sell side of
     corporate procurement. (2 streams)

o    Licensing fees and ongoing revenue share from International Licensees. (2
     streams)

There are no assurances that any of these revenue streams may prove to be
viable. As of June 30, 2003, Bentley had not implemented its current business
plan.

EMPLOYEES

As of June 30, 2003, Bentley had one employee but has retained the management
services of outside consultants for operations, administration and general
office management duties.

OTHER MATTERS

Bentley is in the process of applying for a trademark on the ATM@Home name.

Over the last two years, Bentley has spent $510,000 on research and development
activities.

AGREEMENTS WITH SERVICE PROVIDERS

On June 6, 2003, Bentley entered into an agreement with American IDC Corp.
whereby American IDC Corp. will provide future programming, website development,
design and hosting services for its barter websites. Bentley issued 10,000,000
of restricted common stock to American IDC in exchange for these services.
Gordon Lee, an officer and director of Bentley is also an officer, the sole
director and a controlling shareholder of American IDC Corp.

Bentley also entered into an agreement with BBX Services, Inc. for management
consulting services rendered from January 2003 to June 2003. Compensation was
$30,000.00 per month, payable in cash or restricted common stock. Gordon Lee, an
officer and director of Bentley is also an officer, the sole director and a
controlling shareholder of BBX Services, Inc.

                                       7
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SUBSEQUENT EVENTS

APPOINTMENT OF ROBERT SCHUMACHER, PRESIDENT AND COO

On July 29, 2003, Bentley appointed Robert Schumacher, an internet and marketing
executive, as its President and Chief Operating Officer. Over the past decade,
Mr. Schumacher has launched a number of companies ranging from internet design,
hosting and marketing, to online software, to the design of medical devices, as
well as developing the marketing strategies and online presence for a host of
other organizations. Prior to this, Mr. Schumacher was vice president of
marketing planning, merchandising and retail development for Pennsylvania House,
a division of a Fortune 500 company. He joined them after leaving National Home
Furnishings Association where for ten years he was publisher of its industry
magazine as well as its associate executive vice president. For eight years
preceding this, he was President of Centrum Corporation, a Washington, D.C.
headquartered consulting firm he founded with satellite offices in Europe. It
served a wide range of companies, national and international trade associations,
and public service organizations, providing them with marketing, advertising,
design, public relations, documentary film production and conference
organization.

ACQUISITION OF CRUMP BARTER NETWORK

On August 29, 2003, Bentley entered into an Asset Purchase Agreement with Crump
Barter Systems, Inc., whereby Bentley agreed to purchase all of the assets of
Crump, including the sole and exclusive use of the name "Crump Barter", all
right, title and interest in and to the website "www.crumpbarter.com", the Crump
Barter system, including its 180 affiliates and alliances, trade receivables and
trade payables, fixed assets, all goodwill, real property, personal property,
choses in action, and intangible or intellectual property in which Crump has a
right or interest or the right to acquire an interest (collectively the
"ASSETS").

As consideration for the Assets, Bentley agreed to the following: the issuance
of 10,000,000 shares in the capital stock of the registrant and the sum of
$110,000 cash or cash equivalent, payable as follows: (i) the sum of $10,000.00
payable on or before the date of execution of the agreement, which amount has
been paid; and (ii) payment of the sum of $10,000 in cash or cash equivalent on
the one month anniversary of the closing of the purchase; and (iii) payment of
an additional $10,000 on the subsequent one month anniversary dates of the
closing date, for a period of ten months until the entire $110,000.00 has been
paid. On the Closing Date, as defined in the agreement, Bentley will provide to
Crump a Promissory Note representing the $100,000 owed as of the closing. The
purchase of the assets is subject to Bentley receiving from Crump audited
financial statements and pro forma financial statements, if necessary.

In accordance with the Asset Purchase Agreement, Bentley agreed to retain Joe
Crump, the sole shareholder of all of the issued and outstanding shares of
Crump, as manager of a wholly-owned subsidiary of Bentley to operate the Crump
bartering system. As set forth in the Management Agreement dated August 4th,
2003, Bentley agreed to retain Crump for a term of 12 months from the closing of
the purchase of the Assets for $10,000 per month.

With its predominantly North American network of 180 local barter exchanges and
approximately 50,000 merchant members that trade through them, Crump's growing
membership represents approximately 30 percent of the barter exchanges in the
USA and about 50 percent of those in Canada. It was founded in 1998 to bring
efficiencies to the barter industry by providing a clearinghouse through which
members of different barter exchanges worldwide can make available each other's
inventory and services and trade seamlessly with one another.

                                       8
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STRATEGIC ALLIANCE WITH INTERTRADE CAPITAL GROUP

On September 11, 2003, Bentley entered the corporate barter business by
launching a corporate trade division through a strategic alliance with
Intertrade Capital Group, Ltd., an international trade finance and corporate
barter company.

The agreement in principle will complement Bentley's agreement with Crump, with
Intertrade's team of international trade finance and corporate barter
specialists. Bentley's new division will enable the individual exchanges within
the Crump Barter Network to initiate corporate trade and to obtain the resources
necessary to successfully complete transactions. Bentley will also execute
corporate trades that originate from sources outside of the Crump Network.

Bruce Kamm, managing director of Intertrade Capital Group, will manage Bentley's
corporate trade division. As part of the strategic alliance, Intertrade will
provide Bentley with the ability to facilitate trading under its corporate
accounts receivable trading format. Intertrade will market and promote Bentley's
corporate and industrial trading business and will negotiate and enter into
Accounts Receivable Purchase Agreements. Intertrade will also manage the
utilization or unwinding of cash credits by providing Bentley's corporate and
industrial trade clients with cash equivalent credit spending opportunities.

ITEM 2.  DESCRIPTION OF PROPERTY

Bentley's corporate headquarters are at 11301 Olympic Blvd., Suite 680, Los
Angeles, CA 90064. The company's corporate address consists of an executive
location for receipt of correspondence and business functions on an as needed
basis. Bentley believes this arrangement will be adequate for its current
requirements.

As of June 30, 2003, Bentley had the following tangible assets.

(a)  Real Estate                   None

(b)  Furniture, Equipment, and
     Leasehold improvements        $3,500 (less $2,403 accumulated depreciation)

ITEM 3.  LEGAL PROCEEDINGS

Legal action has been commenced against Bentley and its Chief Executive Officer,
Gordon Lee, have been by Victor Nguyen (the "Plaintiff"), Case No. SC077312, in
Los Angeles, Superior Court for breach of written contract, fraud and negligent
misrepresentation. The case stems from a Settlement Agreement and General and
Mutual Release regarding rent due on 9800 Sepulveda Blvd. Ste. 625, Los Angeles,
CA and other obligations set forth in the settlement. The claim is for damages
in accordance with the proof, return to the Plaintiff of 500,000 shares of
Bentley stock surrendered pursuant to the agreement and for punitive damages.

                                       9
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Subsequent to June 30, 2003, the court entered a default judgment against Gordon
Lee on July 15, 2003. Mr. Lee is bringing a motion to set aside the default on
the grounds that he did not have actual notice in time to defend and the default
was not caused by Mr. Lee's avoidance of service or inexcusable neglect. The
hearing is set for October 30, 2003. Bentley answered on July 23, 2003. Both
Bentley and Gordon Lee are working toward settlement of the matter.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The company's common stock is traded on the NASD Electronic Bulletin Board
under the symbol "BTLY". Prices reported represent prices between dealers, do
not include markups, markdowns or commissions and do not necessarily represent
actual transactions. The following table sets forth high and low bid quotations
of the Bentley's common stock for the fiscal years ended June 30, 2003 and 2002
as follows:

Bid

2003

                                             High             Low
                                             ----             ---

First Quarter                                 .18             .03
Second Quarter                                .07             .01
Third Quarter                                 .03             .01
Fourth Quarter                                .02             .01


2002

                                             High             Low
                                             ----             ---

First Quarter                                 .20             .06
Second Quarter                                .08             .02
Third Quarter                                 .06             .03
Fourth Quarter                                .18             .03

(b) As of June 30, 2003, Bentley had approximately 692 shareholders of record of
the common stock.

(c) No cash dividends on outstanding common stock have been paid within the last
two fiscal years, and interim periods. Bentley does not anticipate or intend
upon paying dividends for the foreseeable future.

                                       10
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(d) Securities Authorized for Issuance under Equity Compensation Plans

This information is located in Item 11, Security Ownership of Certain Beneficial
Owners and Management.

(e) Recent Sales of Unregistered Securities.

On June 6, 2003, Bentley issued 4,000,000 restricted shares of common stock to
Novak Capital for investor relations services. The shares were valued at $.0074
per share and were intended to be exempt from registration under section 4(2)
and/or Regulation D of the Securities Act of 1933.

On June 6, 2003, Bentley issued 500,000 shares to Ken Ghiz, an investor, for
$.0074 per share or total proceeds of $5,000. This issuance was intended to be
exempt from registration under section 4(2) and/or Regulation D of the
Securities Act of 1933.

On June 6, 2003, Bentley issued 15,000,000 shares to Marshall Richardson in
exchange for a combination of cash and barter card guarantees. These shares have
not yet been delivered pending receipt of certain documentation by the company.
The shares were valued at $.0074 per share and were intended to be exempt from
registration under section 4(2) and/or Regulation D of the Securities Act of
1933.

On June 6, 2003, Bentley issued 10,000,000 shares to American IDC Corp. in
payment for future programming, website design and development and hosting
services. These shares were valued at $33,000 and were intended to be exempt
from registration under section 4(2) and/or Regulation D of the Securities Act
of 1933.

On June 6, 2003, Bentley issued 5,000,000 shares to Richard O. Weed, a
consultant, for legal and financial consulting services. Theses shares were
valued at $.0075 per share and were intended to be exempt from registration
under section 4(2) and/or Regulation D of the Securities Act of 1933.

On June 6, 2003, Bentley issued 10,000,000 shares to BBX Services, Inc. for
management consulting services rendered from January 2003 to June 2003.
Compensation to BBX Services was $30,000.00 per month, payable in cash or in the
company's 144 restricted stock, as determined by the Company. These shares were
valued at $.0074 per share. This issuance was intended to be exempt from
registration under section 4(2) and/or Regulation D of the Securities Act of
1933.

On June 6, 2003, Bentley issued 1,000,000 shares to Dr. Edward Von Borstel, an
investor, in exchange for a promissory note in the amount of $66,000. This
issuance was intended to be exempt from registration under section 4(2) and/or
Regulation D of the Securities Act of 1933.

On June 30, 2003, the company issued to Tristan Cavato, a consultant, 1,000,000
shares of common stock for consulting services rendered. The shares were valued
at $.0074 per share and were intended to be exempt from registration under
section 4(2) and/or Regulation D of the Securities Act of 1933.

On June 30, 2003, the company issued 2,500,000 shares to Steve Kelley, a
consultant, for consulting services rendered. The shares were valued at $.0074
per share and were intended to be exempt from registration under section 4(2)
and/or Regulation D of the Securities Act of 1933.

                                       11
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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

Beginning in fiscal year 2002 and ending in the second quarter of fiscal year
2003, Bentley focused on developing a service to allow consumers to make
Internet payments, via an ATM/Debit card from home or office. Due to
management's experience in the securities industry, particular emphasis was
placed on enabling online brokers to accept real-time ATM card payments for
online purchases of securities. As it became apparent that the proposed service
could be applicable to a wider range of e-commerce markets (Internet merchants),
Bentley began to assess new opportunities. In January 2003, the company decided
to focus on acquisitions in the financial services arena, specifically
electronic barter transactions and financial lead.

KRYPTOSIMA AND ATM@ HOME

Bentley introduced the trade name ATM@Home(TM), and in fiscal 2003 began seeking
customers and technology partners to help operate the service. After reviewing
several potential partners, Bentley reached an agreement with Gibraltar in June
2002 to provide certain intellectual property regarding services for the
securities industry, and Kryptosima to provide key technology needed for the
ATM@HOME system. Bentley and Kryptosima on July 17, 2002 executed a traditional
client/vendor contract, and on July 29, 2002, entered into a letter of intent
whereby Bentley would acquire Kryptosima, with a definitive agreement signed
August 20, 2002. The acquisition agreement provided for Gordon Lee, Bentley's
existing President and CEO, to step down to be replaced by Harry Hargens,
President of Kryptosima upon completion of the acquisition.

On October 11, 2002, the management transition proposed in connection with the
Kryptosima acquisition occurred. Further, Bentley and Kryptosima mutually agreed
to amend the acquisition agreement on October 15, 2002 in order to structure the
acquisition in a way intended to eliminate certain tax consequences for
Kryptosima's shareholders. Subsequent to December 31, 2002 the acquisition
agreement between Bentley and Kryptosima was rescinded by mutual agreement of
both parties. The rescission of the agreement calls for cancellation of
50,000,000 shares of Bentley common stock issued for the acquisition of
Kryptosima. As of June 30, 2003 these shares were still issued and outstanding
and the Company has recorded a total expense of $1,500,000 in order to recognize
a loss in this transaction.

In January 2003, Bentley began to focus entirely on the barter and trade
industry.

BARTERCARD USA & FNIN

In January, Bentley began the process to acquire Bartercard USA, which holds the
American licensing rights for Bartercard International, and an associated
company, First National Information Network ("FNIN"), specializing in the
identification and marketing of financial sales leads through telemarketing. As
Bentley progressed through the due diligence process, it felt that these
acquisitions were not consistent with its business plans, which is focused on a
state-of-the-art online barter exchange that melds other exchanges into it,
rather than "brick and mortar" businesses emphasized by Bartercard International
and Bartercard USA. Moreover, Bentley felt FNIN's business of generating leads
through outbound telemarketing calls might be severely impacted by the Federal
"do-not-call" registry that went into effect in 2003. A mutual agreement
terminated the acquisition discussions.

                                       12
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SUBSEQUENT EVENTS

To begin its strategy of aggregating barter companies, on August 29, 2003,
Bentley entered into an agreement to acquire the assets of Crump Barter Systems
Inc., with its predominantly North American network of 180 local barter
exchanges and approximately 50,000 merchant members that trade through them. Joe
Crump will be on the Bentley executive staff and manage its retail barter
operations. Crump's growing membership represents approximately 30 percent of
the barter exchanges in the USA and about 50 percent of those in Canada. It was
founded in 1998 to bring efficiencies to the barter industry by providing a
clearinghouse through which members of different barter exchanges worldwide can
make available each other's inventory and services and trade seamlessly with one
another industry.

To begin its corporate strategy, on September 11, 2003, Bentley entered into an
agreement in principle launching a corporate trade division through a strategic
alliance with Intertrade Capital Group, Ltd., an international trade finance and
corporate barter company. Bentley's new division will enable the individual
exchanges within the Crump Barter Network to initiate corporate trade and to
obtain the resources necessary to successfully complete transactions. Bentley
will also execute corporate trades that originate from sources outside of the
Crump Network. Bruce Kamm, managing director of Intertrade Capital Group, will
manage Bentley's corporate trade division. As part of the strategic alliance,
Intertrade will provide Bentley with the ability to facilitate trading under its
corporate accounts receivable trading format. Intertrade will market and promote
Bentley's corporate and industrial trading business and will negotiate and enter
into Accounts Receivable Purchase Agreements. Intertrade will also manage the
utilization or unwinding of cash credits by providing Bentley's corporate and
industrial trade clients with cash equivalent credit spending opportunities.

Revenues
--------
For the year ended June 30, 2003 and 2002, revenues from operations totaled $0
and $127,740, respectively. Bentley reported a net loss from operations of
$4,613,910 in 2003 and $2,941,447 in 2002. The decrease in revenue was
attributable to the close of the web-hosting business.

Costs and Expenses
------------------
As Bentley transitions from a development stage to an operating company, Bentley
has incurred significant operating deficits, which have decreased Bentley's
working capital. Company management believes this trend will have a material
impact on Bentley's short-term and long-term liquidity. Management expects to
fund this decrease in liquidity through the proceeds of loans from significant
shareholders and the private placement of its stock. Management believes income
from continuing operations may be materially impacted by the transition from a
development stage to an operating company. Selling, general and administrative
expenses increased from $2,547,985 in 2002 to $3,155,987 in 2003. This 24%
increase is due to the company's entrance into the barter business. Management
is unable to accurately predict the nature and extent of future costs and
expenses from this activity.

Depreciation and amortization expense for 2003 was $700 and $700 for 2002.

Liquidity and Capital Resources
-------------------------------
As of June 30, 2003, Bentley had a working capital deficit of $426,926.

                                       13
<PAGE>

While Bentley has raised capital and borrowed funds to meet its current and
projected working capital needs, additional financing will be required in order
to meet its obligations. Bentley is seeking financing in the form of equity and
debt for working capital. There are no assurances that Bentley will be
successful in raising the funds required.

Bentley has borrowed funds from significant shareholders of Bentley in the past
to satisfy certain obligations and anticipates continuing to borrow funds to
meet future working capital requirements. Further, Bentley has issued shares of
its common stock to pay numerous outside consultants and advisers. This practice
is likely to continue.

RISKS AND UNCERTAINTIES

Bentley has sought to identify what it believes to be the most significant risks
to its business, but cannot predict whether or to what extent any of such risks
may be realized nor can there be any assurances that Bentley has identified all
possible risks that might arise. Investors should carefully consider all of such
risk factors before making an investment decision with respect to Bentley's
stock.

BENTLEY HAS LIMITED EXPERIENCE IN THE E-COMMERCE BUSINESS SECTOR; ANTICIPATES
LOSSES; AND IS UNCERTAIN OF FUTURE RESULTS.

Bentley has only limited experience in the e-commerce business sector. Bentley
will be incurring costs to develop, introduce and enhance its barter services,
to establish marketing relationships, to acquire and develop products that will
compliment each other and to build an administrative organization. To the extent
that such expenses are not subsequently followed by commensurate revenues,
Bentley's business, results of operations and financial condition will be
materially adversely affected. Bentley may not be able to generate sufficient
revenues from the sale of its service and products. Bentley expects negative
cash flow from operations to continue for the next four quarters as it continues
to develop and market its business. If cash generated by operations is
insufficient to satisfy Bentley's liquidity requirements, Bentley may be
required to sell additional equity or debt securities. The sale of additional
equity or convertible debt securities would result in additional dilution to
Bentley's stockholders.

BENTLEY FACES POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

Bentley's quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors, most of which are outside Bentley's
control, including:

     o    the level of use of the Internet;
     o    the demand for alternative payment services;
     o    approval of Electronic Funds Transfer networks
     o    seasonal trends in Internet use,
     o    the amount and timing of capital expenditures; and other costs
          relating to the expansion of Bentley's Internet operations;
     o    the introduction of new services by Bentley or its competitors;
     o    technical difficulties or system downtime;
     o    general economic conditions, and
     o    economic conditions specific to the Internet and Internet media.

                                       14
<PAGE>

Bentley's quarterly results may also be significantly impacted by the accounting
treatment of acquisitions, financing transactions or other matters. Due to the
foregoing factors, among others, it is likely that Bentley's operating results
will fall below the expectations of Bentley or investors in some future period.

BENTLEY'S COMMON STOCK TRADES IN A LIMITED PUBLIC MARKET, THE NASD OTC
ELECTRONIC BULLETIN BOARD; ACCORDINGLY, INVESTORS FACE POSSIBLE VOLATILITY OF
SHARE PRICE.

Bentley's common stock is currently quoted on the NASD OTC Bulletin Board under
the ticker symbol BTLY. As of June 30, 2003, there were approximately
310,830,764 shares of common stock outstanding, of which approximately
137,327,877 were tradable without restriction under the Securities Act. There
can be no assurance that a trading market will be sustained in the future.
Factors such as, but not limited to, technological innovations, new products,
acquisitions or strategic alliances entered into by Bentley or its competitors,
failure to meet security analysts' expectations, government regulatory action,
patent or proprietary rights developments, and market conditions for technology
stocks in general could have a material effect on the liquidity of Bentley's
common stock and volatility of Bentley's stock price.

BENTLEY'S FUTURE OPERATIONS ARE CONTINGENT ON ITS ABILITY TO MANAGE ITS GROWTH,
IF ANY.

Bentley expects to experience significant growth in the number of employees and
the scope of its operations. In particular, Bentley may hire additional
engineering, sales, marketing, content acquisition and administrative personnel.
Additionally, acquisitions could result in an increase in employee headcount and
business activity. Such activities could result in increased responsibilities
for management. Bentley believes that its ability to increase its customer
support capability and to attract, train, and retain qualified technical, sales,
marketing, and management personnel, will be a critical factor to its future
success. In particular, the availability of qualified sales, engineering and
management personnel is quite limited, and competition among companies to
attract and retain such personnel is intense. During strong business cycles,
Bentley expects to experience difficulty in filling its needs for qualified
sales, engineering, and other personnel.

Further, Bentley's future success will be highly dependent upon its ability to
successfully manage the expansion of its operations. Bentley's ability to manage
and support its growth effectively will be substantially dependent on its
ability to: implement adequate improvements to financial and management
controls, reporting and order entry systems, and other procedures and hire
sufficient numbers of financial, accounting, administrative, and management
personnel. Bentley's expansion and the resulting growth in the number of its
employees will result in increased responsibility for both existing and new
management personnel. Bentley is in the process of establishing and upgrading
its financial accounting and procedures. Bentley may not be able to identify,
attract, and retain experienced accounting and financial personnel. Bentley's
future operating results will depend on the ability of its management and other
key employees to implement and improve its systems for operations, financial
control, and information management, and to recruit, train, and manage its
employee base. Bentley may not be able to achieve or manage any such growth
successfully or to implement and maintain adequate financial and management
controls and procedures, and any inability to do so would have a material
adverse effect on its business, results of operations, and financial condition.

Bentley's future success depends upon its ability to address potential market
opportunities while managing its expenses to match its ability to finance its

                                       15
<PAGE>

operations. This need to manage its expenses will place a significant strain on
the Bentley's management and operational resources. If Bentley is unable to
manage its expenses effectively, the company may be unable to finance its
operations.

BENTLEY FACES RISKS ASSOCIATED WITH FUTURE ACQUISITIONS, IF ANY.

As part of its business strategy, Bentley expects to acquire assets and
businesses relating to or complementary to its operations. These acquisitions by
Bentley will involve risks commonly encountered in acquisitions of companies.
These risks include, among other things, the following:

     o    Bentley may be exposed to unknown liabilities of the acquired
          companies;
     o    Bentley may incur acquisition costs and expenses higher than it
          anticipated;
     o    Fluctuations in Bentley's quarterly and annual operating results may
          occur due to the costs and expenses of acquiring and integrating new
          businesses or technologies;
     o    Bentley may experience difficulties and expenses in assimilating the
          operations and personnel of the acquired businesses;
     o    Bentley's ongoing business may be disrupted and its management's time
          and attention diverted; and
     o    Bentley may be unable to integrate successfully.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is included as a separate Exhibit to this report.
Please see pages F-1 through F-18.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

(a) The following table furnishes the information concerning the company's
directors and officers as of June 30, 2003. The directors of the company are
elected every year and serve until their successors are elected and qualify.

Name                 Age                    Title                         Term
----                 ---                    -----                         ----

Gordon F. Lee        52       Chief Executive Officer, President,         Annual
                              and Chief Financial Officer

                                       16
<PAGE>


The following table sets forth the portion of their time the officers and
directors devote to Bentley:

Gordon F. Lee                           50%

The term of office for each director is one (1) year, or until his/her successor
is elected at Bentley's annual meeting and is qualified. The term of office for
each officer of Bentley is at the pleasure of the board of directors.

The board of directors does not have a nominating committee. Therefore, the
selection of persons or election to the board of directors was neither
independently made nor negotiated at arm's length.

(b) Identification of Certain Significant Employees.

Strategic matters and critical decisions are handled by the director and
executive officer of Bentley, Gordon Lee.

(c) Family Relationships.           None

(d) Business Experience.

The following is a brief account of the business experience during the past five
years of each director and executive officer of Bentley, including principal
occupations and employment during that period and the name and principal
business of any corporation or other organization in which such occupation and
employment were carried on.

Gordon F. Lee, age 52, has been the CEO and CFO of Bentley since March 1999.
From March 1998 to March 1999, Mr. Lee served as the President of Glass Master
Industries, a company working on the development of a bullet resistant glass
coating technology which was eventually sold to other companies for commercial
development. From 1991 to March 1998, Mr. Lee served as the President of USA
Video corporation, one of the first companies to offer video on demand and high
quality digitizing and compression services. Mr. Lee is an officer and director
of American IDC Corp., a SEC reporting company (ACNI).

Some of the officers and directors of Bentley will not devote more than a
portion of their time to the affairs of Bentley. There may be occasions when the
time requirements of Bentley's business conflict with the demands of their other
business and investment activities. Such conflict may require that the company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the company.

There is no procedure in place which would allow officers or directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner in which they
consider appropriate.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
registrant's officers and directors, and persons who own more than 10% of a

                                       17
<PAGE>

registered class of the registrant's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Registrant with
the Securities and Exchange Commission. Officers, directors and greater-than 10%
shareholders are required by the Securities and Exchange Commission regulation
to furnish the registrant with copies of all Section 16(a) forms that they file.

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the registrant during its most recent fiscal year, all Section 16(a) forms were
timely filed, except as follows. Gordon Lee, Chief Executive Officer of the
company failed to timely file a Form 4 for acquisitions by BBX Services Corp.
and American IDC Corp., entities Mr. Lee controls, occurring on June 9, 2003. A
Form 4 reporting these transactions was filed on June 16, 2003. Harry Hargens,
CEO of the company from October 2002 to January 2003, failed to timely file a
Form 3 upon becoming an officer of the company and Form 4's for acquisitions
occurring on October 18, 2002 and a sale occurring on November 1, 2002. All of
these filings were subsequently made on or about November 8, 2002.

ITEM 10. EXECUTIVE COMPENSATION

(a) Cash Compensation.

The following sets forth all compensation paid by Bentley to its executive
officers for the last three completed fiscal years.

<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE
                                    Annual Compensation                            Long Term Compensation

(a)                       (b)       (c)           (d)         (e)                (f)               (g)

Name and                 Year       Salary        Bonus       Other           Restricted         Securities
Principal                           ($)           ($)         Annual            Stock            Underlying/
Position                                                      Compensation      Awards            Options
                                                              ($)                ($)               (#)
<S>                       <C>       <C>           <C>         <C>                <C>                <C>
Gordon F. Lee             2003      240,000       120,000      0                 0                  0
CEO, President            2002      240,000       120,000      0                 0                  0
and Director              2001      240,000       120,000     48,204             0                  0

Harry Hargens             2003       94,000       0            0                 0                  0
(CEO, 10/02 to 1/03)*
</TABLE>

* Mr. Hargens was appointed CEO of Bentley in connection with the Kryptosima
acquisition which was cancelled in January, 2002. Mr. Hargens subsequently
resigned.

(h) The company has made no Long Term Compensation payouts (LTIP or other)

Directors Compensation

The Company's sole director received $10,000 per month for services rendered as
a director during fiscal 2003.

                                       18
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following sets forth information with respect to common stock ownership by
officers and directors of the company and holders of more than five percent (5%)
of the company's common stock as known by the company. The percentages are based
upon 310,830,764 shares outstanding at June 30, 2003.

<TABLE>
<CAPTION>
Title of        Name and Address of                        Amount of                    Percent
Class           Beneficial Owner                           Beneficial Interest          of Class
-----           ----------------                           -------------------          --------
<S>             <C>                                         <C>                           <C>
Common          Gordon F. Lee                               74,500,000(1)                 24%
                CEO, CFO & Director
                11301 Olympic Blvd., Suite 680
                Los Angeles, CA 90064


Total as a group                                            74,500,000                    24%
</TABLE>

(1) 10,000,000 shares are held by BBX Service Corp., an entity Gordon Lee
controls and 10,000,000 shares are held by American IDC Corp., an entity Gordon
Lee controls.

<TABLE>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
<CAPTION>

                                                                                       NUMBER OF SECURITIES
                                                                                        REMAINING AVAILABLE
                                   NUMBER OF SECURITIES                                 FOR FUTURE ISSUANCE
                                     TO BE ISSUED UPON          WEIGHTED-AVERAGE           UNDER EQUITY
                                        EXERCISE OF             EXERCISE PRICE OF       COMPENSATION PLANS
                                   OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     (EXCLUDING SECURITIES
                                    WARRANTS AND RIGHTS        WARRANTS AND RIGHTS    REFLECTED IN COLUMN (a))
         PLAN CATEGORY                      (a)                        (b)                      (c)
-----------------------------  ---------------------------  -----------------------  --------------------------
<S>                                      <C>                          <C>                     <C>
Equity compensation
plans approved by
security holders                         None                          None                   None

Equity compensation
Plans not approved by
Security holders                         400,000                      $ 0.75                  0


Total                                    400,000                      $ 0.75                  0
</TABLE>

                                       19
<PAGE>

INDIVIDUAL COMPENSATION ARRANGEMENTS

In September 2001, Bentley entered into a consulting agreement with Richard O.
Weed, an attorney, for legal services. In connection with this agreement, the
company granted Mr. Weed an option to purchase 200,000 shares of common stock at
an exercise price of $0.50 per share and an option to purchase 200,000 shares of
common stock at an exercise price of $1.00 per share. These options expire
December 31, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 6, 2003, Bentley entered into an agreement with American IDC Corp.
whereby American IDC Corp. will provide future programming, website development,
design and hosting services for its barter websites. Bentley issued 10,000,000
of restricted common stock to American IDC in exchange for these services.
Gordon Lee, an officer and director of Bentley, is also an officer, the sole
director and a controlling shareholder of American IDC Corp.

Bentley also entered into an agreement with BBX Services, Inc. for management
consulting services rendered from January 2003 to June 2003. Compensation was
$30,000.00 per month, payable in cash or restricted common stock. Gordon Lee, an
officer and director of Bentley is also an officer, the sole director and a
controlling shareholder of BBX Services, Inc.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

a) Financial Statements and Schedules. The following financial statements and
schedules for Bentley as of June 30, 2003 are filed as part of this report.

         (1)      Financial statements of Bentley Communications Corp. and
                  subsidiaries.

         (2)      Financial Statement Schedules:

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         (3)      Exhibits

The exhibits listed below are required by Item 601 of Regulation S-B.

Exhibit
Number         Description of Document
------         -----------------------

3.1            Articles of Incorporation of the Registrant (1)
3.2            By-laws of the Registrant (1)
3.3            Articles of Amendment to Articles of Incorporation of Bentley
               Communications Corp. (2)
10.1           Internet/Website Consulting Agreement with American IDC Corp.
10.2           Agreement with BBX Services Corp.

                                       20
<PAGE>

10.3           August 2002 Non-Qualified Stock & Stock Option Plan (3)
10.4           October 2002 Non-Qualified Stock & Stock Option Plan (4)
10.5           January 2003 Non-Qualified Stock & Stock Option Plan (5)
10.6           June 2003 Non-Qualified Stock & Stock Option Plan (6)
23.1           Consent of Russell Bedford Stefanou Mirchandani LLP
23.2           Consent of Russell Bedford Stefanou Mirchandani LLP
23.3           Consent of Russell Bedford Stefanou Mirchandani LLP
31.1           Certification of the Chief Executive Officer of Bentley
               Communications Corp. pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002
31.2           Certification of the Chief Financial Officer of Bentley
               Communications Corp. pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002
32.1           Certification of the Chief Executive Officer and Chief Financial
               Officer of Bentley Communications Corp. pursuant to Section 906
               of the Sarbanes Oxley Act of 2002

(1) Previously filed as an exhibit to the Company's Form 10-QSB dated June 1,
2000
(2) Previously filed as an exhibit to the Company's Form 10-KSB dated June 30,
2002
(3) Filed with the Company's Form S-8, filed August 22, 2002 (File No.
333-98569) and incorporated by reference herein
(4) Filed with the Company's Form S-8, filed October 28, 2002 (File No.
333-100774) and incorporated by reference herein
(5) Filed with the Company's Form S-8, filed March 17, 2003 (File No.
333-103884) and incorporated by reference herein
(6) Filed with the Company's Form S-8, filed June 18, 2003 (File No. 333-106243
and incorporated by reference herein

(b) Reports on Form 8-K

On July 1, 2003, Bentley filed a Current Report on Form 8-K reporting under Item
5, Other Events, that on June 26, 2003, the Board of Directors of Bentley
resolved to cancel the proposed merger with First National Information Network.
The Company reported that it planned to proceed with the acquisition of
BarterCard USA, subject to the review of the due diligence material provided by
BarterCard USA, receipt of currently audited financial statements and
finalization of closing materials on or before August 30, 2003.

Subsequently, the Company decided not to proceed with the acquisition of
BarterCard USA.

ITEM 14. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Chief Executive Officer
and the Chief Financial Officer made an evaluation of the company's disclosure
controls and procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) of the
Securities Exchange Act). Based upon this evaluation, in his opinion, the
disclosure controls and procedures are effective.

(b) There have been no significant changes in the Company's' internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.

                                       21
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Date:  October 13, 2003                            BENTLEY COMMUNICATIONS CORP.

                                                   By:    /s/ Gordon F. Lee
                                                   ----------------------------
                                                              Gordon F. Lee
                                                              CEO & CFO

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

/s/ Gordon F. Lee               CEO, CFO, Director              October 13, 2003
-----------------               ------------------              ----------------
Gordon F. Lee

                                       22
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                             JUNE 30, 2003 AND 2002



                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                          BENTLEY COMMUNICATIONS CORP.



                                      F-1
<PAGE>

                          BENTLEY COMMUNICATIONS, CORP.

                          INDEX TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


                                                                           Page
                                                                           ----
Report of Independent Certified Public Accountants                         F-3

Consolidated Balance Sheets at June 30, 2003 and 2002                      F-4

Consolidated Statements of Losses for The Two Years Ended
       June 30, 2003 and 2002                                              F-5

Consolidated Statements of Deficiency in Stockholders' Equity
       for The Two Years Ended June 30, 2003 and 2002                      F-6

Consolidated Statements of Cash Flows for The Two Years Ended
       June 30, 2003 and 2002                                              F-7

Notes to Consolidated Financial Statements                                F8-18


                                      F-2
<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors
Bentley Communications Corp.
Los Angeles, CA


         We have audited the accompanying consolidated balance sheets of Bentley
Communications Corp. and subsidiaries (the "Company") as of June 30, 2003 and
2002 and the related consolidated statements of losses, deficiency in
stockholders' equity, and cash flows for the two years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company and subsidiaries as of June 30, 2003 and 2002, and the results of
its operations and its cash flows for the two years then ended, in conformity
with accounting principles generally accepted in the United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note L, the
Company is experiencing difficulty in generating sufficient cash flow to meet it
obligations and sustain its operations, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to this
matter are described in Note L. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                    --------------------------------------------
                                        Russell Bedford Stefanou Mirchandani LLP
                                        Certified Public Accountants

McLean, Virginia
October 8, 2003

                                      F-3
<PAGE>

<TABLE>
                                    BENTLEY COMMUNICATIONS CORP.
                                    CONSOLIDATED BALANCE SHEETS
                                       JUNE 30, 2003 AND 2002
<CAPTION>

                                                                         2003              2002
                                                                         ----              ----
<S>                                                                 <C>               <C>
 ASSETS
 Current Assets:
 Cash and Cash Equivalents                                          $         --      $         30
 Prepaid Expenses                                                         54,138                --
                                                                    -------------     -------------
 Total Current Assets                                                     54,138                30

 Property, Plant and Equipment
 Furniture and Equipment                                                   3,500             3,500
 Less: Accumulated Depreciation                                            2,403             1,703
                                                                    -------------     -------------
                                                                           1,097             1,797

 Total Assets                                                       $     55,235      $      1,827
                                                                    =============     =============

 LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
 Current Liabilities:
 Cash Disbursed in Excess of Available Funds                        $         25      $         --
 Accounts Payable and Accrued Liabilities (Note E)                       289,707           271,898
 Notes Payable (Note C)                                                   67,500            80,000
 Convertible Debenture (Note D)                                           30,000                --
 Other Advances                                                           46,332                --
 Due to Related Parties (Note J)                                          47,500            47,319
                                                                    -------------     -------------
                                                                         481,064           399,217

Commitment and Contingencies (Note K)                                         --                --

 Deficiency in Stockholders' Equity:
 Preferred Stock, par value $.0001 per share; 20,000,000 shares
authorized; none issued at June 30, 2003 and 2002 (Note F)                    --                --
 Common Stock, par value $.0001 per share; 500,000,000 shares
authorized; 310,830,764 shares and 128,831,724 shares issued
and outstanding at June 30, 2003 and 2002, respectively. (Note F)         31,083            12,883
 Common Stock Subscription (Note F)                                      (66,000)         (300,000)
 Additional Paid-In-Capital                                           12,242,200         7,908,929
 Accumulated Deficit                                                 (12,633,112)       (8,019,202)
                                                                    -------------     -------------
                                                                        (425,829)         (397,390)
                                                                    -------------     -------------
 Total Liabilities and Deficiency in Stockholders' Equity           $     55,235      $      1,827
                                                                    -------------     -------------

                    See accompanying notes to consolidated financial statements

                                                F-4
</TABLE>
<PAGE>

<TABLE>
                                    BENTLEY COMMUNICATIONS CORP.
                                 CONSOLIDATED STATEMENTS OF LOSSES
                           FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002
<CAPTION>

                                                                      2003               2002
                                                                      ----               ----
<S>                                                             <C>                <C>
Revenues:
Web hosting and consulting fees                                 $          --      $     127,740

Operating expenses:

Selling, general and administrative                                 3,155,987          2,547,985
Research and development (Note F)                                          --            510,000
Impairment loss (Note B)                                                   --              5,600
Costs in connection with acquisition of Kryptosima (Note F)         1,500,000                 --

Depreciation                                                              700                700
                                                                --------------     --------------
Total operating expenses                                            4,656,687          3,064,285


Operating loss                                                     (4,656,687)        (2,936,545)


Interest income (expense)                                              (7,223)            (4,902)

Other income (expense)                                                 50,000                 --

Income (taxes) benefit                                                     --                 --
                                                                --------------     --------------

Net loss                                                        $  (4,613,910)     $  (2,941,447)
                                                                ==============     ==============
Loss per common share (Note I)
(basic and assuming dilution)                                   $       (0.02)     $       (0.06)
                                                                ==============     ==============

Weighted average shares outstanding                               203,024,473         50,234,053

                    See accompanying notes to consolidated financial statements

                                                F-5
</TABLE>
<PAGE>

<TABLE>
                                                   BENTLEY COMMUNICATIONS CORP.
                                  CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                          FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002
<CAPTION>

                                                                        Additional      Common
                                             Common                       Paid-In        Stock        Accumulated
                                             Shares     Stock Amount      Capital     Subscription      Deficit         Total
                                             ------     ------------      -------     ------------      -------         -----
<S>                                       <C>           <C>            <C>            <C>            <C>            <C>
BALANCE AT JUNE 30, 2001                   26,659,724   $      2,666   $  4,252,484   $         --   $ (5,077,755)  $   (822,605)
                                          ============  =============  =============  =============  =============  =============

Common shares issued for cash               2,000,000            200        103,300             --             --        103,500

Common shares issued to consultants in
exchange for services rendered             42,079,610          4,208      2,372,162             --             --      2,376,370

Common shares issued in exchange for
debts                                       8,092,390            809        375,983             --             --        376,792

Common shares issued to consultants in
exchange for product development
services                                   20,000,000          2,000        508,000             --             --        510,000

Common stock subscription                  30,000,000          3,000        297,000       (300,000)            --             --

Net Loss                                           --             --             --             --     (2,941,447)    (2,941,447)
                                          ------------  -------------  -------------  -------------  -------------  -------------
BALANCE AT JUNE 30, 2002                  128,831,724   $     12,883   $  7,908,929   $   (300,000)  $ (8,019,202)  $   (397,390)
                                          ============  =============  =============  =============  =============  =============

Common shares issued for cash               3,600,000            360        116,640             --             --        117,000

Common shares issued to consultants in
exchange for services rendered            138,036,585         13,804      2,668,558             --             --      2,682,362

Common shares issued to consultants in
exchange for prepaid services               1,463,415            146         20,992             --             --         21,138

Common shares issued to related parties
in exchange for prepaid services           10,000,000          1,000         32,000         33,000

Common shares issued in exchange for
debts                                       2,899,040            290         86,681             --             --         86,971

Common shares issued in connection with
acquisition of Kryptosima LLC              50,000,000          5,000      1,495,000             --             --      1,500,000

Proceeds from common stock subscription            --             --             --        145,000             --        145,000

Cancellation of common stock
subscription                              (25,000,000)        (2,500)      (152,500)       155,000             --             --

Common stock subscription                   1,000,000            100         65,900        (66,000)            --             --

Net Loss                                           --             --             --             --     (4,613,910)    (4,613,910)
                                          ------------  -------------  -------------  -------------  -------------  -------------

BALANCE AT JUNE 30, 2003                  310,830,764   $     31,083   $ 12,242,200   $    (66,000)  $(12,633,112)  $   (425,829)
                                          ============  =============  =============  =============  =============  =============

                                   See accompanying notes to consolidated financial statements

                                                               F-6
</TABLE>
<PAGE>

<TABLE>
                                          BENTLEY COMMUNICATIONS CORP.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002
<CAPTION>

                                                                                      2003            2002
                                                                                      ----            ----
<S>                                                                               <C>              <C>
Cash flows from operating activities:

Net loss from operating activities                                                $(4,613,910)     $(2,941,447)

Adjustments to reconcile net loss to net cash (used in) operating activities:

Depreciation                                                                              700              700

Common stock issued in exchange for services rendered (Note F)                      2,682,362        2,376,370

Common Stock Issued in exchange for product development services (Note F)                  --          510,000

Common stock issued in connection with acquisition of Kryptosima LLC (Note F)       1,500,000               --

Common stock issued in exchange for expenses paid by officers and
shareholders                                                                           67,292               --

Reduction in notes payable by noteholders (Note C)                                    (12,500)              --

Impairment loss (Note B)                                                                   --            5,600

Increase (decrease) in:

Accounts payable and accrued liabilities                                               17,808         (231,833)

Unearned revenue                                                                           --         (126,000)

Cash disbursed in excess of available funds                                                25          (31,287)
                                                                                  ------------     ------------

Net cash provided by (used in) operating activities                                  (358,223)        (437,897)

Cash flows from investing activities:                                                      --               --

Cash flows from financing activities:

Proceeds from sale of common stock, net of cost (Note F)                              117,000          103,500

Proceeds from common stock subscription (Note F)                                      145,000               --

Proceeds from  notes payable (Note D)                                                  30,000           80,000

Proceeds from other advances, net                                                      46,332

Proceeds from (repayments of) related parties advances                                 19,861          254,427
                                                                                  ------------     ------------

Net cash provided by used in financing activities                                     358,193          437,927

Net increase (decrease) in cash and cash equivalents                                      (30)              30

Cash and cash equivalents at beginning of year                                             30               --
                                                                                  ------------     ------------

Cash and cash equivalents at end of year                                          $        --      $        30
                                                                                  ============     ============
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for interest                                              $        --      $        --

Cash paid during period for taxes                                                          --               --

Common stock issued in exchange for services (Note F)                               2,682,362        2,376,370

Common stock issued in exchange for product development services (Note F)                  --          510,000

Common stock issued to consultants in exchange for prepaid service fees
(Note F)                                                                               21,138               --

Common stock issued to related parties in exchange for prepaid service
fees (Note F)                                                                          33,000               --

Common stock subscription (Note F)                                                     66,000          300,000

Common stock issued for debt (Note F)                                                  86,971               --

Common stock issued in connection with acquisition of Kryptosima (Note F)           1,500,000               --

Reduction in notes payable by noteholders (Note C)                                    (12,500)              --

                          See accompanying notes to consolidated financial statements

                                                      F-7
</TABLE>
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Business and Basis of Presentation
----------------------------------

Bentley Communications Corp. ("Bentley" or the "Company") was incorporated under
the laws of the state of Florida in February 1992 and is engaged in the business
of casino gaming, sports book, horseracing, and bingo via the Internet. The
Company is also developing methods that would allow consumers to make Internet
payments via an ATM/Debit card, for online trading of securities. In fiscal year
2003, the Company began to direct its activities towards the "trade" and
"barter" industry.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Twirlme.com, Inc., Legends Surfboards, Inc.
Omnibomb Corp, Kyrenia Acquisition, Corp. and Kryptosima Acquisition Corp. All
subsidiaries are currently non-operative. Significant intercompany transactions
have been eliminated.

Cash and Cash Equivalents
-------------------------

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Property and Equipment
----------------------

Property and equipment is stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets.

Long-Lived Assets
-----------------

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undiscounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

                                      F-8
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------

The Company has implemented the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires
that income tax accounts be computed using the liability method. Deferred taxes
are determined based upon the estimated future tax effects of differences
between the financial reporting and tax reporting bases of assets and
liabilities given the provisions of currently enacted tax laws.

Net Loss Per Common Share
-------------------------

The Company computes earnings per share under Financial Accounting Standard No.
128, "Earnings Per Share" (SFAS 128). Net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the year. Dilutive common
stock equivalents consist of shares issuable upon conversion of convertible
preferred shares and the exercise of the Company's stock options and warrants
(calculated using the treasury stock method). For the year ended June 30, 2003
and 2002, common stock equivalents are not considered in the calculation of the
weighted average number of common shares outstanding because they would be
anti-dilutive, thereby decreasing the net loss per common share.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Revenue Recognition
-------------------

The Company follows a policy of recognizing revenues as services are rendered.

Advertising
-----------

The Company follows a policy of charging the costs of advertising to expenses
incurred. For the years ended June 30, 2003 and 2002, advertising costs were
$1,729 and $3,775, respectively.

Research and Development
------------------------

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs.
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The expenditures on
research and product development for the years ended June 30, 2003 and 2002 are
$0 and $510,000, respectively.

                                      F-9
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Liquidity
---------

As shown in the accompanying financial statements, the Company incurred a net
loss of $4,613,910 during the year ended June 30, 2003 and $2,941,447 during the
year ended June 30, 2002. The Company's current liabilities exceeded its current
assets by $426,926 as of June 30, 2003.

Concentrations of Credit Risk
-----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company periodically reviews its
trade receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $0 at June 30, 2003 and 2002.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Stock Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended June 30, 2003 and will adopt
the interim disclosure provisions for its financial reports for the subsequent
periods. The Company has no employees stock based awards issued and outstanding
as of June 30, 2003.

                                      F-10
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

Segment Information
-------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

New Accounting Pronouncements
-----------------------------

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

                                      F-11
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (Continued)
-----------------------------------------

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.

NOTE B - ASSET IMPAIRMENT

The Company held a minority investment in Bethel Holdings, Inc. (formerly
QuadXSports.com, Inc.). During the year ended June 30, 2002, the Company
determined the fair market value of this asset was less than its carrying value
and that the decline in value was other than temporary. Accordingly, the
investment was written down to its fair market value to reflect that decline,
and losses of $5,600 was recognized and charged to operations during the year
ended June 30, 2002.

NOTE C - NOTES PAYABLE

Notes payable at June 30, 2003 and 2002 consists
of the following:

<TABLE>
<CAPTION>
                                                                   2003          2002
                                                                   ----          ----
<S>                                                             <C>           <C>
Note payable on demand; interest payable monthly
at 10% per annum beginning February 15, 2002; unsecured         $ 40,500      $ 45,000

Note payable on demand; interest payable monthly
at 10% per annum beginning February 15, 2002; unsecured           27,000        35,000
                                                                ---------     ---------
Total                                                           $ 67,500      $ 80,000
Less: current portion                                            (67,500)      (80,000)
                                                                ---------     ---------
                                                                $     --      $     --
                                                                =========     =========
</TABLE>

During the year ended June 30, 2003, the Company and noteholders reviewed the
promissory notes and mutually agreed that the total amount due is $67,500. The
Company accounted the reduction of $12,500 in notes payable as other income.

                                      F-12
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE D - CONVERTIBLE PROMISSORY NOTES PAYABLE

A summary of convertible promissory notes payable at June 30, 2003 and 2003 is
as follows:

<TABLE>
<CAPTION>
<S>                                                                 <C>          <C>
                                                                    2003         2002
                                                                    ----         ----

  Convertible notes payable, in quarterly installments
  of interest only at 12% per annum, unsecured and due
  May 14, 2004; Noteholder has the option to convert
  unpaid note principal together with accrued and
  unpaid interest to the Company's common stock at a
  rate of $.05 per share.                                         $ 30,000     $     --
                                                                  ---------    ---------

  Total                                                           $ 30,000     $     --

  Less: current portion                                            (30,000)          --
                                                                  ---------    ---------
                                                                  $     --     $     --
                                                                  ---------    ---------
NOTE E - ACCOUNTS PAYABLE AND ACCURED LAIBILITIES

Accounts payable and accrued liabilities at June 30, 2003 and 2002 are as
follows:

                                                                     2003         2002
                                                                     ----         ----

        Accounts payable                                          $ 224,503    $ 213,917
        Accrued interest                                             10,204        2,981
        Accrued liabilities in connection
        with litigation                                              55,000       55,000
                                                                  ----------   ----------
        Total                                                     $ 289,707    $ 271,898
                                                                  ==========   ==========
</TABLE>

NOTE F - CAPITAL STOCK

The Company has authorized 500,000,000 shares of common stock, with a par value
of $.0001 per share and 20,000,000 shares of preferred stock, with a par value
of $.0001 per share. The Company has 310,830,764 and 128,831,724 shares of
common stock issued and outstanding at June 30, 2003 and 2002, respectively. The
Company has no shares of preferred stock issued and outstanding at June 30, 2003
and 2002.

During the year ended June 30, 2002, the Company issued a total of 2,000,000
shares of its restricted common stock in private placement to sophisticated
investors in exchange for $103,500 net of costs and fees. The Company issued
42,079,610 shares of common stock to consultants for services rendered during
2002. The Company valued the shares issued at approximately $.05 per share,
which approximated the fair value of the shares issued during the periods the
services were rendered. Compensation costs of $ 2,376,370 was charged to income
during the year ended June 30, 2002 In addition, the Company issued 8,092,390
shares of common stock in exchange for $376,792 of debt previously due. The
Company also issued 20,000,000 shares to consultants in exchange for $510,000 of
product development services. The shares issued in connection with the product
development services were valued at the fair market value of the stock during
the period the services were rendered, which did not differ materially from the
value of the product development services rendered. The Company also issued
30,000,000 shares of restricted common stock to investors in exchange for
$300,000, evidenced by a promissory note due June 30, 2003.

                                      F-13
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE F - CAPITAL STOCK (CONTINUED)

During the year ended June 30, 2003, the Company issued a total of 3,600,000
shares of its common stock in private placement to sophisticated investors in
exchange for $117,000 net of costs and fees. The Company issued an aggregate of
138,036,585 shares of common stock to consultants for services in the amount of
$2,682,362. All valuations of common stock issued for services were based upon
the value of the services rendered, which did not differ materially from the
fair value of the Company's common stock during the period the services were
rendered. The Company issued an aggregate of 1,463,415 shares of common stock to
consultants for prepaid service fees in the amount of $21,138. The Company
issued 10,000,000 share sof common stock to a related party for prepaid service
fees of $33,000 (Note J). All valuations of common stock issued for prepaid
service fees were based upon the value of the services to be rendered, which did
not differ materially from the fair value of the Company's common stock during
the period the shares were issued. In addition, the Company issued an aggregate
of 2,899,040 shares of common stock in exchange for $86,971 of debt previously
due. The Company also issued 1,000,000 shares of restricted common stock to
investors in exchange for $66,000, evidenced by a promissory note due June 5,
2004.

In October 2002, the Company entered into an acquisition agreement ("Agreement")
to acquire Kryptosima LLC, a Georgia limited liability company ("Kryptosima") by
causing the Company's wholly-owned subsidiary, Kryptosima Acquisition Corp., to
exchange 50,000,000 shares of the Company's common stock for 100% of the
outstanding membership interests of Kryptosima. In January 2003, the Agreement
was rescinded by mutual agreement of both parties. The Company valued the
50,000,000 restricted shares at the fair market value of the Company's stock at
the time the shares were issued and acquisition costs of $1,500,000 was charged
to income during the year ended June 30, 2003.

In July and September 2002, the Company received $145,000 of proceeds from
common stock subscribed in June 2002. In January 2003, the investor returned a
total of 25,000,000 shares of common stock to the Company and the $155,000 of
unpaid principal amount of the promissory notes was canceled accordingly.

Share amounts presented in the consolidated balance sheets and consolidated
statements of stockholders' equity reflect the actual share amounts outstanding
for each period presented.

NOTE G - STOCK OPTIONS AND WARRANTS

Options
-------

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
consultants at June 30, 2003.

<TABLE>
<CAPTION>
                     Options Outstanding                                  Options Exercisable
                     -------------------                                  -------------------
                                         Weighted Average
                            Number       Contractual Life           Number              Weighted Average
   Exercise prices:       Outstanding         (Years)             Exercisable            Exercise Price
   ----------------       -----------         -------             -----------            --------------
<S>           <C>            <C>                 <C>                 <C>                     <C>
              $0.50          200,000             2.5                 200,000                 $0.50
              $1.00          200,000             2.5                 200,000                 $1.00
              -----          -------             ---                 -------                 -----
                             400,000             2.5                 400,000                 $0.75
                             -------             ---                 -------                 -----
</TABLE>

                                      F-14
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

Options (Continued)
-------------------

Transactions involving the Company's options issuance are summarized as follows:

                                                 Number        Weighted Average
                                                of shares       Exercise Price
                                                ---------       --------------

     Outstanding at June 30, 2001                2,000,000         $   2.00
                                                ===========        =========
     Granted                                     2,272,000             0.28
     Exercised                                  (1,872,000)            0.17
     Cancelled or Expired                       (2,000,000)            2.00
                                                -----------        ---------
     Outstanding at June 30, 2002                  400,000         $   0.75
                                                ===========        =========
     Granted                                            --               --
     Exercised                                          --               --
     Cancelled or Expired                               --               --
                                                -----------        ---------
     Outstanding at June 30, 2003                  400,000         $   0.75
                                                ===========        =========

Warrants
--------

Transactions involving the Company's warrants issuance are summarized as
follows:

                                                 Number        Weighted Average
                                                of shares       Exercise Price
                                                ---------       --------------

     Outstanding at June 30, 2001                       --         $     --
                                                ===========        =========
     Granted                                       100,000             0.20
     Exercised                                          --               --
     Cancelled or Expired                               --               --
                                                -----------        ---------
     Outstanding at June 30, 2002                  100,000         $   0.20
                                                ===========        =========
     Granted                                            --               --
     Exercised                                          --               --
     Cancelled or Expired                         (100,000)              --
                                                -----------        ---------
     Outstanding at June 30, 2003               $       --         $     --
                                                ===========        =========

The estimated value of the compensatory options and warrants granted to
non-employees in exchange for services for the year ended June 30, 2002 was
determined using the Black-Scholes pricing model and the following assumptions:
contractual term of 4.25 years, a risk free interest rate of 2.2%, a dividend
yield of 0% and volatility of 22%. The amount of the expense charged to
operations for compensatory option and warrants granted in exchange for services
was $0 for the years ended June 30, 2003 and 2002.

                                      F-15
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE H - INCOME TAXES

The Company has adopted Financial Accounting Standard number 109, which requires
the recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $12,600,000, which expires through 2023, subject to
limitations of Section 382 of the Internal Revenue Code, as amended. The
deferred tax asset related to the carry forward is approximately $4,310,000. The
Company has provided a valuation reserve against the full amount of the net
operating loss benefit, since in the opinion of management based upon the
earning history of the Company, it is more likely than not that the benefits
will not be realized.

Components of deferred tax assets as of June 30, 2003 are as follows:
          Non Current:
               Net operating loss carryforward       $ 4,310,000
               Valuation allowance                    (4,310,000)
                                                     ------------
               Net deferred tax asset                $        --
                                                     ------------

NOTE I - LOSSES PER COMMON SHARE

The following table presents the computation of basic and diluted loss per
share:

                                                        2003           2002
                                                        ----           ----
     Net loss available for common shareholders   $  (4,613,910)  $  (2,941,447)
     Basic and fully diluted loss per share       $       (0.02)  $       (0.06)
                                                  ==============  ==============
     Weighted average common shares outstanding     203,024,473      50,234,053

Net loss per share is based upon the weighted average of shares of common stock
outstanding.

NOTE J - RELATED PARTY TRANSACTIONS

The Company's officers and significant shareholders have advanced funds to the
Company for working capital purposes. The amount of the advances at June 30,
2003 and 2002 are $47,500 and $47,319, respectively. No formal agreements or
repayment terms exist.

In January 2003, the Company entered into a consulting agreement ("Agreement")
with BBX Services, Corp. ("BBX"), an entity controlled by the Company's
President. For the year ended June 30, 2003, the Company paid BBX $105,000 of
cash and 10 million shares of common stock in exchange for consulting services.

In June 2003, the Company entered into a consulting agreement ("Agreement") with
American IDC Corp. ("AIDC"), an entity controlled by the Company's President.
Pursuant to the Agreement, the Company issued 10 million shares of restricted
common stock to AIDC in exchange for consulting services over a six-month period
commencing July 1, 2003, valued at $33,000. The Company accounted for the shares
issued as prepaid consulting fees (Note F).

                                      F-16
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE K - COMMITMENTS AND CONTINGENCIES

Employment and Consulting Agreements
------------------------------------

The Company has consulting agreements with outside contractors, certain of whom
are also Company stockholders. The Agreements are generally for a term of 12
months from inception and renewable automatically from year to year unless
either the Company or Consultant terminates such engagement by written notice.

Litigation
----------

During the year ended June 30, 2003, Victor Nguyen filed a complaint against the
Company and its Chief Executive Officer in Los Angeles Superior Court. The
complaint alleges a breach of contract. The Company believes that it has
meritorious defenses to the plaintiff's claims and intends to defend itself
against the Plaintiff's claims.

The Company is subject to other legal proceedings and claims which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity.

NOTE L - GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the consolidated financial statements
during the years ended June 30, 2003 and 2002, the Company incurred losses from
operations of $4,613,910 and $2,941,447, respectively. These factors among
others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain profitable status and improve its liquidity through the
continued developing, marketing and selling of its products and additional
equity investment in the Company. The accompanying financial statements do not
include any adjustments that might result should the Company be unable to
continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

                                      F-17
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002

NOTE M - SUBSEQUENT EVENTS

On August 4, 2003, the Company entered into an Asset Purchase Agreement
("Purchase Agreement") with Crump Barter Systems, Inc. ("Crump"), whereby the
Company agreed to purchase all of the tangible and intangible property of Crump
in exchange for issuance of 10,000,000 shares of the Company's common stock, and
the sum of $110,000 cash or cash equivalent. The Company anticipates
consummating the acquisition in December 2003.

                                      F-18