<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

                        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)


                Suite 1, 1904 11th Street, Santa Monica, CA 90404
                    (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

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.

         X
    -----------
State issuer's revenues for its most recent fiscal year.      $142,990

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2001.     $971,284.82

Number of outstanding shares of the registrant's par value $0.0001 common stock,
as of June 30, 2001.       26,659,724

<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                                   FORM 10-KSB
                                      INDEX

                                                                            Page
                                                                            ----
                                     Part I

Item 1.    Business...........................................................3

Item 2.    Properties.........................................................8

Item 3.    Legal Proceedings..................................................8

Item 4.    Submission of Matters of a Vote of Security Holders................9

                                     Part II

Item 5.    Market for Registrant's Common Equity and Related Stockholder
           Matters............................................................9

Item 6.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................10

Item 7.    Financial Statements and Supplementary Data........................15

Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure................................15

                                    Part III

Item 9.    Directors and Executive Officers of the Registrant.................16

Item 10.   Executive Compensation.............................................17

Item 11.   Security Ownership of Certain Beneficial Owners and Management.....18

Item 12.   Certain Relationships and Related Transactions.....................19

                                     Part IV

Item 13.   Exhibits, Financial Statement Schedule and Reports on Form 8-K.....19

Signatures ...................................................................21

<PAGE>

                                     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. The Company 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 the Company'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.

(a)      General Description and Development of Business

HISTORY OF COMPANY

The Company 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.

The Company is transitioning from a development stage company to that of an
active growth and acquisition stage company. The Company seeks to engage in the
business of creating an international business to business (B2B) and wholesale
sourcing network. The Company's immediate focus is on 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.

On July 14, 2000, the Company purchased 100% of the assets of buynetplaza.com, a
Nevada corporation with offices in San Francisco, CA.

BUSINESS

CORPORATE OVERVIEW

The Company structure and major subsidiaries is as follows, with the
jurisdiction of incorporation of each subsidiary included in parentheses:

BENTLEY COMMUNICATIONS CORP.
(Florida, USA)

Twirlme.com Inc.
(100% owned)
(Nevada, USA)

                                       3
<PAGE>

Legends Surfboards Inc.
(100% owned)
(Nevada, USA)

Omnibomb Corp.
(100% owned)
(Nevada, USA)

Kyrenia Acq. Corp.
(100% owned)
(Nevada, USA)


The Company incorporated Legend Surfboards Inc. on May 19, 2000, and Omnibomb
Corp. on April 24, 2000, but to this date both corporations are non-operational.

GENERAL OPERATIONS

Bentley Communications Corp. is transitioning from a development stage company
to that of an active growth and acquisition stage company. The Company seeks to
engage in the business of creating an international business to business (B2B)
and wholesale sourcing network. The Company's immediate focus is on 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. The Company plans to develop products in-house that are technologically
unique or of an advanced nature, will seek to acquire Internet and
Communications service companies which are complementary and supplementary to
existing planned product offerings, and will seek to engage in partnership and
other agreements for product sourcing of business electronics and other
telecommunications products. The Company's long-term objective is to obtain
brand name recognition as the Internet's Unique Product Resource and a leader in
the development of Integrated B2B Internet Commerce.

THE INTERNET AND THE OPPORTUNITY

The Internet has rapidly emerged as a significant interactive medium for
worldwide communication, instant access to information and e-commerce.
International Data Corporation estimates that the number of Internet users
worldwide will increase from approximately 196 million at the end of 1999 to
more than 502 million by the end of 2003. The Company believes this rapid growth
is primarily attributable to the increasing number of personal computers in
homes and offices, technological advancements that provide easier, faster and
cheaper access to the Internet and the proliferation of products, content and
services available on the Internet at competitive prices.

The Company believes increasing numbers of customers will engage in e-commerce
as online retailers take advantage of the recent technological improvements
associated with the Internet that allow the integration of one-click buying,
intelligent product recommendations and near real-time customer service.
International Data Corporation estimates that the number of customers making
purchases on the Internet will grow from approximately 48 million in 1999 to
approximately 183 million in 2003. In addition, International Data Corporation
predicts the total value of goods and services purchased annually over the
Internet will increase from approximately $111.4 billion in 1999 to
approximately $1.3 trillion in 2003.

                                       4
<PAGE>

The Company believes that an Internet-based retailer/wholesaler will have
advantages over traditional retail channels. The Company believes that
traditional retail/wholesale channels do not have the capability to track
individual customer purchases and demographic data for use in direct marketing
programs and in developing a one-to-one relationship with the individual retail
or wholesale consumer.

The Company believes that it can maximize the awareness and traffic of its
E-commerce website through the use of strategic alliances with other websites
having high user traffic, the use of pop-up advertising as well as email
solicitation. Through the use of embedded hyperlinks, higher traffic websites
can refer potential customers to the Company's E-commerce website for potential
purchases of goods or services. These agreements generally involve economic
arrangements including up-front payments or commissions on the dollar volume of
goods sold. Pop-up advertising and email solicitation will provide an additional
source for generating customer traffic.

BUSINESS STRATEGY

The Company's strategy is to focus on the growth of Internet-based retailing and
wholesaling, and on providing unique, proprietary, and low cost, high quality,
business electronics and telecommunications products.

The Company plans to use its website as the main conduit in promoting,
distributing and selling its products, and to provide products that are not
widely available online in order to distinguish itself from other Internet
shopping websites. The Company plans to develop and acquire new and innovative
products on an ongoing basis in order to maintain a position as a resource for
unique products over the Internet.

The Company plans to acquire Internet and Communications service companies which
are complementary and supplementary to existing and future product offerings.

As the Company continues to broaden its product offerings, it also plans to
accept certain products on consignment on its website. The Company believes the
advantage to this will be to eliminate the need to acquire products for resale
and/or maintain high inventory carrying costs.

In the past 12 months, the Company has focused on establishing it's various
websites and on product sourcing and acquisitions.

On July 14, 2000, the Company purchased buynetplaza.com, an online shopping mall
from Nutek, a Nevada Company with offices in Huntington Beach, California. The
acquisition brought the Company an immediate inventory of branded technology
from Ubrandit.com consisting of books, music and videos.

On April 26, 2001, the Company announced its appointment as the official
organizing sponsor of the National Basketball Retired Players Association Annual
Convention. The Company was slated to open a joint office with the NBRPA in Las
Vegas in order to spearhead this venture in addition to other monthly celebrity
Golf Tournaments and other events. On May 25, 2001, however the details of the
sponsorship could not be satisfactorily agreed upon and the Company decided to
withdraw its sponsorship from these events.

                                       5
<PAGE>

On May 7, 2001, the Company announced it would be hosting the Tennessee State
University Hall of Fame Athletes website, www.EyesOfTheTiger.com. The website
will highlight the consolidation of the famous alumni in the Tennessee State
University athletic program. The Company will have a 50/50 profit split in all
E-commerce transactions through the website.

On May 14, 2001, the Company announced its intent to acquire Broadcast DVD, a
leading producer of advertising and E-commerce supported promotional and
corporate DVDs. Broadcast DVD has been recognized within the industry for its
web DVD expertise with speaking engagements and panel participation at Digital
Hollywood, DVD Entertainment and DVD-Pro.

The Company plans to continue to actively seek acquisitions and partnerships and
anticipates continued growth and diversification in product offerings for the
foreseeable future. The Company also plans to continue to increase its Internet
presence as it develops online marketing and advertising partnerships to drive
web traffic to it's buynetonline.com website.

ORDERING, FULFILLMENT AND CUSTOMER SERVICE

The Company has developed the working version of its E-commerce Internet
website, buynetonline.com that will serve as an interactive shopping, supply,
and gateway resource on the Internet. The Company has also purchased
buynetplaza.com as a fully functioning E-commerce internet website with an
existing customer base and hundreds of sourced products.

Wholesale business companies will be able to use the buynetonline.com gateway to
offer specific products, product lines or raw materials as well as closeouts or
discontinued items; either in a catalog or in an auction-type environment.
Individuals or companies with single products or barter goods will use a "Deals"
section if they so choose. The Company will charge a facilitation fee (based on
a percentage of the total transaction) for bringing together the business to
business buyer and seller and coordinating the transaction in a fiduciary
capacity.

The E-commerce site is designed to manage, track and process tens of thousands
of secure and encrypted credit card sales and transactions to wholesale and
retail buyers on a daily basis. The Company's ordering system is designed to be
easy to use and simple to understand. In order to maintain high customer
satisfaction and price competitiveness, the Company plans to place an emphasis
on reliable product fulfillment and high levels of customer service. At any time
during a visit to the Company's website, a customer will be able to click on the
"order now" button to place an item in his or her personal shopping basket. The
customer can continue to shop the website, adding chosen items to his or her
shopping basket. If not previously registered with the Company, a customer is
prompted to register at the time of purchase and to enter his or her name,
address and password. The customer then has the option of securely submitting
credit card information on-line or calling or faxing the information to the
Company's Service Department. By assigning a password to every buyer, the
Company's ordering process will facilitate repeat purchases by eliminating the
need to re-submit credit card and shipping information for subsequent orders.

The Company will provide multilingual customer service representatives that can
be reached through Internet telephone, with or without cameras, conventional
telephone, email and fax.

                                       6
<PAGE>

SALES AND MARKETING

The Company's overall sales and marketing strategy is designed to merchandise
telecommunications and related high-tech products sold through the Company's
website to end-consumers, wholesalers and retailers, to build brand awareness of
the Company's buynetonline.com website, attract repeat users and drive traffic
to the buynetonline.com website.

The Company intends to utilize a combination of external advertising and
promotion, internal promotion and product merchandising and on-line partnering
programs to accomplish these objectives.

COMPETITION

The market for Internet product and service providers is highly competitive and
rapidly changing. Since the Internet's commercialization in the early 1990s, the
number of websites on the Internet competing for consumers' attention and
spending has proliferated. With no substantial barriers to entry, the Company
expects that competition will continue to intensify. With respect to competing
for consumers' attention, in addition to the increasing competition from
Internet product and service providers, the Company also faces competition from
traditional retailers and wholesalers of telecommunications and technologically
unique products.

The Company believes that the primary competitive factors in the online market
include brand recognition, price, product selection, ease of use, customer
service, available content and value added services. The Company believes that
its success in this market will rely upon its ability to meet these standards.
Other factors that will affect the Company's success include the Company's
ability to attract experienced marketing, sales and management talent.

While the Company believes it can differentiate itself from its current and
potential competitors by offering products and services that are either unique
in nature or equivalent, but significantly less expensive than those currently
marketed by other companies, the Company also recognizes that many of its
current competitors will have longer operating histories, significantly greater
financial, technical and marketing resources, greater name recognition and
larger existing customer bases than the Company. These competitors may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements and to devote greater resources to the development, promotion and
sale of their products or services than the Company. There can be no assurance
that the Company will be able to compete successfully against current or future
competitors.

EMPLOYEES

As of June 30, 2001, the Company has no employees but has retained the
management services of outside consultants for administration and other general
office management duties.

                                       7
<PAGE>

ITEM 2.  PROPERTIES

The Company currently maintains its corporate headquarters at Suite 1, 1904 11th
Street, Santa Monica, California 90404. The Company's corporate headquarters
consists of 700 square feet. Under a consulting and management agreement, the
Company pays Omni Shortfilm Distribution Ltd. $5,000 per month which includes
lease payments and management and consulting fees. The Company believes this
arrangement will be adequate for its current requirements.

As of June 30, 2001 The Registrant had the following tangible assets.

(a)  Real Estate                            None

(b)  Furniture, Equipment, and
     Leasehold improvements                 $2,497


ITEM 3.  LEGAL PROCEEDINGS

In the ordinary course of business, the Company may be involved in legal
proceedings from time to time. As of the date hereof, the only material legal
proceeding commenced by or against the Company consists of the following:

In February 2000, Har Adir, LLC filed a complaint against the Company and it's
Chief Executive Officer in Los Angeles Superior Court, County of Los Angeles,
California. The complaint alleged breach of contract and sought payment for
damages in the amount of $2,000,000, plus costs and fees. During the course of
the litigation, the Complaint, as amended, was subject to a motion for dismissal
and the case is currently awaiting the Court's signature on the judgment of
dismissal. On the Company's Cross-Complaint, pursuant to mediation, the case has
been resolved pursuant to a Stipulated Judgment for $25,000 plus other
considerations Once the judgment on the dismissal of the Complaint, as amended,
has become final, the Company as well as the President intend to file a
malicious prosecution action against Har Adir's legal counsel. The Company
believes that the outcome of the litigation will not in any event have a
material adverse effect on the Company' consolidated financial position or
results of operations.

In May 2000, Access America Financial Corp. filed a complaint against the
Company in the Circuit Court Dade County, Florida. The complaint alleges breach
of contract and seeks payment for damages of $ 450,000 in treble damages, costs
and attorneys fees. The Company believes that it has meritorious defenses to the
Plaintiff's claims and intends to vigorously defend itself against the
complaint. The Company believes that the outcome of the litigation will not in
any event have a material adverse effect on the Company' consolidated financial
position or results of operations. The case is scheduled to trial in January
2002.

In September 2000, a former employee filed a complaint against the Company and
its President in Los Angeles Superior Court, County of Los Angeles, California.
The complaint alleged wrongful termination and sexual harassment. The case was
settled in July 2001, in favor of the Plaintiff in the amount of $55,000, which
is to be paid to the Plaintiff and her attorney by October 2001.

The Company is also 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 will not have material adverse effect on its financial position, results
of operations or liquidity.

                                       8
<PAGE>


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

On March 26, 2001, the registrant held its annual meeting of stockholders. All
director nominees were elected and all proposals submitted for stockholder vote
were approved. The voting results are as follows:

Proposal 1.       Election Of Directors

Nominee           Votes For           Votes Abstained

Gordon F. Lee     17,377,104          363,331

Proposal 2.       Ratification of Appointment of Stefanou & Company, LLP as
                  Independent Auditor for 2001

                  Votes For           Votes Abstained           Votes Against

                  17,377,174          336,526                   26,735


                                     Part II

ITEM 5.  MARKET FOR REGISRANT'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 market for the Company's shares has been sporadic and
at times very limited.

The following table sets forth high and low bid quotations of the Company's
common stock for the fiscal years ended June 30, 2001 and 2000 as follows:

                                            Bid

                                            2001
                                            High              Low
First Quarter                               1.1875            0.6875
Second Quarter                              0.69              0.08
Third Quarter                               0.39              0.085
Fourth Quarter                              0.20              0.055

                                            2000
                                            High              Low
First Quarter                               5.90              0.56
Second Quarter                              0.89              0.52
Third Quarter                               0.68              0.95
Fourth Quarter                              0.89              0.81

                                       9
<PAGE>

(b) As of June 30, 2001, the Company had approximately 649 shareholders of
record of the common stock

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


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

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. The Company 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 the Company'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 accompanying notes included in this Form 10-KSB.

General
-------

The Company currently engages in the business of creating an international
business to business (B2B) and wholesale sourcing network. The Company's
immediate focus is on E-commerce based retail and wholesale sales and
distribution for consumer and industrial product oriented non-US based
companies, initially in Asia and the Pacific Rim.

The Company has recognized in the past fiscal year the slowdown of the
E-commerce industry and of internet related retail sales in general. While the
Company still believes its current business plan can bring profitability, it has
begun to look at acquisitions in other internet related businesses, including
online casino gaming.

Subsequent to the period covered by this report, the Company has engaged in
negotiations with Online Gaming, Ltd. and intends to shift its business focus
from B2B product sourcing to casino gaming via the Internet.

Revenues
--------

For the year ended June 30, 2001, revenues from continuing operations, which are
comprised exclusively of web hosting and consulting fees, was $142,990 as
compared to revenues of $17,691 during the year ended June 30, 2000. The Company
reported a net loss from operations before income taxes of $1,545,390 in 2001
compared to a net loss of $3,371,221 in 2000.

                                       10
<PAGE>

Costs and Expenses
------------------

The Company's expenses from operations for the year ended June 30, 2000
decreased $1,700,532 to $1,688,380 from $3,388,912 during the same period in
2000. Selling, general and administrative expenses decreased $1,913,436 to
$1,466,604 in 2001 from $3,380,040 in 2000. The decrease is due to a downturn in
the economy and the subsequent necessary reorganization and down-sizing of the
Company. In addition, the Company incurred costs of $357,650 associated with the
value of common stock issued to employees and consultants for services rendered
during the year ended June 30, 2001.

As the Company transitions from a development stage to an operating company, the
Company has incurred significant operating deficits, which have decreased the
Company's working capital. Company management believes this trend will have a
material impact on the Company'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.

Depreciation and amortization expense for 2001 was $31,059, an increase of
$22,187 from $8,872 in 2000. The increase in depreciation expense is as a result
of the acquisition of office and related equipment during the year ended June
30, 2001.

Liquidity and Capital Resources
-------------------------------

As of June 30, 2001, the Company had a working capital deficit of $830,702
compared to a deficit of $136,117 at June 30, 2000, an increase in the deficit
of $694,585. The decrease in working capital was substantially due to the
Company's losses from operations. In addition, the Company experienced an
increase in accounts payable and accrued expenses of $381,591 at June 30, 2001
as compared to June 30, 2000.

While the Company 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. The Company is seeking financing in the form of equity
and debt for working capital. There are no assurances the Company will be
successful in raising the funds required.

The Company has borrowed funds from significant shareholders of the Company in
the past to satisfy certain obligations and anticipates continuing to borrow
funds to meet future working capital requirements.

The Company generated a cash flow deficit from operations of $186,994 for the
year ended June 30, 2001. Cash flow deficits from operating activities for the
year ended June 30, 2001 is primarily attributable to the Company's net loss
from operations of $1,545,390 adjusted for depreciation and amortization of
$31,059, and common stock issued for services of $357,650.

No cash flows were used in investing activities during the year ended June 30,
2001.

                                       11
<PAGE>

Cash flow provided from financing activities was $154,885 during the year ended
June 30, 2001. The source of financing in 2001 was from proceeds from related
parties advances, whose funds were utilized for working capital.

The effect of inflation on the Company's revenue and operating results was not
significant. The Company's operations are in the southeastern United States and
there are no seasonal aspects that would have a material effect on the Company's
financial condition or results of operations.

The Company's independent certified public accountants have stated in their
report on the Company's June 30, 2001 financial statements that the Company is
experiencing difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations, which raises substantial doubt about its
ability to continue as a going concern.

Recent Accounting Pronouncements
--------------------------------

The Company adopted Statement of Financial Accounting Standards No. 132,
Employers' Disclosures about Pension and Other Post Employment Benefits ("SFAS
132") in the year ended June 30, 2000. SFAS 132 establishes disclosure
requirements regarding pension and post employment obligations. SFAS 132 does
not effect the Company as of June 30, 2000.

In March 1998, Statement of Position No. 98-1 was issued, which specifies the
appropriate accounting for costs incurred to develop or obtain computer software
for internal use. The new pronouncement provides guidance on which costs should
be capitalized, and over what period such costs should be amortized and what
disclosures should be made regarding such costs. This pronouncement is effective
for fiscal years beginning after December 15, 1998, but earlier application is
acceptable. Previously capitalized costs will not be adjusted. The Company
believes that it is already in substantial compliance with the accounting
requirements as set forth in this new pronouncement, and therefore believes that
adoption will not have a material effect on financial condition or operating
results.

The Company adopted Statement of Financial Standards No. 133, Accounting for
Derivative Instruments and for Hedging Activities ("SFAS No. 133") in the year
ended June 30, 2000. SFAS No. 133 requires that certain derivative instruments
be recognized in balance sheets at fair value and for changes in fair value to
be recognized in operations. Additional guidance is also provided to determine
when hedge accounting treatment is appropriate whereby hedging gains and losses
are offset by losses and gains related directly to the hedged item. SFAS No.
133's impact on the Company's consolidated financial statements is not expected
to be material as the Company has not historically used derivative and hedge
instruments.

In December, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (" SAB 101"), Revenue Recognition in Financial
Statements, which will become effective December 31, 2000. The Company does not
expect the standard to have a material effect on its results.

In March 2000, the Financial Accounting Standards Board issued interpretation
No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25". FIN 44 clarifies the
application of APB No. 25 for (a) the definition of employee for purposes of
applying APB No. 25, (b) the criteria for determining whether a plan qualifies
as a noncompensatory plan, (c) the accounting consequences of various
modifications to previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 2, 2000 but certain conclusions cover specific events that
occur after either December 15, 1998 or January 12, 2000. The adoption of FIN 44
did not have an affect on the Company's financial statements but may impact the
accounting for grants or awards in future periods

                                       12
<PAGE>

In June, 2000, Statement of Position No. 00-2, Accounting for Producers or
Distributors of Films, was issued, which replaces SFAS no. 53, Financial
Reporting by Producers and Distributors of Motion Picture Films. The accounting
standard establishes new accounting standards for producers and distributors of
films, including changes in revenue recognition and accounting for advertising,
development and overhead costs. This pronouncement is effective for fiscal years
beginning after December 15, 2000, but earlier application is acceptable. The
Company believes that it is already in substantial compliance with the
accounting requirements as set forth in this new pronouncement, and therefore
believes that adoption will not have a material effect on financial condition or
operating results.


RISKS AND UNCERTAINTIES

The Company 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 the Company 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 the Company's stock.

LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINTY OF FUTURE RESULTS.

Bentley Communications Corp. has only a limited operating history upon which an
evaluation of the Company and its prospects can be based. The Company's
prospects must be evaluated with a view to the risks encountered by a company in
an early stage of development, particularly in light of the uncertainties
relating to the new and evolving distribution methods with which the Company
intends to operate and the acceptance of the Company's business model. The
Company will be incurring costs to develop, introduce and enhance its
interactive website, 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, the Company's business, results of operations and
financial condition will be materially adversely affected. There can be no
assurance that the Company will be able to generate sufficient revenues from the
sale of their products. The Company expects negative cash flow from operations
to continue for the next eight quarters as it continues to develop and market
its business. If cash generated by operations is insufficient to satisfy the
Company's liquidity requirements, the Company 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 the Company's stockholders.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

The Company's quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, most of which are outside the
Company's control, including: the level of use of the Internet; the demand for
high-tech goods; seasonal trends in both Internet use, purchases of electronics,
and advertising placements; the addition or loss of advertisers; the level of
traffic on the Company's Internet sites; the amount and timing of capital

                                       13
<PAGE>

expenditures and other costs relating to the expansion of the Company's Internet
operations; the introduction of new sites and services by the Company or its
competitors; price competition or pricing changes in the industry; technical
difficulties or system downtime; general economic conditions, and economic
conditions specific to the Internet and Internet media. The Company's quarterly
results may also be significantly impacted by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at the Company's early stage of development, such accounting treatment can have
a material impact on the results for any quarter. Due to the foregoing factors,
among others, it is likely that the Company's operating results will fall below
the expectations of the Company or investors in some future quarter.

LIMITED PUBLIC MARKET, POSSIBLE VOLATILITY OF SHARE PRICE.

The Company's Common Stock is currently quoted on the NASD OTC Bulletin Board
under the ticker symbol BTLY. As of June 30, 2001, there were approximately
26,659,724 shares of Common Stock outstanding, of which approximately 8,433,544
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 the Company 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 volatility of the Company's stock
price.

UNCERTAIN ACCEPTANCE AND MAINTENANCE OF THE COMPANY'S BRAND NAME.

The Company believes that establishing and maintaining the Company's
buynetonline.com E-commerce website brand name is a critical aspect of its
efforts to attract and expand its Internet audience and that the importance of
brand name recognition will increase due to the growing number of Internet sites
and the relatively low barriers to entry in providing Internet content. If the
Company is unable to provide high quality content or otherwise fails to promote
and maintain its brand, or if the Company incurs excessive expenses in an
attempt to improve its content or promote and maintain its brand, the Company's
business, results of operations, and financial condition will be materially
adversely affected.

MANAGEMENT OF GROWTH

The Company expects to experience significant growth in the number of employees
and the scope of its operations. In particular, the Company intends to 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. The Company 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, the Company expects to experience continued
difficulty in filling its needs for qualified sales, engineering, and other
personnel.

                                       14
<PAGE>

The Company's future success will be highly dependent upon its ability to
successfully manage the expansion of its operations. The Company'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. The
Company's expansion and the resulting growth in the number of its employees has
resulted in increased responsibility for both existing and new management
personnel. The Company is in the process of establishing and upgrading its
financial accounting and procedures. There can be no assurance that the Company
will be able to identify, attract, and retain experienced accounting and
financial personnel. The Company'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. There can be no assurance that the
Company will 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
the Company's business, results of operations, and financial condition.

The Company's future success depends upon its ability to address potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant strain
on the Company's management and operational resources. If the Company is unable
to manage its expenses effectively, the Company's business, results of
operations, and financial condition will be materially adversely affected.

RISKS ASSOCIATED WITH ACQUISITIONS.

As part of its business strategy, the Company expects to acquire assets and
businesses relating to or complementary to its operations. These acquisitions by
the Company will involve risks commonly encountered in acquisitions of
companies. These risks include, among other things, the following: the Company
may be exposed to unknown liabilities of the acquired companies; the Company may
incur acquisition costs and expenses higher than it anticipated; fluctuations in
the Company's quarterly and annual operating results may occur due to the costs
and expenses of acquiring and integrating new businesses or technologies; the
Company may experience difficulties and expenses in assimilating the operations
and personnel of the acquired businesses; the Company's ongoing business may be
disrupted and its management's time and attention diverted; the Company 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 19 through 36.


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

There has been no disagreement between the Company and its accountants, Stefanou
& Company, LLP on matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

                                       15
<PAGE>

                                    Part III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

a) The following table furnishes the information concerning the Company's
directors and officers as of June 30, 2001. 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              50               President                   Annual


On October 16, 2000, Victor Nguyen resigned as President of the Company and
Gordon F. Lee was appointed President.

The following table sets forth the portion of their time the Officers and
Directors devote to the Company:

Gordon F. Lee                50%

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

                                       16
<PAGE>

Gordon F. Lee, age 50, has been the CEO of the Company since October, 2000. 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 off 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.

(e) Directors Compensation

Directors who are also officers of the Registrant receive no cash compensation
for services as a director. The Company may grant options to directors under the
Company's Stock Incentive Plan.


ITEM 10. EXECUTIVE COMPENSATION

Section 16(a) of the Securities Exchange Act of 1934, as amended (The "Exchange
Act"), requires the Registrant's officers and directors, and persons who own
more than 10% of a 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 to Registrant with copies of all Section 16(a)
forms that they file.

Some of the officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company'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.


EXECUTIVE COMPENSATION

(a) Cash Compensation.

Compensation paid by the Company for all services provided up to June 30, 2001
(1) to each of its executive officers and (2) to all officers as a group.

                                       17
<PAGE>

<TABLE>
                                 SUMMARY COMPENSATION TABLE OF EXECUTIVES
<CAPTION>

                           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              2001     240,000     120,000  48,204               $0               0
President and Director
</TABLE>

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


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a) Beneficial owners of five percent (5%) or greater, of the Company's common
stock: No preferred stock is outstanding at the date of this offering. The
following sets forth information with respect to ownership by holders of more
than five percent (5%) of the Registrant's common stock known by the Registrant
based upon 26,659,724 shares outstanding at June 30, 2001.

<TABLE>
<CAPTION>
Title of          Name and Address of                Amount of Beneficial       Percent
Class             Beneficial Owner                   Interest                   of Class
<S>               <C>                                <C>                         <C>

Common            Giovanni Rondoni                   2,666,667                   10.0%
                  Viavittorio #87A-64
                  Terni 8046 Italy

Common            Glen Bagwell                       1,888,888                    7.1%
                  Suite 204 - 3005 Anderson Dr.
                  Raleigh, NC  27609
</TABLE>


b) The following sets forth information with respect to the Company's common
stock beneficially owned by each Officer and Director, and by all Directors and
Officers as a group, at June 30, 2001.

<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                       9,500,000                 35.6%
                  Suite 1, 1904 11th Street
                  Santa Monica, CA  90404

Total as a group                                      9,500,000                 35.6%
</TABLE>

                                       18
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


                                     Part IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a) Financial Statements and Schedules. The following financial statements and
schedules for the Company as of June 30, 2001 are filed as part of this report.

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


Year ended June 30, 2001
                                                                         Page

Cover Page................................................................F-1

Index to Financial Statements.............................................F-2

Independent Auditor's Report for year ended June 30, 2001.................F-3

Consolidated Balance Sheet at end of June 30, 2001 and 2000...............F-4

Consolidated Statement of Losses at for the two years ended
  June 30, 2001 and 2000..................................................F-5

Consolidated Statement of Deficiency Stockholders' Equity for the
  two years ended June 30, 2001 and 2000..................................F-6

Consolidated Statement of Cash Flows for the two years ended
  June 30, 2001 and 2000..................................................F-7

Notes to the Consolidated Financial Statements..........................F-8-F-17

                                       19
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                             JUNE 30, 2001 AND 2000



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


                          BENTLEY COMMUNICATIONS CORP.


                                      F-1
<PAGE>


                           BENTLEY COMMUNICATIONS, INC

Index to Financial Statements
-----------------------------

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


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

Consolidated Balance Sheet at June 30, 2001 and 2000                     F-4

Consolidated Statement of Losses for the Two Years
  ended June 30, 2001 and 2000                                           F-5

Consolidated Statement of Deficiency in Stockholders' Equity
  for the Two Years ended June 30, 2001 and 2000                         F-6

Consolidated Statement of Cash Flows for the Two Years
  ended June 30, 2001 and 2000                                           F-7

Notes Consolidated Financial Statements                                F-8-F-17


                                      F-2
<PAGE>

                             STEFANOU & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

                                1360 Beverly Road
                                    Suite 305
                              McLean, VA 22101-3621
                                  703-448-9200
                               703-448-3515 (fax)
                                                                Philadelphia, PA
--------------------------------------------------------------------------------


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


Board of Directors
Bentley Communications Corp.
Santa Monica, CA


         We have audited the accompanying consolidated balance sheets of Bentley
Communications Corp. and subsidiaries as of June 30, 2001 and 2000 and the
related consolidated statements of losses, 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 audits 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 financial statements referred to above present
fairly, in all material respects, the financial position of Bentley
Communications Corp. and subsidiaries as of June 30, 2001 and 2000, 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/  STEFANOU & COMPANY, LLP
                                                   ----------------------------
                                                   Stefanou & Company, LLP
                                                   Certified Public Accountants


McLean, Virginia
October 1, 2001

                                      F-3
<PAGE>

<TABLE>
                                BENTLEY COMMUNICATIONS CORP.
                                 CONSOLIDATED BALANCE SHEET
                                   JUNE 30, 2001 AND 2000
<CAPTION>

                                           ASSETS
                                           ------

                                                                     2001           2000
                                                                 ------------   ------------
<S>                                                              <C>            <C>
CURRENT ASSETS:
         Cash and equivalent                                     $         -    $       822
                                                                 ------------   ------------
                  Total current assets                                     -            822

PROPERTY AND EQUIPMENT-AT COST:
            Furniture, equipment and leasehold improvements            3,500        158,845
            Less accumulated depreciation                              1,003          8,972
                                                                 ------------   ------------
                   Net property and equipment                          2,497        149,873

OTHER ASSETS
              Deposits                                                     -          8,000
              Investment, at cost (Note C)                             5,600         80,000
              Advances to related parties (Note I)                         -         38,379
                                                                 ------------   ------------
                   Total other assets                                  5,600        126,379

                                                                 $     8,097    $   277,074
                                                                 ============   ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY
                            ------------------------------------

CURRENT LIABILITIES:
          Cash disbursed in excess of available funds            $    31,287    $         -
          Unearned Revenue                                           126,000              -
         Accounts payable and accrued expenses                       503,730        122,139
         Due to Related Parties  (Note I)                            169,685         14,800
                                                                 ------------   ------------
                  Total current liabilities                          830,702        136,939


STOCKHOLDERS' EQUITY (DEFICIENCY)  (NOTE D):

PREFERRED STOCK, PAR VALUE $.0001 PER SHARE;
20,000,000 SHARES AUTHORIZED; NONE ISSUED AT
JUNE 30, 2001 OR JUNE 30, 2000                                             -              -

COMMON STOCK, PAR VALUE $.0001 PER SHARE;
80,000,000 SHARES AUTHORIZED; 26,659,724 ISSUED
AT JUNE 30, 2001 AND 16,770,836 ISSUED AT JUNE 30, 2000               26,660         16,771

ADDITIONAL PAID IN CAPITAL                                         4,228,490      3,655,729
ACCUMULATED DEFICIT                                               (5,077,755)    (3,532,365)
                                                                 ------------   ------------
                  TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)           (822,605)       140,135
                                                                 ------------   ------------

                                                                 $     8,097    $   277,074
                                                                 ============   ============

                 See accompanying notes to consolidated financial statements

                                            F-4
</TABLE>
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                        CONSOLIDATED STATEMENT OF LOSSES
                 FOR THE TWO YEARS ENDED JUNE 30, 2001 AND 2000


                                                       2001            2000
                                                  -------------   -------------


Revenues:
    Web hosting and management fees               $    142,990    $     17,691
                                                  -------------   -------------
        Total revenue                                  142,990          17,691


Cost and expenses:
     General and administrative                      1,466,604       3,380,040
     Loss on disposal of equipment                     116,317               -
     Impairment loss                                    74,400               -
     Depreciation and amortization                      31,059           8,872
                                                  -------------   -------------
                                                     1,688,380       3,388,912
                                                  -------------   -------------


Operating loss                                      (1,545,390)     (3,371,221)

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


Net loss                                          $ (1,545,390)   $ ( 3,371,221)
                                                  =============   =============

Loss per common share
  (basic and assuming dilution)                   $      (0.06)   $      (0.39)
                                                  =============   =============

Weighted average common shares outstanding
      (Note H)                                      25,014,656       8,655,178

           See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>

<TABLE>
                                          BENTLEY COMMUNICATIONS CORP.
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 FOR THE TWO YEARS ENDED JUNE 30, 2001 AND 2000
<CAPTION>

                                                                   ADDITIONAL
                                     COMMON          STOCK          PAID-IN-      ACCUMULATED
                                     SHARES          AMOUNT         CAPITAL         DEFICIT            TOTAL
                                  ------------    ------------    ------------    ------------     ------------
<S>                                <C>            <C>             <C>             <C>              <C>
Balance at June 30, 1999            6,172,500     $     6,173     $    69,327     $  (161,144)     $   (85,644)
Shares issued to consultants
  and employees in exchange
  for services                      3,940,000           3,940       1,778,060               -        1,782,000
Sale of stock issued pursuant
  to private placement,
  net of costs                      3,825,003           3,825       1,311,175               -        1,315,000
Shares issued I exchange for
  convertible debt                  2,833,333           2,833         497,167               -          500,000
Net loss                                    -               -               -      (3,371,221)      (3,371,221)
                                  ------------    ------------    ------------    ------------     ------------

Balance at June 30, 2000           16,770,836          16,771       3,655,729      (3,532,365)         140,135
Shares issued to consultants
  in exchange for services          7,900,000           7,900         349,750               -          357,650
Shares issued in connection
  with the acquisition of
  assets in September 2000            100,000             100          71,900               -           72,000
Shares issued in exchange
  for debt                          1,888,888           1,889         151,111               -          153,000
Net Loss                                    -               -               -      (1,545,390)      (1,545,390)
                                  ------------    ------------    ------------    ------------     ------------

Balance at June 30, 2001           26,659,724     $    26,660     $ 4,228,490     $(5,077,755)     $  (822,605)
                                  ============    ============    ============    ============     ============

                          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, 2001 AND 2000
<CAPTION>

                                                                    2001               2000
                                                                ------------       ------------
<S>                                                             <C>                <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss for the year                                  $(1,545,390)       $(3,371,221)
         Adjustments to reconcile net earnings to net
           cash used for operating activities:
             Common stock issued in connection for                  357,650          1,782,000
               services rendered
             Common stock issued in exchange for debt               153,000                  -
             Common stock issued in exchange for assets
               expensed in current year                              72,000                  -
             Depreciation and amortization                           31,059              8,872
             Loss on disposal of fixed assets                       116,317                  -
             (Increase) decrease in:
               Marketable securities                                 74,400            (80,000)
               Prepaid and other                                     46,379            (45,379)
             Increase (decrease) in:
               Accounts payable and accrued expenses, net           381,591             46,363
               Unearned Revenue                                     126,000                  -
                                                                ------------       ------------

         NET CASH USED BY OPERATING ACTIVITIES                     (186,994)        (1,659,365)

CASH FLOWS USED IN INVESTING ACTIVITIES:
         Capital expenditures, net of disposals                           -           (158,345)
                                                                ------------       ------------
         NET CASH USED IN INVESTING ACTIVITIES                            -           (158,345)

CASH FLOWS USED IN FINANCING ACTIVITIES:
         Proceeds from sale of common stock, net of costs                 -          1,315,000
         Proceeds from convertible debt                                   -            500,000
         Proceeds from related parties advances                     154,885                  -
                                                                ------------       ------------
         NET CASH, PROVIDED (USED) IN FINANCING ACTIVITIES          154,885          1,815,000
         Net (decrease) increase in cash and equivalents            (32,109)            (2,710)
Cash and equivalents at beginning of period                             822              3,532
                                                                ------------       ------------
CASH AND EQUIVALENTS (OVERDRAFT) AT END OF PERIOD               $   (31,287)       $       822
                                                                ============       ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest                        $         -        $         -
Cash paid during the period for taxes                                     -                  -
Common stock issued in exchange for debt                            153,000                  -
Common stock issued for services                                    357,650          1,782,000
Acquisition:
         Assets acquired                                             72,000        $    80,001
         Accumulated deficit                                              -                  -
         Liabilities assumed                                              -                  -
         Common stock issued                                        (72,000)                 -
                                                                ------------       ------------

         Net cash paid for acquisition                          $         -        $    80,001
                                                                ============       ============

                  See accompanying notes to consolidated financial statements

                                              F-7
</TABLE>
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


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

On March 8, 2000, Bentley Communications Corp., a Florida corporation,
hereinafter referred to as "Bentley" or "Company", acquired, Kyrenia Acquisition
Corp. ("Kyrenia"), an inactive publicly held shell corporation with no
significant assets or operations through a reverse acquisition. As a result of
the acquisition, there was a change in control of the public entity. The Company
has transitioned from a development stage enterprise in prior years to an
operating enterprise during the year ended June 30, 2000.

The Company engages in the business of creating an international business to
business (B2B) and wholesale sourcing network. The Company's immediate focus is
on E-commerce based retail and wholesale sales and distribution for consumer and
industrial product oriented non-US based companies, initially in Asia and the
Pacific Rim.

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

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, 2001 and 2000, advertising costs were $
11,743 and $ 6,856, respectively.

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

For financial statement purposes, property and equipment are depreciated using
the straight-line method over their estimated useful lives (three years for
computer equipment and five years for furniture, fixtures and equipment). The
straight-line method of depreciation is also used for tax purposes.

Marketable Securities
---------------------

Marketable securities consisted primarily of corporate equity securities. The
Company's marketable securities were considered to be "available for sale" and
accordingly, were carried on the balance sheet at fair market value, which
approximated cost. For the period ended June 30, 2001, it was determined that an
other than temporary decline in value occurred and the decrease in value was
recognized.

Goodwill
--------

Goodwill is recorded at the excess of the purchase price over the fair market
value of the underlining assets purchased. The resulting cost of the goodwill
will be amortized on a straight-line basis over its estimated economic life of
three years. If it became probable the projected future undiscounted cash flows
of the acquired assets were less than the carrying value of the goodwill, the
Company would recognize an impairment loss in accordance with the provisions of
Statements of Financial Standards No. 121.

                                      F-8
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Standards
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the consolidated statements of operations
in the period that includes the enactment date.

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.

Impairment of Long-Lived Assets
-------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 121
(SFAS 121). 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. SFAS 121 also requires assets to be disposed of
be reported at the lower of the carrying amount or the fair value less costs to
sell.

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.

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

Company-sponsored research and development costs related to both present and
future products are expended in the period incurred. Total expenditures on
research and product development for the years ended June 30, 2001 and 2000 were
$ 0 and $ 77,500, respectively.

Fair Value of Financial Instruments
-----------------------------------

The carrying values of cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses approximate fair value due to the relatively short
maturity of these instruments.

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 trade 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's customers are concentrated
primarily in the state of California and it periodically reviews its trade
receivables in determining its allowance for doubtful accounts. The allowances
for doubtful accounts were $ 0 at June 30, 2001 and 2000, respectively.

                                      F-9
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

STOCK BASED COMPENSATION

The Company accounts for stock transactions in accordance with APB Opinion 25,
"Accounting for Stock Issued to Employees." In accordance with statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation," the Company has adopted the proforma disclosure requirements.

Liquidity
---------

As shown in the accompanying financial statements, the Company incurred a net
loss of $ 1,545,390 during the year ended June 30, 2001 and $ 3,371,221 during
the year ended June 30, 2000. The Company's current liabilities exceeded its
current assets by $ 830,702 as of June 30, 2001.

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

The Company does not have any items of comprehensive income in any of the
periods presented.

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

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS 131")
in the year ended June 30, 1999. SAFAS 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
-----------------------------

The Company adopted Statement of Financial Accounting Standards No. 132,
Employers' Disclosures about Pension and Other Post Employment Benefits ("SFAS
132") in the year ended June 30, 2000. SFAS 132 establishes disclosure
requirements regarding pension and post employment obligations. SFAS 132 does
not affect the Company as of June 30, 2000.

In March 1998, Statement of Position No. 98-1 was issued, which specifies the
appropriate accounting for costs incurred to develop or obtain computer software
for internal use. The new pronouncement provides guidance on which costs should
be capitalized, and over what period such costs should be amortized and what
disclosures should be made regarding such costs. This pronouncement is effective
for fiscal years beginning after December 15, 1998, but earlier application is
acceptable. Previously capitalized costs will not be adjusted. The Company
believes that it is already in substantial compliance with the accounting
requirements as set forth in this new pronouncement, and therefore believes that
adoption will not have a material effect on financial condition or operating
results.

The Company adopted Statement of Financial Standards No. 133, Accounting for
Derivative Instruments and for Hedging Activities ("SFAS 133") in the year ended
June 30, 2000. SFAS 133 requires that certain derivative instruments be
recognized in balance sheets at fair value and for changes in fair value to be
recognized in operations. Additional guidance is also provided to determine when
hedge accounting treatment is appropriate whereby hedging gains and losses are
offset by losses and gains related directly to the hedged item. SFAS 133's
impact on the Company's consolidated financial statements is not expected to be
material, as the Company has not historically used derivative and hedge
instruments.

                                      F-10
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (" SAB 101"), Revenue Recognition in Financial Statements,
which will become effective December 31, 2000. The Company does not expect the
standard to have a material effect on its results.

In March 2000, the Financial Accounting Standards Board issued interpretation
No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25". FIN 44 clarifies the
application of APB No. 25 for (a) the definition of employee for purposes of
applying APB No. 25, (b) the criteria for determining whether a plan qualifies
as a noncompensatory plan, (c) the accounting consequences of various
modifications to previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 2, 2000 but certain conclusions cover specific events that
occur after either December 15, 1998 or January 12, 2000. The adoption of FIN 44
did not have an affect on the Company's financial statements but may impact the
accounting for grants or awards in future periods

In June, 2000, Statement of Position No. 00-2, Accounting for Producers or
Distributors of Films, was issued, which replaces SFAS no. 53, Financial
Reporting by Producers and Distributors of Motion Picture Films. The accounting
standard establishes new accounting standards for producers and distributors of
films, including changes in revenue recognition and accounting for advertising,
development and overhead costs. This pronouncement is effective for fiscal years
beginning after December 15, 2000, but earlier application is acceptable. The
Company believes that it is already in substantial compliance with the
accounting requirements as set forth in this new pronouncement, and therefore
believes that adoption will not have a material effect on financial condition or
operating results.

NOTE B - ACQUISITIONS

On March 8, 2000, the Company acquired, in exchange for 10,000 shares of the
Company's common stock valued at $7,500 and cash consideration of $ 225,000,
Kyrenia Acquisition Corp. ("Kyrenia"), an inactive publicly held shell
corporation with no significant assets or operations through a reverse
acquisition. As a result of the acquisition, there was a change in control of
the public entity.

The acquisition was accounted for using the purchase method of accounting. The
total purchase price and carrying value of the net assets acquired of Kyrenia
was $1. The net assets acquired were as follows:

                   Net assets                       $  1
                   Accumulated deficit                 -
                   Net liabilities                     -
                                                    -----
                                                    $  1

As Kyrenia was an inactive corporation with no significant operations, Bentley
recorded the carryover historical basis of net tangible assets acquired, which
did not differ materially from their fair value. The results of operations
subsequent to the date of acquisition are included in Bentley's consolidated
statement of losses.

In accordance with Statement of Position 98-5, the Company expensed, as
organization costs, the year ended June 30, 2000, $ 232,500, which represents
the excess of the purchase price of Kyrenia over the net assets acquired. In
accordance with APB Opinion 16, the consolidated financial statements include
the accounts of Bentley as the acquiring entity and Kyrenia as the wholly owned
subsidiary. Significant intercompany transactions have been eliminated in
consolidation.

                                      F-11
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE B - ACQUISITIONS (CONTINUED)

In April 2000, the Company acquired in exchange for $ 80,000 the assets of
Twirlme.com, an e-commerce business development website in a transaction
accounted for using the purchase method of accounting. The total purchase price
and carrying value of the net assets acquired of Twirlme.com were as follows:

          Office equipment and computers                             $  27,500
          Website and related software                                  52,500
          Liabilities assumed                                                -
                                                                     ----------
                                                                     $  80,000
                                                                     ==========

The Company has recorded the carryover basis of the net assets acquired, which
did not differ martially from their fair value. The operating results of the
business have been included in the Company's consolidated financial statements
since the date of purchase. The Company expensed in 2000 $52,500 which
represents the cost of the website and related software.

NOTE C - INVESTMENTS

The Company holds an investment in the stock of Bethel Holdings, Inc. (formerly
QuadXSports.com, Inc.), which was recorded at its historical cost of $ 80,000.
During the year ended June 30, 2001, the Company determined the fair market
value of this investment 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 of $5,600 to reflect that decline and a loss of $74,400
was recognized and charged to operations during the year ended June 30, 2001.

NOTE D - CAPITAL STOCK

The Company was incorporated under the laws of the state of Florida in February
1992 under the name of Fogilstone Development, Inc. In January 1997, the Company
changed its name to Premier Mining Ventures, Inc. In February 1998, the Company
was renamed Pure Air Technology, Inc. In February 1999, the Company changed its
name to Startek.com, Inc. In November 1999, the Company was renamed Bentley
Communications Corp.

In December 1998, the Company's shareholders approved a one- (1) share for
twenty- (20) share reverse stock split. The accompanying financial statements
have been restated to give effect for the reverse split.

The Company has authorized 80,000,000 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 26,659,724 shares of common stock and no
shares of preferred stock outstanding at June 30, 2001.

In 1999, the Company issued a total of 5,532,503 shares of common stock in
private placements and exempt offerings to sophisticated investors, primarily in
the United States and Canada, in exchange for $ 285,000, net of costs and fees.

In 1999, the Company issued 640,000 shares of common stock to a consultant for
services rendered on behalf of the Company. The shares issued to the consultants
and employees were based upon the value of the services rendered or the fair
value of the Company's common stock during the period the services were
rendered.

                                      F-12
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE D - CAPITAL STOCK  (CONTINUED)

During the year ended June 30, 2000, the Company issued a total of 3,940,000
shares of common stock in private placements and exempt offerings to
sophisticated investors, primarily in the United States and Canada, in exchange
for $ 1,782,000, net of costs and fees.

During the year ended June 30, 2000, the Company issued 2,833,333 shares of
common stock in exchange for $ 500,000 of convertible debt previously advanced
to the Company.

During the year ended June 30, 2000, the Company issued 3,825,000 shares of
common stock to consultants and employees in exchange for services rendered to
the Company. The shares issued were valued at $1,782,000, which represents the
fair value of the stock issued, which did differ materially from the value of
the services received.

On March 8, 2000 the Company completed an acquisition of Kyrenia Acquisition
Corp. (Kyrenia), a Delaware corporation with no material operations (see Note
B). In connection with the acquisition, the Company agreed to issue 10,000
shares of its common stock.

During the year ended June 30, 2001, the Company issued 7,900,000 shares of
common stock to non-employees in exchange for consulting and financial advisory
services rendered to the Company. The shares issued were valued at $357,650,
which represents the fair value of the stock issued, which did differ materially
from the value of the services received.

During the year ended June 30, 2001, the Company issued 100,000 shares of stock
in connection with the acquisition of the assets of an internet service company.
The shares issued were valued at $ 72,000, which represents the fair value of
the stock issued, which did differ materially from the value of the assets
acquired. Subsequent to the acquisition, the Company determined there would be
no cash flows derived from a previously acquired assets and, accordingly, the
Company recognized an asset impairment loss of $72,000, the carrying value of
the asset, as of June 30, 2001.

During the year ended June 30, 2001, the Company issued 1,888,888 shares of
common stock in exchange for $153,000 debts previously incurred by the Company.
The Company valued the shares issued at $ .08 per share , which approximated the
fair value of the shares at the dates of issuance.

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

                                      F-13
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE E - 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 $ 5,043,756, which expires through 2021, subject to
limitations of Section 382 of the Internal Revenue Code, as amended. The
deferred tax asset related to the carry forward is approximately $ 1,500,000.
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 be realized. Components of deferred tax assets as of June 30, 2001 are as
follows:

Non-Current:
              Net operating loss carry forward   $ 1,500,000
              Valuation allowance                 (1,500,000)
                                                 ------------
              Net deferred tax asset             $         -
                                                 ============

NOTE F - MAJOR CUSTOMERS

Revenue from three (3) major customers approximated $ 142,990 or 100% of sales
for the year ended June 30, 2001 and $17,691 in 2000.

NOTE G - COMMITMENTS AND CONTINGENCIES

Lease Commitments
-----------------

The Company leases office space on a month-to-month basis in Los Angeles,
California and Vancouver British Columbia for its corporate offices. Rental
expense for the years ended June 30, 2001 and 2000 were $ 39,747 and $ 78,919,
respectively. The Company vacated its office space in May 2001 and could incur a
liability for the remaining term of the lease estimated at about $27,600.

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

The Company has an employment agreement with the Company's President . In
addition to salary and benefit provisions, the agreement includes defined
commitments should the employee terminate the employment with or without cause.
The agreement is for the period from January 1, 2000 through December 31, 2001.

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.

                                      F-14
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE G - COMMITMENTS AND CONTINGENCIES (CONTINUED)

License Agreement
-----------------

In March 2000, the Company entered into a non-exclusive license agreement with
the owners of certain feature length films to market and distribute the films
utilizing the Internet. As consideration the Company paid an advanced royalty of
$ 40,000, which was charged to operations. The license agreement expires June 1,
2010.

Litigation
----------

In February 2000, Har Adir, LLC filed a complaint against the Company and it's
Chief Executive Officer in Los Angeles Superior Court, County of Los Angeles,
California. The complaint alleged breach of contract and sought payment for
damages in the amount of $2,000,000, plus costs and fees. During the course of
the litigation, the Complaint, as amended, was subject to a motion for dismissal
and the case is currently awaiting the Court's signature on the judgment of
dismissal. On the Company's Cross-Complaint, pursuant to mediation, the case has
been resolved pursuant to a Stipulated Judgment for $25,000 plus other
considerations Once the judgment on the dismissal of the Complaint, as amended,
has become final, the Company as well as the President intend to file a
malicious prosecution action against Har Adir's legal counsel. The Company
believes that the outcome of the litigation will not in any event have a
material adverse effect on the Company' consolidated financial position or
results of operations.

In May 2000, Access America Financial Corp. filed a complaint against the
Company in the Circuit Court Dade County, Florida. The complaint alleges breach
of contract and seeks payment for damages of $ 450,000 in treble damages, costs
and attorneys fees. The Company believes that it has meritorious defenses to the
Plaintiff's claims and intends to vigorously defend itself against the
complaint. The Company believes that the outcome of the litigation will not in
any event have a material adverse effect on the Company' consolidated financial
position or results of operations. The case is scheduled for trial in January
2002.

In September 2000, a former employee filed a complaint against the Company and
its President in Los Angeles Superior Court, County of Los Angeles, California.
The complaint alleged wrongful termination and sexual harassment. The case was
settled in July 2001, in favor of the Plaintiff in the amount of $55,000, which
is to be paid to the Plaintiff and her attorney by October 2001.

The Company is also 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 will not have a material adverse effect on its financial position,
results of operations or liquidity.

NOTE H - LOSSES PER COMMON SHARE

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

                                                         2001           2000
                                                         ----           ----
     Net loss available for common shareholders     $ (1,545,390)   $(3,371,221)
     Basic and fully diluted loss per share         $     ( 0.06)   $     (0.39)
                                                    =============   ============
     Weighted average common shares outstanding       25,014,656      8,655,178


Net loss per share is based upon the weighted average of shares of common stock
outstanding. In December 1998, a one (1) for twenty (20) reverse stock split of
the Company's common stock was effected (See Note D). Accordingly, all
historical weighted average share and per share amounts have been restated to
reflect the reverse stock split.

                                      F-15
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE I - RELATED PARTY TRANSACTIONS

The Company's officers, significant shareholders and entities controlled by
members of the family of the Company's President have periodically advanced
funds to the Company for working capital purposes. The amount of the advances at
June 30, 2001 and 2000 are $ 164,685 and $ 14,800, respectively. No formal
agreements or repayment terms exist.

The Company has periodically advanced funds to an entity that is controlled by
the President of the Company. The advances to the entity as of June 30, 2001 and
2000, were $ -0- and $ 38,379, respectively. No formal agreements or repayment
terms exist.

During the year ended June 30, 2001 the Company rendered management services to
an entity whose President is also the Company's President. Revenues recognized
from these services were $226,000, of which $126,000 has been deferred at June
30, 2001.

During the year ended June 30, 2001, a significant shareholder and advisor to
the Company advanced $5,000 to the Company in the form of a non-interest bearing
demand note.

NOTE J - STOCK OPTIONS AND WARRANTS

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to key
employees of the Company.

<TABLE>
<CAPTION>
                                        Number                           Number of
                                       of shares    Exercise Price   Shares Exercisable
                                       ---------    --------------   ------------------
<S>                                    <C>           <C>                     <C>
Outstanding at June 30, 1999                   -     $        -                    -
                                                                          ===========
Granted                                2,000,000           2.00                    -
Exercised-                                     -              -                    -
Cancelled                                      -              -                    -
                                      -----------    -----------                   -
Outstanding at June 30, 2000           2,000,000           2.00                    -
                                      ===========    ===========          ===========
Granted                                        -              -              500,000
Exercised                                      -              -                    -
Cancelled                                      -              -                    -
                                      -----------    -----------          -----------
Outstanding at June 30, 2001           2,000,000     $     2.00              500,000
                                      ===========                         ===========
</TABLE>

For disclosure purposes the fair value of each stock option grant is estimated
on the date of the grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used for stock options granted during the
years ended June 30, 2001 and 2000, respectively: annual dividends of $0.00 for
both years, expected volatility of 50%, risk free interest rate of 6.0% an
expected life of two years for all grants. The weighted-average fair values of
the stock options granted during the years ended June 30, 2001 and 2000 were
$.06 and $.03, respectively.

If the Company recognized compensation cost for the employee stock option plan
in accordance with SFAS No. 123, the Company's pro forma net loss and net loss
per share would have been $ (1,545,390) and $ (0.06) in 2001 and $(3,371,221)
and $(0.39) in 2000, respectively.

                                      F-16
<PAGE>

                          BENTLEY COMMUNICATIONS CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


NOTE K - SUBSEQUENT EVENTS

Subsequent to the date of the Company's financial statements, the Company's
Board of Directors adopted a 2001 Non-Qualified Stock Plan ("Plan"). The Plan is
intended to allow the Company to pay non-employee Directors and consultants
shares of the Company's common stock for the services provided to the Company.
The Plan provides for the reservation of 7,000,000 shares of the Company's
common stock for issuance upon the exercise of the options granted under the
Plan. The number of shares of common stock reserved for the grant of options and
the number of shares granted under the Plan are subject to adjustment to give
effect to any stock splits, dividends, or other relevant changes in
capitalization of the Company. The exercise price for such options shall be
between $.20 and $1.00 per share, expiring in December 2005 and vest at the date
of the award.

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 financial statements during the
years ended June 30, 2001 and 2000, the Company incurred losses from operations
of $1,545,390 and $3,371,221, 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 it's liquidity problems. Management
anticipates the Company will attain profitable status and improve it 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>

         (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-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

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

3.1 (a)           Articles of Incorporation of the Registrant

3.2 (a)           By-laws of the Registrant

10.1 (b)          Agreement dated July 14, 2000, between Bentley Communications
                  Corp. and Nutek Inc. regarding the purchase of BuyNetPlaza

10.2 (b)          Agreement in Principal dated August 4, 2000, between Bentley
                  Communications Corp. and GenWorld Company Ltd. of Taiwan.

10.3 (b)          Agreement dated August 24, 2000, between Bentley
                  Communications Corp. and Athletic Role Model Educational
                  Institute.

10.4 (b)          Letter of Intent dated September 7, 2000, between Bentley
                  Communications Corp. and Gen Ni Trading Co., Limited.

10.5 (b)          Letter of Intent dated September 14, 2000, between Bentley
                  Communications Corp. and Flynn Robinson.

10.6 (b)          Letter of Intend dated September 15, 2000, between Bentley
                  Communications Corp. and Spencer Haywood.

10.7 (b)          Agreement in Principal dated September 28, 2000, between
                  Bentley Communications Corp. and Dragon Apparel International
                  Co.

10.8 (c)          License Agreement between the Company and Omni Short Film
                  Distribution dated February 27, 2001.

99.1              April 11, 2001 Press Release: Bentley Communications Secures
                  $10,000,000 Commitment in Staged Equity Funding

                                       20
<PAGE>

99.2              April 26, 2001 Press Release: Bentley to Host NBA Players
                  China Tournament, Annual Convention in the Bahamas and Several
                  Celebrity Pro Golf Tournaments

99.3              May 7, 2001 Press Release: Bentley to Host Tennessee State
                  University Hall of Fame Athletes Website

99.4              May 14, 2001 Press Release: Bentley to Acquire Cutting Edge
                  DVD Leader - BroadcastDVD.

99.5              May 25, 2001 Press Release: Bentley Withdraws from NBRPA
                  Sponsorship

99.6              June 1, 2001 Press Release: Bentley to Reposition Itself with
                  Broadcast DVD Deal.

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

(a)      Previously filed as an exhibit to the Company's Form 10-QSB dated June
         1, 2000

(b)      Previously filed as an exhibit to the Company's Form 10-QSB dated
         November 9, 2000

(c)      Previously filed as an exhibit to the Company's Form 10-QSB dated May
         15, 2001

b)       Reports on Form 8-K

During the 12 months ended June 30, 2001, there have been no current reports on
Form 8-K filed by the Company.


SIGNATURES

Pursuant to the requirements of 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 15, 2001                   BENTLEY COMMUNICATIONS CORP.

                                            By:  /s/ Gordon F. Lee
                                            ------------------------------------
                                            Gordon F. Lee
                                            President

Pursuant to the requirements of 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                   President                  October 15, 2001
---------------------------
Gordon F. Lee

                                       21