<PAGE>

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

                                   FORM 10-KSB
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                FOR JUNE 30, 2004

                        Commission file number: 000-27347

                          BENTLEY COMMERCE CORP.
                          ----------------------------
           (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)

                            9040 TOWN CENTER PARKWAY
                               BRADENTON, FL 34202
                               -------------------
                    (Address of principal executive offices)

 Issuer's telephone number, including area code: (941) 552-5669

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

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

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

State issuer's revenues for its most recent fiscal year. $305,346.

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 15, 2004. $1,887,471.73

Number of outstanding shares of the registrant's par value $.0001 common stock,
as of October 15, 2004. 592,225,111






<PAGE>

                          BENTLEY COMMERCE CORPORATION
                                   FORM 10-KSB
                                      INDEX

                                     Part I
                                                                            Page
Item 1.  Business.......................................................      2

Item 2.  Description of Property........................................      8

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

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

                                     Part II

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

Item 6.  Management's Discussion and Analysis...........................     11

Item 7.  Financial Statements and Supplementary Data....................     19

Item 8.  Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure................     20

Item 8A.  Controls and Procedures.......................................     20

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and
                  Control Persons; Compliance with Section 16(a)
                  of the Exchange Act...................................     20

Item 10. Executive Compensation.........................................     22

Item 11. Security Ownership of Certain Beneficial Owners
                  and Management........................................     23

Item 12. Certain Relationships and Related Transactions.................     23

Item 13. Exhibits and Reports on Form 8-K...............................     23

Item 14. Principal Account fees and services............................     25

Signatures..............................................................     25




                                       1

<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. Bentley Commerce Corporation expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Bentley's
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based. This discussion should be read
together with the financial statements and other financial information included
in this Form 10-KSB.

HISTORY OF COMPANY

Bentley Communications Corp. was incorporated under the laws of the State of
Florida on February 28, 1992 under the name Fogilstone Development, Inc. On
January 28, 1997, the company changed its name to Premier Mining Ventures, Inc.
On February 28, 1998, the company changed its name to Pure Air Technology. On
February 22, 1999, the company changed its name to Startek.com, Inc. On November
29, 1999, the company changed its name to Bentley Communications Corp. On
January 12, 2004, the company changed its name to Bentley Commerce
Corporation to reflect its aspiration to become the emerging leader in the
online and point of sale barter and trade industry.

On July 14, 2000, Bentley purchased 100% of the assets of twirlme.com, Inc., a
Nevada corporation, with offices in San Francisco, CA for $80,000. Bentley's
initial operations focused on creating an international business-to-business
(B2B) and wholesale sourcing network. This included e-commerce based retail and
wholesale sales and distribution for consumer and industrial product oriented
non-U.S. based companies, initially in Asia and the Pacific Rim. In connection
with these operations, the company created buynetonline.com, an interactive
shopping, supply, and gateway resource on the Internet and purchased
buynetplaza.com, a fully functioning E-commerce internet website with an
existing customer base and hundreds of sourced products. These operations were
abandoned in 2001.

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

Bentley has historically focused on alternative financial transactions and
ecommerce services. During fiscal 2003 it began to direct its activities towards
the "trade" and "barter" industry. It believed this to be excellent opportunity
in an underserved industry. It felt that is could develop, acquire or apply
proprietary systems to enable barter exchanges, and the companies that barter
through them, access around the clock to a user-friendly, worldwide,
Internet-based network of trade exchanges - tailored to their needs. With this
in mind, Bentley began to develop and implement a plan to become the global
leader in the fast growing trade and barter industry, with a goal to become to
become the online market maker for the barter industry -- a neutral intermediary
that brings together fragmented multiple groups of buyers and sellers online.

BUSINESS

CORPORATE OVERVIEW

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

BENTLEY COMMERCE CORPORATION
(Florida, USA)


                                       2

<PAGE>

BENTLEY CRUMP BARTER NETWORK, INC.
(100% OWNED)
(NEVADA, USA)

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

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

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

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

At June 30, 2004 all but the Bentley Crump Barter Network subsidiaries were
non-operational.

GENERAL OPERATIONS

BUSINESS STRATEGY

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

BUSINESS MODEL

With its VirtualBarter software, and proprietary trade exchange management
systems, Bentley intends to serve as a clearinghouse for barter trades for
Fortune 500 trading partners, scores of existing and new retail barter exchanges
that serve companies of all sizes, corporate barter companies that serve large
multi-national corporations, trade associations and their member companies,
chambers of commerce and their member companies and media, hospitality and
travel companies. The exchanges and barter companies that utilize Bentley's
services bring their members and clients with them. This enables Bentley to grow
more rapidly than if it had to enroll individual companies as members.

Aggregating barter companies is fundamental to Bentley's strategy because it
provides the maximum amount of inventory and trading partners in the shortest
time, at the least amount of acquisition cost. By providing a full range of
services to intermediaries, such as independent barter companies and exchanges,
this offers them the incentives to bring their members and clients with them.
These member clients and firms of the intermediaries are the companies that
actually trade online in a global trade marketplace branded with each exchanges
logo and content, which is powered by Bentley's VirtualBarter systems.

Within a few years, Bentley expects to add consumers, initially as buyers only,
to build a larger sales channel for the inventory that exchange members and
corporate barter companies wish to sell. Bentley has issued a co-branded
TradeCard (debit card) to facilitate purchases and sales between companies that
are not in the same trade exchange, but whose exchange is a member of Bentley's
Global Trade Alliance network. In the future, Bentley plans to issue a
co-branded credit card to consumers to facilitate additional sales for
participating businesses in exchanges in its Global Trade Alliance.

THE INDUSTRY

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

                                       3

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

The industry is composed of three sectors:

1. RETAIL BARTER serves small to mid-sized business owners, who are members of
local trade exchanges through which they conduct barter transactions. Trade
exchanges act as third-party record-keepers with the same fiduciary
responsibilities as banks and securities brokers. They are typically not a
principal in the transaction and earn revenue by charging a cash fee on
transactions.

2. CORPORATE TRADE involves a corporate barter company that as a principal in
the transaction purchases underperforming assets, typically inventories or
excess capacity, for trade credits from large client companies. They fulfill the
spending of the trade credits by negotiating contracts on behalf of the clients
for products or services requested by the clients and they enable the clients to
use the trade credits with cash to reduce the amount of cash required for the
purchase.

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

MARKET SIZE

The International Reciprocal Trade Association estimates that just in the U.S.,
over 470,000 companies actively participate in barter for a total of over $12
billion in annual sales. Over 65% of the corporations listed on the New York
Stock Exchange are presently using barter to reduce surplus inventory, bolster
sales and ensure that production facilities run at near capacity. The U.S.
Department of Commerce estimates that 20 to 25% of world trade is now barter,
and corporate barter is already a growing $45 billion worldwide industry.

MARKETING PLAN

At the outset, Bentley is targeting the (1) retail and (2) corporate trade
sectors to benefit both trade exchanges and their trading partners in addition
to companies with under-performing assets, excess capacity or production. It
developed its online proprietary global trade marketplace and barter exchange
management software with an integrated payment system. For retail barter sector,
Bentley is affiliating with trade exchanges that can use its trading platform to
provide new efficiencies to their business and its members. For corporate trade,
it launched a corporate trade division though a strategic alliance with
Intertrade Capital Group, an established international trade finance and
corporate barter company. In addition, Bentley seeks to partner with trade
associations, specialized business publishers and other organizations with a
large member base, to provide them with a private labeled barter exchange,
managed by Bentley, for the members of their industry or organization to trade
through, as well as to trade with members of all the exchanges on Bentley's
global network.

COMPETITION

Three types of competition exist: cash-based sales outlets for surplus
inventory, both online and off, barter companies both online and off and online
software companies. All could also be potential alliances with Bentley since it
can provide them with new efficiencies, improved customer service, more trade
opportunities, and a new distribution channel and marketplace to reach potential
buyers worldwide. Few, if any, competitors are believed to aggregate barter
companies in the same way that Bentley does and compete directly with the scope
of services in Bentley's business model.

o        CASH-BASED SALES OUTLETS FOR SURPLUS INVENTORY - Cash-based sales
         outlets for surplus inventory represent an alternative to Bentley,
         including emerging online market makers for specific industrial markets
         and auctions, both online and off. Bentley offers advantages over
         auctions by preserving brand integrity and delivering full dollar value
         to sellers. Bentley could offer a new market of buyers to sellers in an
         auction who are willing to accept trade as payment instead of cash.


                                       4

<PAGE>

o        BARTER COMPANIES - Several online barter companies are known to be in
         various stages of formation. Insufficient comprehensive information is
         available about them to make any analysis. However, all are believed to
         be barter companies, rather than offering Bentley's market maker and
         enabling services. For this reason, they may represent potential
         affiliates. Bentley expects to offer great advantages over traditional
         barter companies through aggregated inventories, a common global trade
         currency, automated processes, and an escrow system that makes all
         transactions more reliable and secure.

o        ONLINE SOFTWARE COMPANIES - Several online software companies are known
         to exist which may provide exchanges with similar services or some of
         the software enabling capability that Bentley provides. Insufficient
         comprehensive information is available about them to make any analysis
         but it is believed that few, if any, of these companies provide the
         scope, quality and processing capability of software and services that
         are provide by Bentley and none is believed to provide corporate trade
         transaction capabilities to trade exchanges.

COMPETITIVE ADVANTAGE

Management believes that being the first to market comprehensive integrated
services, ramping up quickly, offering a superior viewer experience, locking in
key local trade exchanges, corporate barter companies and participating buyers
and sellers, and deploying proprietary online software and point-or-purchase
transaction capability may give Bentley a sustainable competitive advantage to
achieve and hold a market leadership position.

REVENUE

Bentley's business model contemplates 14 potential revenue streams:

o        Trading (transaction) fees on all trades executed or cleared through
         its affiliates' websites and barter exchanges. (1 stream)

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

o        Revenue share from Bentley managed private label co-branded barter
         marketplaces, such as with trade associations, or online or offline
         specialized business publications. (1 stream)

o        Sales of education and distributive materials to individuals and
         companies that want to have their own barter exchange, powered by
         Bentley's VirtualBarter software and exchange management system. (1
         stream)

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

o        Revenue from remarketing of assets obtained in corporate barter. (1
         stream)

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

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

o        Revenue from special events, seminars and meetings that teach the
         benefits of barter to businesses, or education fees from individuals
         and organizations that want to establish and operate a trade exchange
         business. (2 streams)

Bentley began to implement its current business plan January 1, 2004. There are
no assurances that any of these revenue streams may prove to be viable.

EMPLOYEES

As of June 30, 2004, Bentley had no employee and retained the management
services of outside consultants for operations, administration, marketing and
general office management duties.


                                       5

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OTHER MATTERS

Over the last year, Bentley has spent approximately $220,000 on development to
advance the development of the VirtualBarter integrated trade exchange
management system and software platform it licensed exclusively for North
America in addition to development of its proprietary swipe card and IVR
processing network and account information system.

AGREEMENTS WITH SERVICE PROVIDERS

Bentley concluded all its business with American IDC Corp., whereby American IDC
Corp. provided programming, website development, design and hosting services for
its barter websites. Bentley issued 10,000,000 of restricted common stock to
American IDC in exchange for these services. Robert Schumacher, now an officer
and director of Bentley, was an officer of American IDC; and Gordon Lee, a
former officer and director of Bentley is also an officer, the sole director and
a controlling shareholder of American IDC Corp.

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

On October 26, 2003, Bentley entered into a software license agreement with
Intertrade Capital Group, Ltd. for its VirtualBarter 3.0 trade marketplace and
trade exchange management software and its BarterPro corporate trade transaction
management software. Bentley issued a total of 5,000,000 shares of restricted
common stock to Bruce Kamm and Melinda Houser in exchange for the software
licenses. Bruce Kamm, the CEO of Bentley Commerce is the sole director and
controlling shareholder of Intertrade Capital Group, Ltd.

On February 20, 2004, Bentley entered into an exclusive agency agreement with
Intertrade Capital Group, Ltd. to develop and manage its broker network and to
facilitate and manage its corporate trade business, related transactions and to
provide Bentley clients access to its commercial and industrial buying
consortium. Bruce Kamm, the CEO of Bentley Commerce is the sole director and
controlling shareholder of Intertrade Capital Group, Ltd.

On February 1, 2004 Bentley Commerce entered into an agreement with Jaron
Rubenstein to provide ongoing enhancements to Bentley's software technology by
adding newly required features and functionality needed for specialty exchanges
and groups. Compensation paid in cash or common stock varies depending on the
amount of work required.

APPOINTMENT OF ROBERT SCHUMACHER, PRESIDENT AND COO

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

RESIGNATION OF GORDON F. LEE

Effective June 28, 2004, director Gordon F. Lee resigned as a director and
officer of Bentley. In connection therewith, the parties reached a Confidential
Settlement and Release Agreement.

The Board of Directors of Bentley has voting control over all shares legally
and beneficially owned by Gordon Lee.


                                       6

<PAGE>

TERMINATION OF AGREEMENT WITH BARTERCARD USA & FNIN

In January 2003, Bentley had begun the process to acquire Bartercard USA, which
holds the American licensing rights for Bartercard International, and an
associated company, First National Information Network ("FNIN"), specializing in
the identification and marketing of financial sales leads through telemarketing.
However, as Bentley progressed through the due diligence process, it felt that
these acquisitions were not consistent with its business plan, which is focused
on a state-of-the-art global trade marketplace with trade exchanges providing
its technologies to the members that trade through the exchanges, rather than
"brick and mortar" businesses emphasized by Bartercard International and
Bartercard USA. Moreover, Bentley felt FNIN's business of generating leads
through outbound telemarketing calls might be severely impacted by the Federal
"do-not-call" registry that went into effect in 2003. A mutual agreement
terminated the acquisition discussions on July 11, 2003.

ACQUISITION OF CRUMP BARTER NETWORK

On August 29, 2003, Bentley entered into an exclusive license for the Crump
Barter Systems, Inc. business methods, rather than acquire it through an asset
purchase as originally planned. This enabled Bentley to expedite setting up a
wholly owned barter and trade network subsidiary, managed by Joe Crump.

Because difficulties arouse in adequately quantifying certain aspects of the
barter business with GAAP (Generally Accepted Accounting Principles), the two
parties decided to cancel the asset purchase agreement and move rapidly forward
to license the business methods of Crump Barter.

STRATEGIC ALLIANCE WITH INTERTRADE CAPITAL GROUP

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

On February 20, 2004, Bentley entered into an exclusive agency agreement with
Intertrade Capital Group, Ltd. to develop and manage its broker network and to
facilitate and manage its corporate trade business, related transactions and to
provide Bentley clients access to its commercial and industrial buying
consortium.

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

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

APPOINTMENT OF BRUCE KAMM, CEO

On February 1, 2004, Bentley appointed Bruce Kamm, a highly Regarded Barter and
Trade Industry Executive, as its CEO, and on February 19, 2004, elected him to
its board. He is the developer of VirtualBarter software that enables exchanges
and their members to manage, merchandise and market their products and services
in an online barter marketplace to an integrated worldwide network of trade
exchanges. It has made global online trading possible since January 2000. He is
also the founder and CEO of Intertrade Capital Group, a global alliance
organization that enables barter, trade, countertrade, asset management and
alternative capital and financial transactions to greatly expand liquidity and
bottom line profitability. At Intertrade he engineered numerous alternative
finance and corporate trade transactions for many of America's foremost
companies.


                                       7

<PAGE>

Previously, Mr. Kamm established an ITEX office in New York City, which in less
than one year became ITEX'S largest and most successful exchange and facilitated
the highest amount of trade volume and revenues of any ITEX office for seven
consecutive years, culminating in over $16 million in annual trade volume in
1999.

In addition, Mr. Kamm founded TradeBanc, at the time, the first and only
Internet based transactional trade banking system that enabled barter
transactions, trade finance and asset auctions between small, medium and large
national and international companies on a global basis. He was co-founder of
UNITE, the global trade network of barter and trade exchanges. Mr. Kamm also
founded and managed a real estate development company that specialized in using
trade and offset as a component in many of its real estate and construction
transactions.

ACQUISITION OF HOSPITALITY EXCHANGE

On February 23, 2004, Bentley entered into a joint venture with The Hospitality
Exchange, a business concept, that developed an extensive network of business
and vacation travel properties that trade accommodations with each other, to
provide the Bentley Hospitality Exchange, an Internet based barter exchange for
hotels, motels, and bed & breakfasts that will enable them to trade online in an
ecommerce marketplace for the products and services they need to run and manage
their properties. April 28, 2004, Bentley acquired 100% of The Hospitality
Exchange.

As consideration for the acquisition, Bentley issued to Gasper 2,000,000 shares
of its restricted common stock and assumed The Hospitality Exchange's trade
credit liabilities.

ITEM 2.  DESCRIPTION OF PROPERTY

Effective June 28, 2004, Bentley relocated its corporate headquarters to 9040
Town Center Parkway Bradenton, FL 34202. The company's corporate address
consists of an executive location for receipt of correspondence and business
functions on an as needed basis. Bentley believes this arrangement will be
adequate for its current requirements.

As of June 30, 2004, Bentley had the following tangible assets.

(a) Real Estate                         None

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

ITEM 3.  LEGAL PROCEEDINGS

Legal action was commenced against Bentley and its former Chief Executive
Officer, Gordon Lee, by Victor Nguyen (the "Plaintiff"), Case No. SC077312, in
Los Angeles, Superior Court for breach of written contract, fraud and negligent
misrepresentation. The case stems from a Settlement Agreement and General and
Mutual Release regarding rent due on 9800 Sepulveda Blvd. Ste. 625, Los Angeles,
CA and other obligations set forth in the settlement. The claim is for damages
in accordance with the proof, return to the Plaintiff of 500,000 shares of
Bentley stock surrendered pursuant to the agreement and for punitive damages.
Subsequent to June 30, 2003, the court entered a default judgment against Gordon
Lee on July 15, 2003. A settlement was reached, Bentley has paid most of the
settlement except $17,500 that was outstanding as of June 30, 2004.

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

The following matters were submitted to vote of the security holders at the
annual meeting in October, 2003:

1. To elect Gordon F. Lee and Robert Schumacher as directors of the
           Company.

           2. To ratify the appointment by the Board of Directors of Russell
           Bedford Stefanou Mirchandani LLP, independent certified public
           accountants, as the Company's independent auditors for the current
           fiscal year.

           3. To approve the amendment of the Company's Articles of
           Incorporation to change the Company's name from "BENTLEY
           COMMUNICATIONS CORP." to "BENTLEY COMMERCE CORPORATION", or such
           other name as determined by the Board of Directors.

                                       8

<PAGE>

           4. To ratify and approve the amendment of the Company's Articles of
           Incorporation to increase the number of authorized common stock to
           2,500,000,000.

           5. To ratify and approve the Company's Stock Plans.

           6. To ratify and approve the purchase of the assets of Crump Barter
           Systems, Inc. and the Company's new business plan.

           7. To ratify and approve the actions of the board of directors and
           officers of the Company for the last fiscal year.



                                     PART II

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

         (a) The company's common stock is traded on the NASD Electronic
Bulletin Board under the symbol "BLYC". Prices reported represent prices between
dealers, do not include markups, markdowns or commissions and do not necessarily
represent actual transactions. The following table sets forth high and low bid
quotations of the Bentley's common stock for the fiscal years ended June 30,
2004 and 2003 as follows:

                                  Closing Bids

                                  HIGH       LOW
                                  ----       ---

   2004
   ----

First Quarter                      .07       .02
Second Quarter                     .06       .02
Third Quarter                      .08       .02
Fourth Quarter                     .06       .02

2003
----
                                  HIGH       LOW
                                  ----       ---

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

         (b) As of June 30, 2004, Bentley had approximately 741 shareholders of
record of the common stock.

         (c) No cash dividends on outstanding common stock have been paid within
the last two fiscal years, and interim periods. Bentley does not anticipate or
intend upon paying cash dividends for the foreseeable future. In November 2003,
Bentley issued an aggregate of 71,765,213 shares of common stock to its common
shareholders as dividend. The stock dividend issued was at the rate of one share
of common stock per five shares of common stock owned by the common shareholders
of record as of November 5, 2003.

PENNY STOCK REGULATION. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks." Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure prepared by the Securities and Exchange Commission, which contains
the following:

o        A description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;

o        A description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;

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o        A brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;

o        A toll-free telephone number for inquiries on disciplinary actions;

o        Definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and

o        Such other information and in such form (including language, type, size
         and format), as the Securities and Exchange Commission shall require by
         rule or regulation. Prior to effecting any transaction in a penny
         stock, the broker-dealer also must provide the customer the following:

o        The bid and offer quotations for the penny stock;

o        The compensation of the broker-dealer and its salesperson in the
         transaction;

o        The number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and

o        Monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. Holders of shares of our common stock may have difficulty selling
those shares because our common stock will probably be subject to the penny
stock rules for an indeterminate period of time.

(d) Securities Authorized for Issuance under Equity Compensation Plans. This
information is located in Item 11, Security Ownership of Certain Beneficial
Owners and Management.

(e) Recent Sales of Unregistered Securities.

On April 22, 2004, the company issued Sarah Spaid 100,000 shares of restricted
common stock in exchange for $3,000 or $.03 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On April 30, 2004, the company issued Ebrahim Duel 200,000 shares of restricted
common stock in exchange for $5,000 or $.025 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On April 30, 2004, the company issued Clinton Stewart 250,000 shares of
restricted common stock in exchange for $8,000 or $.032 per share. This issuance
was intended to be exempt from registration under section 4(2) and/or Regulation
D of the Securities Act of 1933.

On April 30, 2004, the company issued Xtreme Microsystems 650,000 shares of
restricted common stock in exchange for $20,000 or $.040 per share. This
issuance was intended to be exempt from registration under section 4(2) and/or
Regulation D of the Securities Act of 1933

On April 30, 2004, the company issued Tristan Cavato 487,804 shares of
restricted common stock in exchange for $20,000 or $.040 per share. This
issuance was intended to be exempt from registration under section 4(2) and/or
Regulation D of the Securities Act of 1933.

On April 30, 2004, the company issued Sidney Leise 150,000 shares of restricted
common stock in exchange for $6,000 or $.040 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.


                                       10

<PAGE>

On April 30, 2004, the company issued David Hooper 128,205 shares of restricted
common stock in exchange for $5,000 or $.040 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On May 19, 2004, the company issued Thomas Gratton 119,050 shares of restricted
common stock in exchange for $5,000 or $.0419 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On May 19, 2004, the company issued Robert Deery 303,030 shares of restricted
common stock in exchange for $10,000 or $.033 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On May 19, 2004, the company issued Cynthia Stewart 200,000 shares of restricted
common stock in exchange for $3,400 or $.17 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On May 19, 2004, the company issued Nick Romeo 250,000 shares of restricted
common stock in exchange for $6,250 or $.025 per share. This issuance was
intended to be exempt from registration under section 4(2) and/or Regulation D
of the Securities Act of 1933.

On May 28, 2004, the company issued Ken Gasper 2,000,000 shares of restricted
common stock as payment of $60,000 for assets of the Hospitality Exchange at
$.020 per share. This issuance was intended to be exempt from registration under
section 4(2) and/or Regulation D of the Securities Act of 1933.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

When used in this Form10-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 the company's Annual
Form 10-KSB.

GENERAL

During 2004, the Company implemented its business model, launching its
VirtualBarter online barter exchange management system and global trade
marketplace.

In January 2004, Bentley Commerce evolved from a developmental company to an
operating company. This began with the online launch of VirtualBarter 3.0, a
seamlessly integrated family of Internet barter services, that enables most
barter transactions to be handled online, in real time, which it licensed
exclusively for North America. This state of the art Internet-based trading
platform software, enables independent exchanges and their members to manage,
merchandise, and market their products and services to an integrated worldwide
network of trading partners. Bentley Commerce is focused on establishing a new
marketplace and distribution channel for worldwide barter and trade.

Throughout 2004 Bentley Commerce started to serve as an online "market maker"
for the exchanges that are part of its global trade alliance and online
marketplace, and for the member companies they serve, enabling buyers and
sellers to transparently trade interactively with each other over the Internet,
even when buyer and seller are members of different exchanges. Within this
context Bentley Commerce began its plans to serve as a clearinghouse for barter
trades for fortune 500 trading partners, hundreds of existing retail barter
exchanges that serve tens of thousands of companies of all sizes, corporate
barter companies that serve large multinational corporations, trade associations
and their member companies, as well as media and travel agencies.


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<PAGE>

TRADE DOLLAR REVENUE

In addition to cash revenues, the Company earns Trade Dollars as compensation
from exchanges participating in the trade exchange network, from transaction
fees from its online exchanges and from profits from the sale of products and
services as a result of transactions entered into by the Company as a member of
the exchange network.

Trade Dollar revenues earned by the Company will be used to offset future
operating expenses that are typically paid for by a company in cash, which will
ultimately reduce the Company's cash operating expenses. The Company anticipates
using its Trade Dollars to offset expenses including, but not limited to,
printing, travel, marketing, investor relations, technology development,
telecommunications, etc.

During Fiscal 2004, Trade Dollar revenue and corporate trade transactions,
(which result in future revenue), was $7,538,513, which resulted in Bentley
Commerce earning initial Trade Dollars of $38,513. It is projected that once
the resorts that received the $7.5 million in trade credits are completed,
Bentley will have a marketable asset that can be sold for cash and/or rented for
trade, which will generate additional cash fees.

In evaluating the Company's earnings results it is important to understand that
cash revenue is booked only when there is actual cash revenue resulting from
transaction fees or from the sale (remarketing) of the assets that the Company
obtained in corporate trade transactions.

Some of the Company's cash fees on transactions are booked at the end of the
month, while other cash fees are not earned until the companies that are a party
to the trade, spends their trade, while additional cash revenue could be derived
from the remarketing or sale of an asset acquired in a trade transaction at some
future date.

Therefore, it is best to look at revenues on an annualized basis, as it could
take six months or more to realize remarketing revenues on a large corporate
trade - but the rewards may be at a much higher percentage than fees earned
immediately from smaller transactions.

Pursuant to various accounting policies, exchanges involving trade dollars are
not reflected at any value in the Company's financial statements. Management
believes the products and services obtained with payment in Trade Dollars are a
necessary part of conducting business because if in the future, the Company is
unable to pay for products and services using trade dollars, the Company's cash
expenses could increase and potentially reduce operating profits.

Most important, during the first year of operation, by June 30, 2004, 68
independent exchanges that represent about 15,000 companies, joined Bentley
Commerce's Online Global Trade Marketplace, and contracted to manage their
exchanges with its VirtualBarter software. During the year, an average of $300
million in products and services were offered for trade on its Online Global
Trade Marketplace. In addition, this was coupled with its offline network of
exchanges affiliated with its Bentley Crump Barter Network of 180 independent
trade exchanges and approximately 50,000 members that trade through them.

2005 PLAN OF OPERATION

Bentley Commerce's business strategy is to create a worldwide affiliated network
of independent exchanges and receive a small portion of every barter transaction
processed throughout its system, rather than acquire barter exchanges, while
simultaneously developing its global corporate barter business and becoming a
principal party to these typically larger transactions.
The company believes it can satisfy its cash requirements through the sale of
stock, paying consultants and others with stock until it becomes profitable. The
company wants to raise $1 million during Fiscal 2005 to cover expenses before
the company should become profitable in the second calendar quarter of 2005.
However, the lack of capital is an impediment to rapid growth.

The company will continue to invest in maintaining and enhancing its
VirtualBarter software over the year, as well as into the future. This will help
to assure its competitive advantage. No significant equipment, plants or
elaborate facilities are planned. As cash flow and investment in the company
increases, it expects to add about eight employees in key roles. Meanwhile, it
will compensate them as consultants with stock.


                                       12

<PAGE>

Bentley Commerce has seven major business units. These are: (1) VirtualBarter
Software (2) Bentley Crump Barter Network, (3) Online Global Trade Marketplace,
(4) Trade Card (5) Barter Exchange Business Opportunity (6) Enterprise
Exchanges, and (7) Corporate Trade Group.

1) VIRTUAL BARTER SOFTWARE

VirtualBarter 3.0 is the state of the art Internet-based trading platform
software that enables independent exchanges and their members to manage,
merchandise, and market their products and services to an integrated worldwide
network of trading partners. It provides the members of barter and trade
exchanges with the e-business resources they need to build their bottom line and
gain entry to thousands of new customers, stronger cash flow, increased buying
power, greater sales volume and access to new markets for sale of their product
or service throughout the world.

Bentley Commerce has the exclusive North American license to VirtualBarter
software. During 2004 and 2005 Bentley Commerce will be adding enhancements and
additional capabilities to this software to maintain a sustainable competitive
advantage over present or potential programs offered by competitors.

2) BENTLEY CRUMP BARTER NETWORK

Bentley Crump Barter Network is a wholly owned subsidiary of Bentley Commerce
Corp. It has an offline membership of 180 independent local barter exchanges and
about 50,000 members that trade through them. This represents approximately 30
percent of the barter exchanges in the USA and 50 percent of those in Canada.
During fiscal year 2005, Bentley Commerce will persuade as many of its exchange
members as possible to use its VirtualBarter software and join its Online Global
Trade Marketplace. In addition, it will continue to attract new members to its
offline services and develop specific opportunities for trade.

3) ONLINE GLOBAL TRADE MARKETPLACE

Bentley's Global Trade Marketplace is the world's largest Internet-based barter
marketplace, comprised of a growing number of independent exchanges that totaled
68 by the end of the fiscal year, which is growing at the rate of about 6
exchanges joining per month. These exchanges go online with Bentley Commerce's
Virtual Barter software and exchange management system. The exchanges process
barter transactions for approximately 15,000 small to midsize businesses that
trade through them. Bentley Commerce enables the members of these exchanges to
manage their trade account over the Internet and to trade in a collaborative
trade marketplace with other members in other exchanges throughout the world, as
well as with members of the exchanges in the Bentley Crump Barter network. By
the end of fiscal 2004, Bentley Commerce's Global Trade Marketplace had about
$440 million in products and services offered for trade online.

During the remainder of calendar year 2004 and throughout 2005, Bentley Commerce
hopes to attract more existing exchanges to join its Online Global Marketplace
from both members and non-members of its Bentley Crump Barter Network.

4) TRADE CARD

Bentley introduced two types of Trade Cards: 1. A Platinum Business Card that
seamlessly processes barter exchange members' trade purchases at the point of
sale at participating merchant members worldwide, even if the buyer and seller
are members of different exchanges; and 2. A gift and stored value "scrip" card
that it anticipates may be honored at thousands of locations in the US and
Canada, and in other countries.

Bentley's Platinum Trade Card - expected to be the only debit card that
seamlessly processes barter exchange members' trade purchases at the point of
sale at participating merchant members worldwide, even if the buyer and seller
are members of different exchanges. Bentley is the first to offer swipe card
technology to seamlessly process transactions between members of different trade
exchanges, and to process transactions internationally, facilitating foreign
currency exchange in real time. Most important, its Platinum Business Card uses
a standard credit card merchant terminal so that sellers do not require a
separate terminal to process barter transactions.

Cardholders are able to charge purchases in barter, just as they would in cash
or credit. The Trade Card will use Bentley Commerce's proprietary swipe card
software technology on new terminals provided to merchants, or uploaded to
merchants' existing supported terminals. Cash transaction capabilities will be
among the future enhancements that are planned for its Trade Card.

                                       13

<PAGE>

Bentley's Gift and Stored Value "Scrip" Cards -- will be purchased by members of
participating barter exchanges with trade dollars, and then used by Cardholders
to pay for hotel and resort accommodations, and dining, just as if they had a
gift certificate for the establishment. Bentley is planning to have these cards
honored at thousands of locations in the US and Canada, and in other countries.

The Gift Card will use the same proprietary technology used by the Trade Card
that processes transactions either on new terminals provided to merchants, or
uploaded to merchants' existing supported terminals. Business members of Bentley
Commerce's Global Trade Marketplace will be able to use trade dollars they earn
from sales of their product or service to purchase Gift Cards and Scrip Cards
(electronic gift certificates) that can be used at participating local members
and restaurants, hotels and shops worldwide. Companies that provide traditional
advertising, such as television, radio, magazines and newspapers, or online
media firms, will be able to trade their excess inventory for gift cards branded
with their logo to offer a Loyalty or Reward program to their advertisers and
audience. Hotels will be able to trade their perishable inventory of room, food
and beverage and restaurants, their excess seating capacity, for gift cards that
can be used for promotions, giveaways and employee benefits or rewards.

5) BARTER EXCHANGE BUSINESS OPPORTUNITY

In local US and Canadian markets where Bentley Commerce does not have a number
of affiliate exchanges participating in its Online Global Trade Marketplace, it
intends to market a trade exchange business opportunity that will include use of
its Virtual Barter software coupled with comprehensive training and support.
This effort, which is planned to begin in 2005, is hoped to bring in revenue for
Bentley Commerce, as well as expand its Online Trade Alliance and the products
and services offered for trade.

6) CUSTOM BRANDED ENTERPRISE EXCHANGES

As part of its strategy to build its Online Global Trade Marketplace, trade
velocity and fees, Bentley Commerce partners with business associations,
nonprofit organizations and publishers with a wide membership base, to set up an
industry/organization specific barter and trade exchange for their respective
constituencies. Bentley Commerce, for example, has already set up Enterprise
Exchanges for small hotels, motels and bed & breakfasts; for suppliers to the
restaurant and lodging industry; for a minority and women's business
association; for a regional and multi-nation chamber of commerce. During the
remainder of 2004 and throughout 2005, Bentley Commerce expects to develop
several more Enterprise Exchange partnerships.

7) BENTLEY CORPORATE TRADE GROUP

Bentley Commerce's Corporate Trade Group, in collaboration with its strategic
partner, Inter-trade Capital Group, assists companies in selling their excess
inventory, production, or capacity at full value for cash equivalent trade
credits, rather than liquidating it for pennies on the dollar. These companies
use their trade credits to reduce their cash requirements in purchasing,
procurement and capital expenses for many of the products and services they need
to operate their businesses. Unlike barter and trade exchange transactions that
Bentley Commerce facilitates and earns a percentage of the fees, its Corporate
Trade Group becomes a principal in the transaction and can earn a substantial
amount of the transaction by remarketing the asset it obtains in the transaction
for cash.

In the first quarter of calendar 2004, Bentley Commerce appointed 8 independent
corporate trade brokers and added 5 additional brokers in the second quarter
2004. These brokers channel potential trade transactions to Bentley's Corporate
Trade Group. They are recruited either from managers of exchanges that are
affiliated with Bentley Commerce, or independent business professionals who
already have a wide sphere of influence and contacts in their respective fields.

The Company's Corporate Trade Group arranged to provide a combined $7.5 million
in cash equivalent trade credit funding to two Caribbean resorts in exchange for
an equal amount of resort condos, suites and rooms that it plans to re-market
for cash to vacation and resort travelers when the resorts are completed.


                                       14

<PAGE>

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:

o        stock-based compensation.
o        barter transactions

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting for Stock-Based Compensation, providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002. The Company elected to continue to account for
stock-based compensation plans using the intrinsic value-based method of
accounting prescribed by APB No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. Under the provisions of APB No. 25, compensation
expense is measured at the grant date for the difference between the fair value
of the stock and the exercise price.

Barter Transactions

The Company receives barter credits in exchange for services, or as part of the
association fees, interest on member credit lines, and transaction fees.
Transactions that involve the exchange of goods or services for other goods or
services are accounted for in accordance with Emerging Issues Task Force Issue
99-17, Accounting for Advertising Barter Transactions ("EITF 99-17"), Emerging
Issues Task Force Issue 93-11, Accounting for Barter Transactions Involving
Barter Credits ("EITF 93-11"), and APB Opinion No. 29, Accounting for
Non-Monetary Transactions" ("APB 29"). Accordingly, the Company generally
records the carrying value of goods or services provided at nominal values ,
since the goods or services lack readily determinable fair values within
reasonable limits, and the Company has no history of receiving cash in similar
transactions.

            The Company uses barter credits in the acquisition of goods or
services used in its operations. When reasonably determinable, the Company
charges to operations the transactions at the fair value of the goods or
services received.

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

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.


                                       15

<PAGE>

Revenues
--------
For the year ended June 30, 2004 and 2003, revenues from operations totaled
$305,346 and $0, respectively. Bentley reported a net loss from operations of
$4,707,564 in 2004 and $4,613,910 in 2003. The increase in revenue was
attributable to the company's entrance into the barter business.

Costs and Expenses
------------------
Selling, general and administrative expenses ("SG&A") during the year ended June
30, 2004 and 2003 were $5,002,833 and $3,155,987, respectively. This 59% of
increase is due to the company's entrance into the barter business. Management
is unable to accurately predict the nature and extent of future costs and
expenses from this activity. Bentley paid approximately $2,700,000 of consulting
fees and $417,500 of operating expenses with Company common stock, and $475,050
of consulting fees are in connection with issuance of stock options.

Depreciation expense was $700 for 2004 and 2003.

Interest Expense

Interest expense of $9,377 and $7,223 during the years ended June 30, 2004 and
2003, respectively.

Liquidity and Capital Resources
-------------------------------
As of June 30, 2004, Bentley had a working capital deficit of $650,070.

As a result of our operating losses, Bentley generated a cash flow
deficit of $879,599 from operating activities during the year ended June
30,2004. The cash flow deficit is primarily attributable to the Company's net
loss from operations of $4,707,564 adjusted for depreciation of $700, common
stock issued in exchange for consulting fees of $2,782,807, common stock issued
in exchange for operating expenses of $417,500, $475,050 of stock options
granted to consultants stock and changes in accounts receivable, other assets,
accounts payable and accrued expenses.

Cash flows provided by financing activities were $881,301 during the year ended
June 30, 2004. Bentley received a total of $596,130 from issuance of common
stock, stock subscription, and stock options and $285,171 of advances from
related or third parties, net of repayments.

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

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

THE INDEPENDENT AUDITOR'S REPORT ON THE COMPANY'S JUNE 30, 2004 FINANCIAL
STATEMENTS INCLUDED IN THIS ANNUAL REPORT STATES THAT THE COMPANY'S RECURRING
LOSSES RAISE SUBSTANTIAL DOUBTS ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
GOING CONCERN.

RISKS AND UNCERTAINTIES

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


                                       16

<PAGE>

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

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

BENTLEY FACES POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

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

         o    the level of use of the Internet;

         o    the demand for alternative payment services;

         o    approval of Electronic Funds Transfer networks

         o    seasonal trends in Internet use,

         o    the amount and timing of capital expenditures; and other costs
              relating to the expansion of Bentley's Internet operations;

         o    the introduction of new services by Bentley or its competitors;

         o    technical difficulties or system downtime;

         o    general economic conditions, and

         o    economic conditions specific to the Internet and Internet media.

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

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

Bentley's common stock is currently quoted on the NASD OTC Bulletin Board under
the ticker symbol BLYC. As of June 30, 2004, there were approximately
556,583,616 shares of common stock outstanding, of which approximately
266,247,854 were tradable without restriction under the Securities Act.
There can be no assurance that a trading market will be sustained in the future.
Factors such as, but not limited to, technological innovations, new products,
acquisitions or strategic alliances entered into by Bentley or its competitors,
failure to meet security analysts' expectations, government regulatory action,
patent or proprietary rights developments, and market conditions for technology
stocks in general could have a material effect on the liquidity of Bentley's
common stock and volatility of Bentley's stock price.

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

Bentley expects to experience significant growth in the number of employees and
the scope of its operations. In particular, Bentley may hire additional
engineering, sales, marketing, content acquisition and administrative personnel.
Additionally, acquisitions could result in an increase in employee headcount and
business activity. Such activities could result in increased responsibilities
for management. Bentley believes that its ability to increase its customer
support capability and to attract, train, and retain qualified technical, sales,


                                       17

<PAGE>

marketing, and management personnel, will be a critical factor to its future
success. In particular, the availability of qualified sales, engineering and
management personnel is quite limited, and competition among companies to
attract and retain such personnel is intense. During strong business cycles,
Bentley expects to experience difficulty in filling its needs for qualified
sales, engineering, and other personnel.

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

Bentley's future success depends upon its ability to address potential market
opportunities while managing its expenses to match its ability to finance its
operations. This need to manage its expenses will place a significant strain on
the Bentley's management and operational resources. If Bentley is unable to
manage its expenses effectively, the company may be unable to finance its
operations.

BENTLEY FACES RISKS ASSOCIATED WITH FUTURE ACQUISITIONS, IF ANY.

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

         o    Bentley may be exposed to unknown liabilities of the acquired
              companies;

         o    Bentley may incur acquisition costs and expenses higher than it
              anticipated;

         o    Fluctuations in Bentley's quarterly and annual operating results
              may occur due to the costs and expenses of acquiring and
              integrating new businesses or technologies;

         o    Bentley may experience difficulties and expenses in assimilating
              the operations and personnel of the acquired businesses;

         o    Bentley's ongoing business may be disrupted and its management's
              time and attention diverted; and

         o    Bentley may be unable to integrate successfully.


                                       18


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                             JUNE 30, 2004 AND 2003

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

                             BENTLEY COMMERCE CORP.



                                       19
<PAGE>

                             BENTLEY COMMERCE, CORP.

                          INDEX TO FINANCIAL STATEMENTS

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

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

Consolidated Balance Sheets at June 30, 2004 and 2003                       F-4

Consolidated Statements of Losses for The Years Ended
       June 30, 2004 and 2003                                               F-5

     Consolidated Statements of Deficiency in Stockholders' Equity for
       The Years Ended June 30, 2004 and 2003                               F-6

Consolidated Statements of Cash Flows for The Years Ended
       June 30, 2004 and 2003                                          F-7 ~ F-8

Notes to Consolidated Financial Statements                            F-9 ~ F-20






<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

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

Board of Directors
Bentley Commerce Corp.
Bradenton FL

         We have audited the accompanying consolidated balance sheets of Bentley
Commerce Corp. (formerly Bentley Communications Corp.) and subsidiaries (the
"Company") as of June 30, 2004 and 2003 and the related consolidated statements
of losses, deficiency in stockholders' equity, and cash flows for the two years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based upon our audits.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company and subsidiaries as of June 30, 2004 and 2003, and the results of
its operations and its cash flows for the two year period ended June 30, 2004,
in conformity with accounting principles generally accepted in the United States
of America.

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

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

McLean, Virginia
September 21, 2004

                                       F-3






<PAGE>
<TABLE>

                                      BENTLEY COMMERCE CORP.
                                   CONSOLIDATED BALANCE SHEETS
                                      JUNE 30, 2004 AND 2003
<CAPTION>

                                                                        2004             2003
                                                                    -------------   -------------
<S>                                                                 <C>             <C>
ASSETS
Current Assets:
  Cash and Cash Equivalents                                         $      1,702    $         --
  Accounts Receivable, net of $250,000 and $0 of allowance for
    doubtful account at June 30, 2004 and June 30, 2003,
    respectively                                                    $      8,808    $         --

  Prepaid Expenses and Other                                                  67          54,138
                                                                    -------------   -------------
     Total Current Assets                                                 10,577          54,138

Property and Equipment:
  Furniture and Equipment                                                  3,500           3,500
   Less: Accumulated Depreciation                                          3,103           2,403
                                                                    -------------   -------------
                                                                             397           1,097

     Total Assets                                                   $     10,974    $     55,235
                                                                    =============   =============

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current Liabilities:
  Cash Disbursed in Excess of Available Funds                       $         --    $         25
  Accounts Payable and Accrued Liabilities (Note E)                      293,278         289,707
  Notes Payable (Note C)                                                  67,500          67,500
  Convertible Debenture (Note D)                                              --          30,000
  Other Advances                                                         244,682          46,332
  Due to Related Parties (Note J)                                         55,187          47,500
                                                                    -------------   -------------
                                                                         660,647         481,064

Commitment and Contingencies (Note K)                                         --              --

(Deficiency in) Stockholders' Equity:
  Preferred Stock, par value $.0001 per share; 20,000,000
    shares authorized; none issued at June 30, 2004 and 2003
    (Note F)                                                                  --              --
  Common Stock, par value $.0001 per share; 2,500,000,000 and
    500,000,000 shares authorized at June 30, 2004 and 2003,
    respectively; 556,583,616 and 310,830,764 shares issued and
    outstanding at June 30, 2004 and 2003, respectively. (Note F)         55,658          31,083

  Common Stock Subscription (Note F)                                      (9,020)        (66,000)
  Additional Paid-in-Capital                                          16,644,365      12,242,200
  Accumulated Deficit                                                (17,340,676)    (12,633,112)
                                                                    -------------   -------------
                                                                        (649,673)       (425,829)
                                                                    -------------   -------------

 Total Liabilities and (Deficiency in) Stockholders' Equity         $     10,974    $     55,235
                                                                    =============   =============

                   See accompanying notes to consolidated financial statements

                                               F-4
</TABLE>






<PAGE>
<TABLE>

                                    BENTLEY COMMERCE CORP.
                              CONSOLIDATED STATEMENTS OF LOSSES
                          FOR THE YEARS ENDED JUNE 30, 2004 AND 2003
<CAPTION>

                                                                   2004              2003
                                                              --------------   --------------
<S>                                                           <C>              <C>
Revenues:
Sales, net                                                    $     305,346    $          --

Operating expenses:

Selling, general and administrative                               5,002,833        3,155,987
Costs in connection with acquisition of Kryptosima (Note F)              --        1,500,000
Depreciation                                                            700              700
                                                              --------------   --------------

Total operating expenses                                          5,003,533        4,656,687

(Loss) from operations                                           (4,698,187)      (4,656,687)

Other income (expenses):

Interest (expense), net                                              (9,377)          (7,223)

Other income                                                             --           50,000
                                                              --------------   --------------

Total other income (expenses)                                        (9,377)          42,777

Provision for income taxes                                               --               --
                                                              --------------   --------------

Net (loss)                                                    $  (4,707,564)   $  (4,613,910)
                                                              ==============   ==============

Loss per common share (Note I)
  (basic and assuming dilution)                               $       (0.01)   $       (0.02)
                                                              ==============   ==============

Weighted average shares outstanding                             443,149,717      203,024,473
                                                              ==============   ==============

                 See accompanying notes to consolidated financial statements

                                             F-5
</TABLE>






<PAGE>
<TABLE>

                                                       BENTLEY COMMERCE CORP.
                                    CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                             FOR THE YEARS ENDED JUNE 30, 2004 AND 2003
<CAPTION>

                                                                        Additional
                                          Common           Stock         Paid-In       Common Stock     Accumulated
                                          Shares           Amount        Capital       Subscription       Deficit          Total
                                       -------------   -------------   -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
BALANCE AT JUNE 30, 2002                128,831,724    $     12,883    $  7,908,929    $   (300,000)   $ (8,019,202)   $   (397,390)
Common shares issued for cash, net
  of costs and fees                       3,600,000             360         116,640              --              --         117,000
Common shares issued to
  consultants in exchange for
  services rendered                     138,036,585          13,804       2,668,558              --              --       2,682,362
Common shares issued to
  consultants and related parties in
  exchange for prepaid service fees      11,463,415           1,146          52,992              --              --          54,138
Common shares issued in exchange
  for previously incurred debts           2,899,040             290          86,681              --              --          86,971
Common shares issued in connection
  with acquisition of Kryptosima LLC     50,000,000           5,000       1,495,000              --              --       1,500,000
Proceeds from common stock
  subscription                                   --              --              --         145,000              --         145,000
Cancellation of common stock
  subscription                          (25,000,000)         (2,500)       (152,500)        155,000              --              --

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

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

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

Common shares issued to
  consultants in exchange for
  services rendered                     109,011,402          10,900       2,771,907              --              --       2,782,807
Common shares issued to vendors in
  exchange for operating expenses        20,833,333           2,083         415,417              --              --         417,500
Common shares issued to vendors in
  exchange for accrued expenses           7,000,000             700          69,300              --              --          70,000
Common shares issued in exchange
  for previously incurred debt            9,256,737             926         141,307              --              --         142,233
Common stock issued in exchange
  for cash, net of costs and fees        23,886,167           2,389         428,761          86,980              --         518,130
Common stock issued in exchange
  for stock options exercised, net
  of costs and fees                       4,000,000             400         107,600         (30,000)             --          78,000
Common stock issued to
  shareholders as stock dividend         71,765,213           7,177          (7,177)             --              --              --
Stock options issued to
  consultants in exchange for
  services rendered (Note G)                     --              --         475,050                                         475,050

NET LOSS                                         --              --              --              --      (4,707,564)     (4,707,564)
                                       -------------   -------------   -------------   -------------   -------------   -------------

BALANCE AT JUNE 30, 2004                556,583,616    $     55,658    $ 16,644,365    $     (9,020)   $(17,340,676)   $   (649,673)
                                       =============   =============   =============   =============   =============   =============

                                     See accompanying notes to consolidated financial statements

                                                                 F-6
</TABLE>






<PAGE>
<TABLE>

                                        BENTLEY COMMERCE CORP.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE YEARS ENDED JUNE 30, 2004 AND 2003
<CAPTION>

                                                                              2004           2003
                                                                          ------------   ------------
<S>                                                                       <C>            <C>
Cash flows from operating activities:
Net loss from operating activities                                        $(4,707,564)   $(4,613,910)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
  Depreciation                                                                    700            700
  Stock options issued to consultants in exchange for
    services rendered (Note G)                                                475,050             --
  Common stock issued in exchange for services rendered (Note F)            2,782,807      2,682,362
  Common stock issued in exchange for operating expenses (Note F)             417,500             --
  Common stock issued in connection with acquisition of
    Kryptosima LLC (Note F)                                                        --      1,500,000
  Common stock issued in exchange for debt                                         --         67,292
  Reduction in notes payable by noteholders (Note C)                               --        (12,500)
  Amortization of prepaid expenses paid with common stock in prior year        54,138             --
  Allowance for doubtful accounts                                             250,000             --
  (Increase) decrease in:
     Accounts receivable                                                     (258,808)            --
     Other current assets                                                         (67)            --
     Increase (decrease) in:
       Cash disbursed in excess of available funds                                (25)            25
       Accounts payable and accrued liabilities                               106,670         17,808
                                                                          ------------   ------------

Net cash (used in) operating activities                                      (879,599)      (358,223)

Cash flows from investing activities:
  Capital expenditures                                                             --             --
                                                                          ------------   ------------
Net cash provided by (used in) investing activities                                --             --

Cash flows from financing activities:
  Proceeds from sale of common stock and stock subscription,
    net of costs and fees (Note F)                                            518,130        262,000
  Proceeds from sale of common stock for stock options exercised,
    net of costs and fess (Note F)                                             78,000             --
  Proceeds from (repayment of) notes payable (Note D and F)                        --         30,000
  Proceeds from other advances, net of repayments                             244,850         46,332
  Proceeds from related parties advances, net of repayments                    40,321         19,861
                                                                          ------------   ------------

Net cash provided by used in financing activities                             881,301        358,193

Net increase (decrease) in cash and cash equivalents                            1,702            (30)

Cash and cash equivalents at beginning of the year                                 --             30
                                                                          ------------   ------------
Cash and cash equivalents at end of the year                              $     1,702    $        --
                                                                          ============   ============

                     See accompanying notes to consolidated financial statements

                                                 F-7
</TABLE>






<PAGE>
<TABLE>

                                    BENTLEY COMMERCE CORP.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                          FOR THE YEARS ENDED JUNE 30, 2004 AND 2003
<CAPTION>

                                                                       2004           2003
                                                                   ------------   ------------
<S>                                                                <C>            <C>
Supplemental Disclosures of Cash Flow Information:

Cash paid during period for interest                               $        --    $        --
Cash paid during period for taxes                                           --             --
Stock options issued to consultants in exchange for
  services rendered (Note G)                                           475,050             --
Common stock issued in exchange for services (Note F)                2,782,807      2,682,362
Common stock issued to consultants in exchange for
  prepaid service fees (Note F)                                             --         21,138
Common stock issued to related parties in exchange for
  prepaid service fees (Note F)                                             --         33,000
Amortization of prepaid expenses paid with common stock
  in prior year                                                         54,138             --
Common stock subscription receivable (Note F)                          (30,000)       (66,000)
Common stock subscription payable (Note F)                              20,980             --
Common stock issued for previously incurred debt (Note F)              109,134         86,971
Common stock issued for convertible debenture and accrued
  interest (Note D and F)                                               33,099             --
Common stock issued in connection with acquisition of
  Kryptosima (Note F)                                                       --      1,500,000

Reduction in notes payable by noteholders (Note C)                          --        (12,500)
Common stock issued in exchange for operating expenses (Note F)        417,500             --
Common stock issued in exchange for accrued liabilities (Note F)        70,000             --

                  See accompanying notes to consolidated financial statements

                                              F-8
</TABLE>






<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES

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

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

Bentley Commerce Corp., formerly Bentley Communications Corp., (the "Company")
was incorporated under the laws of the state of Florida in February 1992 and was
engaged in the business of casino gaming, sports book, horseracing, and bingo
via the Internet. The Company is also developing methods that would allow
consumers to make Internet payments via an ATM/Debit card, for online trading of
securities. In December 2003, the Company incorporated a wholly-owned
subsidiary, Bentley's Crump Barter Network, Inc., under the laws of the state of
Nevada. The Company began to direct its activities towards the "trade" and
"barter" industry. In January 2004, the Company changed its name from Bentley
Communications Corp. to Bentley Commerce Corp.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Twirlme.com, Inc., Legends Surfboards, Inc.
Omnibomb Corp, Kyrenia Acquisition, Corp., Kryptosima Acquisition Corp. and
Bentley's Crump Barter Network, Inc. All subsidiaries except Bentley's Crump
Barter Network, Inc. are currently non-operative. All significant inter-company
transactions have been eliminated.

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

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

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

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

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

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

                                       F-9


<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

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

The Company computes earnings per share under Financial Accounting Standard No.
128, "Earnings Per Share" (SFAS 128). Net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the year. Dilutive common
stock equivalents consist of shares issuable upon conversion of convertible
preferred shares and the exercise of the Company's stock options and warrants
(calculated using the treasury stock method). For the year ended June 30, 2004
and 2003, common stock equivalents are not considered in the calculation of the
weighted average number of common shares outstanding because they would be
anti-dilutive, thereby decreasing the net loss per common share.

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

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

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

For revenue from products and services, the Company recognizes revenue in
accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria
must be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the selling price is fixed and determinable; and (4) collectibility is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered/services rendered and the collectibility of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the product
has not been delivered or services has not been rendered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or services has been rendered or no refund will be
required.

                                      F-10


<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (Continued)
-------------------------------

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. The staff updated and revised the existing revenue
recognition in Topic 13, Revenue Recognition, to make its interpretive guidance
consistent with current accounting guidance, principally EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
portions of the Revenue Recognition in Financial Statements - Frequently Asked
Questions and Answers document that the SEC staff considered relevant and
rescinds the remainder. The company's revenue recognition policies are
consistent with this guidance; therefore, this guidance will not have an
immediate impact on the company's consolidated financial statements.

The Company recognizes revenues from cash fees charged in managing its barter
business (see Note B) when persuasive evidence of an arrangement exists, the
transaction has occurred, the charges are fixed and determinable and no major
uncertainty exists with respect to collectibility.

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

The Company follows a policy of charging the costs of advertising to expenses as
incurred. For the years ended June 30, 2004 and 2003, advertising costs were
$4,807 and $1,729, respectively.

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

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs.
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The Company did not incur
any expenditures on research and product development for the years ended June
30, 2004 and 2003.

Liquidity
---------

As shown in the accompanying financial statements, the Company incurred a net
loss of $4,707,564 during the year ended June 30, 2004 and $4,613,910 during the
year ended June 30, 2003. The Company's current liabilities exceeded its current
assets by $650,070 as of June 30, 2004.

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

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company periodically reviews its
trade receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $250,000 and $0 at June 30, 2004 and 2003,
respectively.

                                      F-11

<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

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

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended June 30, 2003 and will adopt
the interim disclosure provisions for its financial reports for the subsequent
periods. The Company has no employees stock based awards issued and outstanding
as of June 30, 2004.
Reclassifications

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

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

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

                                      F-12






<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.

NOTE B - BARTER TRANSACTIONS

In December 2003, the Company incorporated a wholly-owned subsidiary, Bentley's
Crump Barter Network, Inc. The Company began to direct its activities towards
the "trade" and "barter" industry, in which the Company provides services in
exchange for barter credits. Barter credits can be utilized in the future as
full or partial payments towards the purchases of various merchandise, products
and services.

The Company receives barter credits in exchange for services, or as part of the
association fees, interest on member credit lines, and transaction fees.
Transactions that involve the exchange of goods or services for other goods or
services are accounted for in accordance with Emerging Issues Task Force Issue
99-17, Accounting for Advertising Barter Transactions ("EITF 99-17"), Emerging
Issues Task Force Issue 93-11, Accounting for Barter Transactions Involving
Barter Credits ("EITF 93-11"), and APB Opinion No. 29, Accounting for
Non-Monetary Transactions" ("APB 29"). Accordingly, the Company generally
records the carrying value of goods or services provided at nominal values ,
since the goods or services lack readily determinable fair values within
reasonable limits, and the Company has no history of receiving cash in similar
transactions.

The Company uses barter credits in the acquisition of goods or services used in
its operations. When reasonably determinable, the Company charges to operations
the transactions at the fair value of the goods or services received. As of June
30, 2004, the Company charged to operations a total of $38,513 of purchases and
expenses that were paid by barter credits.

                                      F-13






<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE C - NOTES PAYABLE

Notes payable at June 30, 2004 and 2003 consists of the following:

                                                          2004          2003
                                                       -----------   -----------
Note payable on demand; interest payable monthly at
10% per annum beginning February 15, 2002; unsecured.
The Company is currently in default under the
terms of the note agreement.                           $   40,500    $   40,500

Note payable on demand; interest payable monthly at
10% per annum beginning February 15, 2002; unsecured.
The Company is currently in default under the terms
of the note agreement.                                     27,000        27,000
                                                       -----------   -----------
Total                                                  $   67,500    $   67,500
Less: current portion                                     (67,500)      (67,500)
                                                       -----------   -----------
                                                       $       --    $       --
                                                       ===========   ===========

During the year ended June 30, 2003, the Company and noteholders reviewed the
promissory notes and mutually agreed that the total amount due is $67,500,
rather than $80,000 recorded in prior year. The Company accounted the reduction
of $12,500 in notes payable as other income for the year ended June 30, 2003.

NOTE D - CONVERTIBLE PROMISSORY NOTES PAYABLE

A summary of convertible promissory notes payable at June 30, 2004 and 2003 is
as follows:

                                                           2004          2003
                                                       -----------   -----------

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

In March 2004, the Company issued an aggregate of 1,000,000 shares of its
restricted common stock to the note holder in exchange for the $30,000 of
convertible promissory note principal and all accrued and unpaid interest (Note
F).

                                      F-14


<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE E - ACCOUNTS PAYABLE AND ACCURED LAIBILITIES

Accounts payable and accrued liabilities at June 30, 2004 and 2003 are as
follows:

                                                          2004           2003
                                                       -----------   -----------
        Accounts payable                               $  166,047    $  224,503
        Accrued interest                                   16,481        10,204
        Accrued liabilities in connection
          with litigation (Note K)                        110,750        55,000
                                                       -----------   -----------
        Total                                          $  293,278    $  289,707
                                                       ===========   ===========

NOTE F - CAPITAL STOCK

The Company has authorized 2,500,000,000 shares of common stock, with a par
value of $.0001 per share and 20,000,000 shares of preferred stock, with a par
value of $.0001 per share. The Company has 556,583,616 and 310,830,764 shares of
common stock issued and outstanding at June 30, 2004 and 2003, respectively. The
Company has no shares of preferred stock issued and outstanding at June 30, 2004
and 2003.

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

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

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

                                      F-15



<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE F - CAPITAL STOCK (CONTINUED)

During the year ended June 30, 2004, the Company issued a total of 23,886,167
shares of its common stock in private placement to sophisticated investors.
Total proceeds from sale of common stock and stock subscription during year
ended June 20, 2004 amounted $518,130, net of costs and fees. The Company issued
a total of 4,000,000 shares of its common stock to two consultants in exchange
for stock options exercised at approximately $0.03 per share (Note G). The
Company received proceeds of $78,000, net of costs and fees, and accounted for
$30,000 of stock subscription receivable for the stock options exercised. The
Company issued an aggregate of 109,011,402 shares of common stock to consultants
for services in the amount of $2,782,807. All valuations of common stock issued
for services were based upon the value of the services rendered, which did not
differ materially from the fair value of the Company's common stock during the
period the services were rendered. The Company issued an aggregate of 20,833,333
shares of common stock to various vendors for operating expenses in the amount
of $417,500. The Company issued an aggregate of 7,000,000 shares of common stock
to various vendors in exchange for previously incurred expenses of $70,000. In
addition, the Company issued an aggregate of 9,256,737 shares of common stock in
exchange for $142,233 of previously incurred debt, which includes a convertible
promissory note of $30,000 and accrued interest (Note D). In November 2003, the
Company issued an aggregate of 71,765,213 shares of common stock to its common
shareholders as dividend. The stock dividend issued was at the rate of one share
of common stock per five shares of common stock owned by the common shareholders
of record as of November 5, 2003.

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

NOTE G - STOCK OPTIONS AND WARRANTS

Options

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
consultants at June 30, 2004.
<TABLE>

                        Options Outstanding                               Options Exercisable
                    ---------------------------                      ------------------------------
                                Weighted Average
                                    Remaining
                      Number       Contractual    Weighted Average      Number     Weighted Average
Exercise Prices     Outstanding    Life (Years)    Exercise Price    Exercisable    Exercise Price
---------------     -----------    ------------   ----------------   -----------   ----------------
<S>                   <C>             <C>             <C>               <C>              <C>
   $ 0.50             200,000         1.50            $ 0.50            200,000          $ 0.50
   $ 1.00             200,000         1.50              1.00            200,000            1.00
   $ 0.03          21,000,000         3.94              0.03         16,833,333            0.03
   $ 0.05             275,000         2.67              0.05            275,000            0.05
                   ----------      --------         --------         ----------          -------
                   21,675,000         3.88            $ 0.05         17,508,333          $ 0.05
                   ==========      ========         ========         ==========          =======
</TABLE>

                                      F-16



<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE G - STOCK OPTIONS AND WARRANTS (CONTINUED)

Options (continued)
-------------------

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

                                                                       Weighted
                                                          Number       Average
                                                           of          Exercise
                                                         Options        Price
                                                       -----------   -----------
   Outstanding at June 30, 2002                           400,000    $     0.75
                                                       ===========   ===========
   Granted                                                     --            --
   Exercised                                                   --            --
   Cancelled or Expired                                        --            --
                                                       -----------   -----------
   Outstanding at June 30, 2003                           400,000    $     0.75
                                                       ===========   ===========
   Granted                                             35,275,000          0.03
   Exercised (Note F)                                  (4,000,000)         0.03
   Cancelled or Expired (Note J)                      (10,000,000)         0.03
                                                      ------------   -----------
   Outstanding at June 30, 2004                        21,675,000    $     0.05
                                                      =============  ===========

Warrants
--------

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

                                                                       Weighted
                                                          Number       Average
                                                           of          Exercise
                                                         Warrants       Price
                                                       -----------   -----------

   Outstanding at June 30, 2002                           100,000    $     0.20
                                                        ==========   ===========
   Granted                                                     --            --
   Exercised                                                   --            --
   Cancelled or Expired                                  (100,000)         0.20
                                                       -----------   -----------
   Outstanding at June 30, 2003                        $       --    $       --
                                                       ===========   ===========
   Granted                                                     --            --
   Exercised                                                   --            --
   Cancelled or Expired                                        --            --
                                                       -----------   -----------
   Outstanding at June 30, 2004                        $       --    $       --
                                                       ===========   ===========

The Company did not grant any stock options or warrants to shareholders during
the year ended June 30, 2003. The estimated value of the compensatory stock
options granted to non-employees in exchange for services rendered for the year
ended June 30, 2004 was determined using the Black-Scholes pricing model and the
following assumptions: contractual term of 3 to 5 years, a risk free interest
rate of 2.75% to 3.38%, a dividend yield of 0% and volatility of 140%. The
amount of the expense charged to operations for compensatory stock options
granted in exchange for services was $475,050 and $0 for the years ended June
30, 2004 and 2003.

                                      F-17



<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE H - INCOME TAXES

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

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $17,300,000, which expires through 2024, subject to
limitations of Section 382 of the Internal Revenue Code, as amended. The
deferred tax asset related to the carry forward is approximately $5,955,000. The
Company has provided a valuation reserve against the full amount of the net
operating loss benefit, since in the opinion of management based upon the
earning history of the Company, it is more likely than not that the benefits
will not be realized.

Components of deferred tax assets as of June 30, 2004 are as follows:

          Non Current:
                 Net operating loss carryforward                   $  5,955,000
                 Valuation allowance                                 (5,955,000)
                                                                   -------------
                 Net deferred tax asset                            $         --
                                                                   =============

NOTE I - LOSSES PER COMMON SHARE

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

                                                          2004          2003
                                                      ------------  ------------
     Net loss available for common shareholders       $(4,707,564)  $(4,613,910)
                                                      ============  ============
     Basic and fully diluted loss per share           $     (0.01)  $     (0.02)
                                                      ============  ============
     Weighted average common shares outstanding       443,149,717   203,024,473
                                                      ============  ============

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

NOTE J - RELATED PARTY TRANSACTIONS

The Company's officers and significant shareholders have advanced funds to the
Company for working capital purposes. The amount of the advances at June 30,
2004 and 2003 are $55,187 and $47,500, respectively. No formal agreements or
repayment terms exist.

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

                                      F-18


<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE J - RELATED PARTY TRANSACTIONS (CONTINUED)

In June 2003, the Company entered into a consulting agreement ("Agreement") with
American IDC Corp. ("AIDC"), an entity controlled by the Company's President.
Pursuant to the Agreement, the Company issued 10 million shares of restricted
common stock to AIDC in exchange for consulting services over a six-month period
commencing July 1, 2003, valued at $33,000. The Company accounted for the shares
issued as prepaid consulting fees (Note F) and the prepaid consulting fees were
amortized during the year ended June 30, 2004.

The Company entered into a Settlement Agreement And Release ("Release") with its
former Chief Financial Officer, Chairman and Director ("Officer"). Pursuant to
the Release, Officer resigned from the Company's Board of Directors and the
Company agreed to forgo collection or repayment of any cash advances to and from
Officer, and 10,000,000 stock options previously granted to Officer were also
canceled (Note G).

NOTE K - COMMITMENTS AND CONTINGENCIES

Consulting Agreements
---------------------

The Company has consulting agreements with outside contractors, certain of whom
are also Company shareholders. 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.

Lease Agreement
---------------

The Company's wholly owned subsidiary, Bentley's Crump Barter Network, Inc.,
leases an office space in Nashua, NH. Base rent for the lease is $6,300 per
annum, expiring in July 31, 2004. Subsequent to the date of financial
statements, the Company has extended the lease to July 31, 2005 with base rent
$6,864 per annum. Rental expenses charged to operations for the year ended June
30, 2004 and 2003 are $5,800 and $0, respectively.

Litigation
----------

During the year ended June 30, 2003, Victor Nguyen filed a complaint against the
Company and its Chief Executive Officer in Los Angeles Superior Court. The
complaint alleges a breach of contract. While one of the Company's former
employees filed a claim against Victor Nguyen alleges sexual harassment. During
the year ended June 30, 2004, the Company agreed to settle the claim with the
former employee on behalf of Victor Nguyen as settlement of the complaint filed
by Victor Nguyen against the Company. The Company charged to operations a total
of $81,500 in connection with the settlement of the claims. As of June 30, 2004,
the claims have been settled except $17,500 was still due to Victor Nguyen. The
Company has accounted for and included the amount due to Victor Nguyen in its
accrued liabilities. (Note E)

                                      F-19



<PAGE>

                             BENTLEY COMMERCE CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE K - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Litigation (Continued)
----------------------

During the year ended June 30, 2004, Mark Savoy and Exchangemall.com filed a
claim against the Company. The claim alleges a breach of contract. Subsequent to
the date of financial statements, the Company has agreed to issue a total of
4,500,000 shares of its restricted common stock as settlement for the claim, and
expects to finalize the settlement in the near future. The Company has included
the fair value of the common shares to be issued, $38,250, in its accrued
liabilities. (Note E)

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

NOTE L - GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the consolidated financial statements
during the years ended June 30, 2004 and 2003, the Company incurred losses from
operations of $4,707,564 and $4,613,910, respectively. The Company's current
liabilities exceeded its current assets by $650,070 as of June 30, 2004. These
factors among others may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time.

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

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

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

NOTE M - SUBSEQUENT EVENTS

In September 2004, the Company entered into settlement agreement ("Agreement")
with Hemistar International Inc. ("Hemistar"). Pursuant to the Agreement,
Hemistar agreed to a schedule of payments for outstanding services fees due to
the Company and the Company's affiliate, PrimeDomain International
("PrimeDomain") as of June 30, 2004. The Company shall receive a minimum of
$7,500 per month commencing in November 2004, until a total of $250,000
outstanding fees are paid in full. The Company has reserved in full the $250,000
accounts receivable at June 30, 2004.

                                      F-20


<PAGE>

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

None.

ITEM 8A.  CONTROLS AND PROCEDURES

The Company carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of June 30,
2004. Based on that evaluation, the Chief Executive Officer which is also
Bentley's interim Chief Financial Officer, and the Chief Operating Officer
concluded that the Company's disclosure controls and procedures are effective in
ensuring that information required to be disclosed in the reports the Company
files under the Exchange Act are recorded, processed and reported as required.

                                    PART III

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

(a) The following table furnishes the information concerning the company's
directors and officers as of June 30, 2004. The directors of the company are
elected every year and serve until their successors are elected and qualify.

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

Bruce Kamm                53                     CEO, Director

Robert Schumacher         61                     COO, Director

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

Bruce Kamm                   100%

Robert Schumacher             50%

Joseph Crump                 100%

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

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

(b) Identification of Certain Significant Employees.

Strategic matters and critical decisions are handled by the directors and
executive officers of Bentley, Bruce Kamm, Robert Schumacher and Joseph Crump.

(c) Family Relationships.           None

(d) Business Experience.

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

Bruce Kamm

Bruce Kamm CTB is CEO of Bentley Commerce Corporation. He has more than 25
years' experience in sales, marketing, advertising, promotion, information
technology and barter. Formerly the CEO of an information technology company,
the Managing Director of a Corporate Trade Company, the Managing Director of a
fast growth trade exchange and the designer and developer of online information
and transactional services for TradeBanc, VirtualBarter, Interep, CBSI and the
Regional Bell Operating Company's information service gateways. Concurrently
with his career, Mr. Kamm founded and managed a real estate development company
that used trade and offset as a component in many real estate and construction
transactions. Mr. Kamm specializes in capital engineering utilizing trade,
countertrade, creative financing and innovative cross-marketing programs to

                                       20

<PAGE>

expand business opportunities and bottom line profitability by engineering
programs that enable companies to maximize the value of their underperforming
products, services, assets and capacity. Mr. Kamm holds a BA in Administrative
Science from Long Island University and accreditation from the International
Reciprocal Trade Association as an Industry Certified Trade Broker (CTB)

Robert Schumacher

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

Joseph Crump

Joseph Crump has more than 12 years experience in sales, marketing, pension
plans, employee benefits and barter. After analyzing the liquidity problems
facing the barter industry in 1998, Mr. Crump formed Crump Barter Services, Inc.
(CBSI) and subsequently developed an internationally recognized and accepted
barter currency that allowed exchanges to seamlessly trade with each other
through a global trade clearinghouse. Mr. Crump made this service available to
the industry through the creation of the "Crump Dollar", a universal trade
currency that enables barter transactions between disparate exchanges. As a
result, CBSI currently provides clearing services to over 180 barter exchanges
and corporate trade companies, representing more than one third of the barter
exchanges in the U.S. and one half of the exchanges in Canada, with rapid
expansion in progress. Prior to this, he was CEO of a trucking and logistics
company based in Ontario Canada, with service provision in Ontario, Michigan and
New York. Mr. Crump holds a BA in Management and Economics.

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

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
registrant's officers and directors, and persons who own more than 10% of a
registered class of the registrant's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Registrant with
the Securities and Exchange Commission. Officers, directors and greater-than 10%
shareholders are required by the Securities and Exchange Commission regulation
to furnish the registrant with copies of all Section 16(a) forms that they file.

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

In addition, Joseph Crump failed to timely file a Form 3 upon being appointed
as a director on August 23, 2004.

                                       21

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

(a) Compensation.

The following table sets forth compensation awarded to, earned by or paid to our
Chief Executive Officer and our four other most highly compensated executive
officers with compensation in excess of $100,000 for the years ended June 30,
2002, 2003 and 2004 (collectively, the "Named Executive Officers").
<TABLE>

                                     SUMMARY COMPENSATION TABLE

                            Annual Compensation        Long Term Compensation Awards
                            -------------------        -----------------------------

                                                                     Securities
                                                       Restricted    Underlying     All other
Name and Principal                Salary      Bonus      Stock        Options/     compensation
    Position            Year       ($)         ($)      Award(s)      Warrants         ($)
    --------            ----       ---         ---      --------      --------         ---
<S>                     <C>      <C>           <C>      <C>
Gordon F. Lee*          2004     $402,093      $0       $350,000
                        2003     $152,426                $442,000                     $108,000
                        2002     $240,000      $120,000      0             0           0


Robert Schumacher       2004     $48,000       $0      10,000,000    10,000,000      3,200,000
                        2003     N/A                                                 shares @ 0.03
                        2002     N/A                                                 and 500,000
                                                                                     shares @0.005

Bruce Kamm              2004     $150,000      $0                     5,000,000          $0
                        2003     N/A
                        2002     N/A

Joseph Crump            2004                            19,679,496
                        2003     N/A
                        2002     N/A
</TABLE>

* Gordon F. Lee resigned as Director and Officer of Bentley on June 28, 2004

EMPLOYMENT CONTRACTS

We do not have an employment contract with any executive officers. Any
obligation to provide any compensation to any executive officer in the event of
his resignation, retirement or termination, or a change in control of the
Company, or a change in any Named Executive Officers' responsibilities following
a change in control would be negotiated at the time of the event.

We may in the future create retirement, pension, profit sharing and medical
reimbursement plans covering our Executive Officers and Directors.

We do not have a compensation committee. Decisions concerning the compensation
of our executive officers are made by the Board of Directors. The Board during
fiscal 2004 participated in the Board's deliberations concerning executive
officer compensation during the fiscal year ended June 30, 2004.

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

Directors Compensation

Gordon Lee received $120,000 for serving as a director during fiscal 2004. The
Company's two other directors did not receive any compensation for services
rendered as a director during fiscal 2004


                                       22

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of June 30, 2004, the number of
outstanding common shares of Bentley beneficially owned by (i) each person known
to Bentley to beneficially own more than 5% of its outstanding common shares,
(ii) each director, (iii) each nominee for director, (iv) each executive officer
listed in the Summary Compensation Table, and (iv) all executive officers and
directors as a group.

---------------------------------------- ------------------------ --------------
Owner                                    Common Shares(3)         Percentage
---------------------------------------- ------------------------ --------------

Gordon F. Lee(1)                         74,500,000                   13%
Robert Schumacher (2)                    22,480,000                    4%
Bruce Kamm (2)                           10,500,000                    1%
Joseph Crump                             19,679,496                    3%

Officers and directors as a group        127,159,496                  21%
(4 persons)
---------------------------------------- ------------------------ --------------

(1)  Former officer and director. 10,000,000 shares are held by BBX Service
     Corp., an entity Gordon Lee controls and 10,000,000 shares are held by
     American IDC Corp., an entity Gordon Lee controls. The Board of Directors
     of Bentley Commerce has voting control over all shares legally or
     beneficially by Gordon Lee.
(2)  An officer and director
(3)  Does not include common shares underlying options and warrants

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

Bentley also entered into an agreement with BBX Services, Inc. for management
consulting services rendered from January 2003 to June 2003. Compensation was
$30,000.00 per month, payable in cash or restricted common stock. Gordon Lee, an
officer and director of Bentley is also an officer, the sole director and a
controlling shareholder of BBX Services, Inc. This contract was terminated on
June 1, 2004, when Gordon Lee resigned as an officer of Bentley.

On October 26, 2003, Bentley entered into a software license agreement with
Intertrade Capital Group, Ltd. for its VirtualBarter 3.0 trade marketplace and
trade exchange management software and its BarterPro corporate trade transaction
management software. Bentley issued a total of 5,000,000 shares of restricted
common stock to Bruce Kamm and Melinda Houser in exchange for the software
license. Bruce Kamm, the CEO of Bentley Commerce is the sole director and
controlling shareholder of Intertrade Capital Group, Ltd.

On February 20, 2004, Bentley entered into an exclusive agency agreement with
Intertrade Capital Group, Ltd. to develop and manage its broker network and to
facilitate and manage its corporate trade business, related transactions and to
provide Bentley clients access to its commercial and industrial buying
consortium. Bruce Kamm, the CEO of Bentley Commerce is the sole director and
controlling shareholder of Intertrade Capital Group, Ltd.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

a) Financial Statements and Schedules. The following financial statements and
schedules for Bentley as of June 30, 2004 are filed as part of this report.

         (1) Financial statements of Bentley Commerce Corporation and
subsidiaries.

         (2) Financial Statement Schedules:

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


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<PAGE>

         (3)      Exhibits

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

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

3.1      Articles of Incorporation of the Registrant (1)

3.2      By-laws of the Registrant (1)

3.3      Articles of Amendment to Articles of Incorporation of Bentley
         Communications Corp. (2)

10.1     Internet/Website Consulting Agreement with American IDC Corp.

10.2     Agreement with BBX Services Corp.

10.3     August 2002 Non-Qualified Stock & Stock Option Plan 3)

10.4     October 2002 Non-Qualified Stock & Stock Option Plan (4)

10.5     January 2003 Non-Qualified Stock & Stock Option Plan (5)

10.6     June 2003 Non-Qualified Stock & Stock Option Plan (6)

23.1     Consent of Russell Bedford Stefanou Mirchandani LLP

23.2     Consent of Russell Bedford Stefanou Mirchandani LLP

23.3     Consent of Russell Bedford Stefanou Mirchandani LLP

31.1     Certification of the Chief Executive Officer of Bentley Commerce
         Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification of the Chief Financial Officer of Bentley Commerce
         Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of the Chief Executive Officer and Chief Financial
         Officer of Bentley Commerce Corp. pursuant to Section 906 of the
         Sarbanes Oxley Act of 2002

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

         (2) Previously filed as an exhibit to the Company's Form 10-KSB dated
June 30, 2002

         (3) Filed with the Company's Form S-8, filed August 22, 2002 (File No.
333-98569) and incorporated by reference herein

         (4) Filed with the Company's Form S-8, filed October 28, 2002 (File No.
333-100774) and incorporated by reference herein

         (5) Filed with the Company's Form S-8, filed March 17, 2003 (File No.
333-103884) and incorporated by reference herein

         (6) Filed with the Company's Form S-8, filed June 18, 2003 (File No.
333-106243 and incorporated by reference herein

(B) Reports on Form 8-K.

Date of Report on May 27, 2004, Items 2 and 7. Acquisition or Disposition of
Assets; Financial Statements and Exhibits

Date of Report on June 28, 2004, Items 5 and 6. OTHER EVENTS AND REGULATION FD
DISCLOSURE; RESIGNATIONS OF REGISTRANT'S DIRECTORS.


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<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

We were billed $45,429 for the fiscal year ended June 30, 2003 and $53,900 for
the fiscal year ended June 30, 2004, 2003, for professional services rendered by
the principal accountant for the audit of the our annual financial statements,
the review of our quarterly financial statements, and other services performed
in connection with our statutory and regulatory filings. These services also
included updating the audits for our registration statement and review of the
quarterly financial statements of the Company's acquiree.

AUDIT RELATED FEES

There were no audit related fees for the fiscal years ended June 30, 2003 and
2004. Audit related fees include fees for assurance and related services
rendered by the principal accountant related to the audit or review of our
financial statements, not included in the foregoing paragraph.

TAX FEES

There were no tax fees for the fiscal years ended June 30, 2004 and 2003. Tax
fees include fees for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning.

ALL OTHER FEES

There were no other professional services rendered by our principal accountant
during the last two fiscal years that were not included in the above paragraphs.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

         The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

SIGNATURES

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

Date:  October 15, 2004                 BENTLEY COMMERCE CORP.

                                        By: /s/ Bruce Kamm
                                            ----------------------------
                                            CEO

                                        By: /s/ Robert Schumacher
                                            ----------------------------
                                            COO


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

Date: October 15 2004            /s/ Bruce Kamm               CEO, Director

Date: October 15 2004            /S/ Robert Schumacher        COO, Director


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