SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO ______
COMMISSION FILE NO. 000-31883
BENTLEYCAPITALCORP.COM INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
WASHINGTON 91-2022700
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO)
1150 MARINA VILLAGE PARKWAY, SUITE 103
ALAMEDA, CA 94501
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(510) 865-6412
ISSUER'S TELEPHONE NUMBER
AS OF MAY 19, 2003, THERE WERE 11,250,000 SHARES OF COMMON STOCK OUTSTANDING.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT | | YES |X| NO
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
BENTLEYCAPITALCORP.COM, INC
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TABLE OF CONTENTS
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PAGE
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Condensed Consolidated Balance Sheets - March 31, 2003 and December 31, 2002 F-1
Condensed Consolidated Statements of Operations for the three months ended
March 31, 2003 and 2002 F-2
Condensed Consolidated Statement of Cash Flows for the three months ended
March 31, 2003 and 2002 F-3
Notes to Condensed Consolidated Financial Statements F-4
BENTLEYCAPITALCORP.COM
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, DECEMBER 31,
2003 2002
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ASSETS
CURRENT ASSETS
Cash $ 4,663 $ 1,385
Accounts receivable, less allowance of $2,442 33,694 32,755
Inventory, net of reserve for obsolescence of $5,572 17,334 20,661
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TOTAL CURRENT ASSETS 55,691 54,801
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PROPERTY AND EQUIPMENT
Furniture and fixtures 4,670 4,670
Equipment and machinery 42,784 42,784
Leasehold improvements 1,886 1,886
Less: accumulated depreciation (7,762) (5,884)
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NET PROPERTY AND EQUIPMENT 41,578 43,456
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TOTAL ASSETS $ 97,269 $ 98,257
=================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 135,668 $ 127,638
Accrued expenses - 183
Deferred revenue 13,365 -
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TOTAL CURRENT LIABILITIES 149,033 127,821
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STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized
with a par value of $0.0001; no shares issued
or outstanding. - -
Common stock, 100,000,000 common shares
authorized with a par value of $0.0001;
11,250,000 shares issued and outstanding, 1,126 1,126
Additional paid in capital 509,331 491,440
Accumulated deficit (562,221) (522,130)
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TOTAL STOCKHOLDERS' DEFICIT (51,764) (29,564)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 97,269 $ 98,257
=================================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-1
BENTLEYCAPITALCORP.COM, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31 2003 2002
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SALES $ 63,726 $ 79,526
COST OF GOODS SOLD 35,928 73,028
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GROSS MARGIN 27,798 6,498
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OPERATING EXPENSES
General and administrative expenses 52,889 41,255
Fair value of officer services 15,000 15,000
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TOTAL OPERATING EXPENSES 67,889 56,255
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NET LOSS (40,091) (49,757)
==================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.02)
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BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 11,250,000 2,587,378
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The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-2
BENTLEYCAPITALCORP.COM, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31 2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(40,091) $(49,757)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 1,878 883
Fair value of officer services 15,000 15,000
Changes in operating assets and liabilities
Accounts receivable (939) 4,344
Inventory 3,327 1,714
Accounts payable 8,030 8,792
Accrued expenses (183) -
Deferred revenue 13,365 -
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 387 (19,024)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - (2,342)
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NET CASH USED IN INVESTING ACTIVITIES - (2,342)
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CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 2,891 14,125
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NET CASH PROVIDED BY FINANCING ACTIVITIES 2,891 14,125
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NET INCREASE (DECREASE) IN CASH 3,278 (7,241)
CASH AT BEGINNING OF PERIOD 1,385 12,618
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CASH AT END OF PERIOD $ 4,663 $ 5,377
=========================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-3
BENTLEYCAPITALCORP.COM, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATIONS
ORGANIZATION- Proton Laboratorie-s, LLC. (Proton) was incorporated on February
16, 2000 in the State of California. Proton did not begin its operations until
January 1, 2001. On January 1, 2001, Proton's sole owner contributed inventory
and property and equipment to the Company.
BentleyCapitalCorp.com Inc. (Bentley) was incorporated in the State of
Washington on March 14, 2000. The Company acquired a license to market and
distribute vitamins, minerals, nutritional supplements, and other health and
fitness products in the Province of British Columbia, Canada. The Company was in
the development stage.
On November 15, 2002, Proton entered into an Agreement and Plan of
Reorganization with Bentley whereby the Company merged with and into VWO I Inc.
(VWO), a wholly owned subsidiary of Bentley (the "Merger"). As a result of the
Merger, Proton's sole owner, Edward Alexander, exchanged 100% of his ownership
for 8,750,000 shares of Bentley common stock, par value $0.0001 per share.
Prior to the Merger, Proton's sole owner (Mr. Alexander) entered into a Stock
Purchase Agreement with certain shareholders of Bentley. Under the Stock
Purchase Agreement, Mr. Alexander purchased 8,750,000 shares of common stock of
Bentley from certain Bentley shareholders for $170,000. The 8,750,000 shares
Mr. Alexander acquired were canceled as part of the Merger. VWO I Inc. changed
its name to Proton Laboratorie-s, Inc. (Proton) as part of the Merger.
The Merger has been accounted for as the reorganization of Proton and the
acquisition of Bentley's assets using the purchase method of accounting. For
financial statement purposes Proton is considered the parent corporation but
maintains BentleyCapitalCorp.com, Inc as its business name and hereafter is
collectively referred to as the "Company".
BASIS OF PRESENTATION- Proton changed from an LLC to a corporation on November
15, 2002. The effect of the corporate status of the Company has been reflected
in the accompanying consolidated financial statements. The accompanying
financial statements have been restated to reflect the shares of common stock
acquired through the merger as though they had been issued on the dates capital
contributions were received from the majority owner of the Company, including
the fair value of services rendered and the acquisition of Bentley.
CONSOLIDATION POLICY- The accompanying consolidated financial statements reflect
the financial position of Proton as of March 31, 2003 and December 31, 2002.
The results of its operations include the activity of Proton for the three
months ended March 31, 2003 and 2002 and the activity of Bentley for the three
months ended March 31, 2003. All significant intercompany transactions have been
eliminated in consolidation.
CONDENSED FINANCIAL STATEMENTS - The accompanying unaudited condensed
consolidated financial statements include the accounts of BentleyCapitalCorp.com
and its subsidiary (the "Company"). These financial statements are condensed
and, therefore, do not include all disclosures normally required by accounting
principles generally accepted in the United States of America. These statements
should be read in conjunction with the Company's annual financial statements
included in the Company's December 31, 2002 Annual Report on Form 10-KSB. In
particular, the Company's significant accounting principles were presented as
Note 1 to the consolidated financial statements in that report. In the opinion
of management, all adjustments necessary for a fair presentation have been
included in the accompanying condensed consolidated financial statements and
consist of only normal recurring adjustments. The results of operations
presented in the accompanying condensed consolidated financial statements for
the three months ended March 31, 2003 are not necessarily indicative of the
results that may be expected for the full year ending December 31, 2003.
F-4
BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - BUSINESS CONDITION
The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
company has incurred net losses of $40,091 and $49,757 for the three months
ended March 31, 2003 and 2002, respectively. Cash provided by operations for the
three months ended March 31, 2003 was $387. The Company's revenues decreased
during 2003 and capital contributions were required from the Company's president
to fund operations.
The Company is currently in a start-up phase and working towards raising public
funds to expand its marketing and revenues. The Company has spent considerable
time in contracting with several major overseas corporations for the
co-development of enhanced antioxidant beverages for distribution into the
overseas markets. In addition, the Company is working with its Canadian
business associates to identify institutional businesses to market various
disinfection applications based upon functional water, pending government
approval.
The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient cash flows to meet its obligations on a timely
basis, to obtain additional financing as may be required, and ultimately to
attain profitable operations. However, there is no assurance that profitable
operations or sufficient cash flows will occur in the future.
NOTE 3 - CONTRIBUTED CAPITAL
During the three months ended March 31, 2003, the president contributed $2,890
in cash to the Company. In addition, during the three months ended March 31,
2003, the president did not receive any amounts related to his salary. The
Company determined that the fair value of the president's services during the
three months ended was $15,000. Thus the Company recorded a salary expense and
contributed capital of $15,000 during the three months ended March 31, 2003.
F-5
Item 2. Management's Discussion and Analysis
FORWARD-LOOKING STATEMENT
Certain statements contained in this report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar import, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, of to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. We disclaim any obligation to update any such
factors or to announce publicly the results of any revision of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments. In addition to the forward-looking
statements contained in this Form 10-QSB, the following forward-looking factors
could cause our future results to differ materially our forward-looking
statements: competition, funding, government compliance and market acceptance of
our products.
INTRODUCTION
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the audited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-QSB. The accompanying consolidated financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate our continuation as
a going concern.
Our independent auditors made a going concern qualification in their report
dated March 20, 2003, which raises substantial doubt about our ability to
continue as a going concern. Our revenue decreased during 2002 and capital
contributions were required from our president to fund operations. These
conditions raise a substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should we be unable to
continue in existence. Our ability to continue as a going concern is dependent
upon our ability to generate sufficient cash flows to meet our obligations on a
timely basis, to obtain additional financing as may be required, and ultimately
to attain profitable operations. However, there is no assurance that profitable
operations or sufficient cash flows will occur in the future.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires the us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. These estimates and assumptions provide a basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions, and these differences may
be material.
We recognize revenue when all four of the following criteria are met: (i)
persuasive evidence that an arrangement exists; (ii) delivery of the products
and/or services has occurred; (iii) the selling price is both fixed and
determinable and; (iv) collectibility is reasonably probable. Our revenues are
derived from sales of
industrial, environmental and residential systems which alter the properties of
water to produce functional water. We believe that this critical accounting
policy affects our more significant judgments and estimates used in the
preparation of our consolidated financial statements.
Our fiscal year end is December 31.
RESULTS OF OPERATIONS
We had revenue of $63,726 for the quarter ended March 31, 2003, compared to
revenue of $79,526 for the quarter ended March 31, 2002.
We had a net loss of $40,091 for the quarter ended March 31, 2003, compared
to a net loss of $49,757 for the quarter ended March 31, 2002.
Cash provided by operating activities was $387 for the quarter ended March
31, 2003, compared to cash used in operating activities $19,024 for the quarter
ended March 31, 2002.
We devoted a significant amount of time during year ended December 31, 2002
and the quarter ended March 31, 2003 to completing our acquisition of Proton
Laboratories. A substantial amount of legal and accounting fees were incurred
in the acquisition and merger of Proton into our subsidiary and the required
filings with the Securities and Exchange Commission related to the merger. The
merger activity significantly contributed to our net loss in the quarter ended
March 31, 2003.
We are currently seeking funds to expand our marketing and revenues. We
have spent considerable time in contracting with several major overseas
corporations for the co-development of enhanced antioxidant beverages for
distribution into the overseas markets. We are working with Canadian business
associates to identify institutional businesses to market various disinfection
applications based upon functional water, pending government approval.
PLAN OF OPERATION
During the period from March 14, 2000 through November 15, 2002, we did not
engage in significant operations other than organizational activities,
acquisition of the rights to market the products of Vitamineralherb.com, Inc.,
the preparation for registration of our securities under the Securities Act of
1933, as amended, and capital raising. No revenues were received by us during
that period.
Since our acquisition of Proton Laboratories in November 2002, our business
has been focused on marketing functional water equipment and systems.
Alkaline-concentrated functional water may have health-beneficial properties and
may be used for drinking and cooking purposes. Acidic-concentrated functional
water may be used as a topical, astringent medium. We may become active in
marketing Vitamineralherb.com products in the future if the licensor,
Vitamineralherb.com, Inc., establishes an active
e-business web site
LIQUIDITY
As of March 31, 2003, we had cash on hand of $4,663. Our growth is
dependent on attaining profit from our operations, or our raising additional
capital either through the sale of stock or borrowing. There is no assurance
that we will be able to raise any equity financing or sell any our products at a
profit.
During the three months ended March 31, 2003, our President contributed
$2,890 in cash to us. During the three months ended March 31, 2003, our
President did not receive any amounts related to his salary. We determined that
the fair value of our President's services during these three months was $15,000
and we recorded a salary expense and contributed capital of $15,000 during the
three months ended March 31, 2003.
Item 3. Controls and Procedures.
Edward Alexander, our Chief Executive Officer and Chief Accounting Officer,
has concluded that our disclosure controls and procedures are appropriate and
effective. He has evaluated these controls and procedures as of a date within
90 days of the filing date of this report on Form 10-QSB. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
99.1 Certification
99.2 Certification
(b) Reports on Form 8-K.
On April 1, 2003, we filed a Form 8-K Amendment
Number 1 reporting Item 7 Financial Statements.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BENTLEYCAPITALCORP.COM, INC.
Date: May 20, 2003 (signed)______________________
By: /s/ Edward Alexander
Edward Alexander
Chief Executive Officer,
Director, President, and
Chief Accounting Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Edward Alexander, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
BENTLEYCAPITALCORP.COM INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
(signed)____________________
Edward Alexander
/s/ Edward Alexander
Chief Executive Officer
CERTIFICATION OF CHIEF ACCOUNTING OFFICER
I, Edward Alexander, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
BENTLEYCAPITALCORP.COM INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
(signature)_____________________________
Edward Alexander
/s/ Edward Alexander
Chief Accounting Officer