Edgar Filing: BENTLEY CAPITAL CORP COM INC

This prospectus is filed pursuant to Rule 424(b)(4).

File Number 333-108186

PROSPECTUS

BENTLEYCAPITALCORP.COM INC.
1150 Marina Village Parkway, Suite 103
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385

2,986,000 Shares of Common Stock

This prospectus relates to the sale of up to 2,986,000 shares of our common
stock by Selling Stockholders. We will not receive proceeds from the sale of
our shares by the Selling Stockholders.

There is no market for the common stock. Our common stock has no trading
symbol. We have no market maker.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS PROSPECTUS
BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this Prospectus is September 3, 2003.

TABLE OF CONTENTS

Page

Available Information 6
Prospectus Summary 6
Risk Factors 7
Information Regarding Forward-Looking Statements 11
Use of Proceeds 11
Description of Business 12
Description of Property 20
Financial Statements 20 and F-1
Management's Discussion and Analysis 21
Market for Common Equity and Related Stockholder Matters 24
Directors, Executive Officers, Promoters and Control Persons 25
Executive Compensation 27
Security Ownership of Certain Beneficial Owners and Management 28
Certain Relationships and Related Transactions 28
Description of Securities 29
Selling Stockholders 31
Plan of Distribution 34
Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 36
Legal Proceedings 37
Interest of Named Experts and Counsel 37
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 37

AVAILABLE INFORMATION

We are currently subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). We file periodic
reports, proxy materials and other information with the Securities and Exchange
Commission (the "Commission"). In addition, we will furnish stockholders with
annual reports containing audited financial statements certified by our
independent accountants and interim reports containing unaudited financial
information as it may be necessary or desirable. We will provide without charge
to each person who receives a copy of this prospectus, upon written or oral
request, a copy of any information that is incorporated by reference in this
prospectus (not including exhibits to the information that is incorporated by
reference unless the exhibits are themselves specifically incorporated by
reference). Such request should be directed to: Edward Alexander, Chief
Executive Officer, BentleyCapitalCorp.com Inc., 1150 Marina Village Parkway,
Suite 103, Alameda, California 94501, tel. (510) 865-6412, fax: (510) 865-9385.
Our Web site is www.protonlabs.com.

We have filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
securities offered by this prospectus. This prospectus does not contain all of
the information set forth in the Registration Statement, parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to us and this offering, reference is made to
the Registration Statement, including the exhibits filed therewith, that may be
inspected without charge at the public reference room maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, tel.
1-800-SEC-0330. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

The Web site of the Commission is www.sec.gov that contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the Commission. Visitors to the Commission's Web site may
access such information by searching the EDGAR database.

PROSPECTUS SUMMARY

References to us in this prospectus include BentleyCapitalCorp.com Inc.
("Bentley") and our wholly-owned subsidiary, Proton Laboratories, Inc.
("Proton").

Our Board of Directors authorized a common stock dividend in November 2002
whereby each stockholder received an additional four shares for each one share
held. This had the same effect as a 5:1 forward stock split. All of the
information in this prospectus has been adjusted to reflect the stock dividend.

Bentley was incorporated in the State of Washington on March 14, 2000. In
November 2002, we acquired Proton, a distributor of functional water systems.
Proton itself commenced business in 2001 and is now our wholly-owned subsidiary.
Our Web site is www.protonlabs.com.

We also own a license from a company named Vitamineralherb.com to market
and distribute vitamins, minerals, nutritional supplements, and other health and
fitness products via direct marketing and the Internet in the Province of
British Columbia, Canada. The Web site of Vitamineralherb.com is
www.vitamineralherb.com. We have not yet attempted to renew the license. Other
than having the license, we have not conducted any business related to
Vitamineralherb.com.

Prior to our November 2002 acquisition of Proton, we were a development
stage company. Our acquisition of Proton brought with it material revenues,
expenses and losses. Our growth is dependent on attaining profit from our
operations and our raising capital through the sale of stock or debt. There is
no assurance that we will be able to raise any equity financing or sell any of
our products at a profit.

Our functional currency is the U.S. dollar.

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.

RISK FACTORS

You should carefully consider the following risk factors before purchasing
our common stock. The risks and uncertainties described below are not the only
ones we face. There may be additional risks and uncertainties that are not
known to us or that we do not consider to be material at this time. If the
events described in these risks occur, our business, financial condition and
results of operations would likely suffer. This prospectus contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements. This section discusses the business risk factors
that might cause those differences.

OUR PAST LOSSES RAISE DOUBTS ABOUT OUR ABILITY TO OPERATE PROFITABLY OR CONTINUE
AS A GOING CONCERN.

We have experienced substantial operating losses. For the year ended
December 31, 2002, we had a net loss of $411,191. For the year ended December
31, 2001, we had a net loss of $110,939. For the six months ended June 30,
2003 we had a net loss of $54,455. For the quarter ended June 30, 2003 we had a
net loss of $14,364. Our accumulated deficit at December 31, 2002 was $522,130.
Our accumulated deficit at June 30, 2003 was $576,585.

We expect to incur significant operating losses until product sales
increase. We will also need to raise sufficient funds to finance our
activities. We may not be able to achieve or sustain profitability. 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. These factors raise substantial doubt about our ability to
continue as a going concern.

OUR EXPECTED FUTURE LOSSES RAISE DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN UNLESS WE CAN RAISE CAPITAL.

Future events, including the problems, delays, expenses and difficulties
encountered by us, may lead to increased costs that could make it difficult for
us to succeed. To raise additional capital, we may sell additional equity
securities, or accept debt financing or obtaining financing through a bank or
other entity. There is no limit as to the amount of debt we may incur.
Additional financing may not be available to us or may not be available on terms
acceptable to us. If additional funds are raised through the issuance of
additional stock, there may be a significant dilution in the value of our
outstanding common stock.

WE MAY NOT BE ABLE TO RAISE THE REQUIRED CAPITAL TO CONDUCT OUR OPERATIONS.

We may require additional capital resources in order to conduct our
operations. We expect that our available cash and contributions from our
President will be sufficient to finance our planned activities through the end
of 2003. If we cannot obtain additional funding prior to the end of 2003, we
may make reductions in the scope and size of our operations. In order to grow
and expand our business, and to introduce our products to the marketplace, we
will need to raise additional funds.

LACK OF INDUSTRIAL AND CONSUMER ACCEPTANCE OF FUNCTIONAL WATER WOULD IMPAIR OUR
BUSINESS.

We sell equipment that makes functional water. The current market for
industrial and consumer funtional water equipment is small in the U.S.A. We
must increase market acceptance of functional water in order to be successful.
We do not know if the products we sell will receive market acceptance at a level
that would allow us to operate profitably.

FAILURE OF THIRD PARTIES TO MANUFACTURE FUNCTIONAL WATER EQUIPMENT WOULD IMPAIR
OUR SALES ACTIVITIES.

During the year ended December 31, 2002, our purchases from four vendors
accounted for 96% of our total purchases. During the year ended December 31,
2001, purchases from one vendor accounted for 29% of our total purchases. We
believe that the loss of these vendors would have a negative impact on us. We
might not be able to obtain alternate sources of functional water equipment if
we could not buy from the four vendors. If any of our four key manufacturers or
suppliers fails to supply us with product, then we would not be able to generate
revenue from sales of functional water equipment.

GIVEN OUR LIMITED SALES AND MARKETING CAPABILITIES, WE NEED TO DEVELOP
COLLABORATIVE RELATIONSHIPS TO SELL, MARKET AND DISTRIBUTE OUR PRODUCTS.

We have a limited ability to conduct sales, marketing and distribution
because we only have three employees. We intend to increase our sales and
marketing ability through collaborative relationships with other companies with
established sales, marketing and distribution capabilities. Our inability to
develop and maintain those relationships would limit

our ability to market, sell and distribute our products. Our inability to enter
into successful, long-term relationships could require us to develop alternate
arrangements.

IF WE DO NOT KEEP PACE WITH OUR COMPETITORS AND WITH TECHNOLOGICAL AND MARKET
CHANGES, OUR PRODUCTS MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER.

The market for our products is competitive and could be subject to rapid
technological changes. We believe that there are potentially many competitive
approaches being pursued, including some by private companies for which
information is difficult to obtain. Many of our competitors have significantly
greater resources, more product candidates and have developed product candidates
and processes that directly compete with our products. Our competitors may have
developed, or could in the future develop, new technologies that compete with
our products or even render our products obsolete. To the extent that others
develop new technologies that address the applications for functional water, our
business will suffer.

THE SHARES AVAILABLE FOR SALE BY THE SELLING STOCKHOLDERS COULD SIGNIFICANTLY
REDUCE THE MARKET PRICE OF OUR COMMON STOCK.

A total of 2,986,000 shares of our common stock are being registered for
resale under this prospectus. The market price of our common stock (if a public
market exists) could drop if a substantial amount of these shares are sold in
the public market. A drop in the market price will reduce the value of your
investment.

SELLING STOCKHOLDERS MAY SELL SECURITIES AT ANY PRICE OR TIME WHICH COULD REDUCE
THE MARKET PRICE OF OUR COMMON STOCK.

After effectiveness of this prospectus, the Selling Stockholders may offer
and sell their shares at a price and time determined by them. The timing of
sales and the price at which the shares are sold by the Selling Stockholders
could have an adverse effect upon the public market, if any, for our common
stock.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO
SO IN THE FUTURE, A PURCHASER OF OUR STOCK WILL ONLY REALIZE A GAIN ON HIS
INVESTMENT IF THE MARKET PRICE OF OUR COMMON STOCK INCREASES.

We have never paid, and do not intend, to pay any cash dividends on our common
stock. Therefore an investor in this offering, in all likelihood, will only
realize a profit on his investment if the market price of our common stock
increases in value.

BECAUSE SHARES OF OUR COMMON STOCK WILL MOST LIKELY TRADE UNDER $5.00 PER SHARE,
THE APPLICATION OF THE PENNY STOCK REGULATION COULD ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK AND MAY AFFECT THE ABILITY OF HOLDERS OF OUR COMMON
STOCK TO SELL THEIR SHARES.

Our securities may be considered a penny stock. Penny stocks generally are
securities with a price of less than $5.00 per share other than securities
registered on national securities

exchanges or quoted on the Nasdaq stock market, provided that current price and
volume information with respect to transactions in such securities is provided
by the exchange or system. Our securities may be subject to penny stock rules
that impose additional sales practice requirements on broker-dealers who sell
penny stock securities to persons other than established customers and
accredited investors. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
penny stock securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the penny stock rules require the delivery, prior
to the transaction, of a disclosure schedule prescribed by the Commission
relating to the penny stock market. The broker-dealer also must disclose the
sales commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Monthly statements
must be sent by the broker-dealer disclosing recent price information on the
limited market in penny stocks. The penny stock rules may restrict the ability
of broker-dealers to sell our securities and may have the effect of reducing the
level of trading activity of our common stock in the public market, if any.

THERE HAS BEEN NO PRIOR MARKET FOR OUR SECURITIES AND A PUBLIC MARKET FOR OUR
SECURITIES MAY NOT DEVELOP OR BE SUSTAINED.

There is not now, and there has never been a public trading market for our
common stock, nor a trading symbol. We have never had a market maker. In 2003,
a broker-dealer submitted a Form 211 and an accompanying Form 15c2-11 to the
National Association of Securities Dealers ("NASD") Over The Counter Bulletin
Board ("OTCBB") compliance department in order to become our market maker.
However, the NASD informed the broker-dealer that, in the NASD's opinion, our
IPO in 2000 might have been deficient in that it could be interpreted as a blank
check offering rather than the offering of a development stage company in the
consumer nutritional supplement and health products business. Although the NASD
told us that the NASD never rejects a Form 211, we believe that the NASD's
comments dissuaded the broker-dealer from being our market maker, and the
broker-dealer withdrew the Form 211. We disagree with the NASD's analysis about
us being a blank check IPO in 2000. It is our position that in 2000 we were a
development stage company in the specific business of consumer nutritional
supplements and health products. As a result of our conversations with the
NASD's OTCBB compliance department, we concluded that we could put the NASD's
objections to rest by filing a new Registration Statement covering the same
shares that were previously registered in our IPO in 2000. This prospectus
includes the same shares as were in our IPO in 2000 and some other shares that
we have issued since then in private transactions. However, it is possible that
we may not be able to obtain a market maker even after this offering. Without a
market maker there can be no public trading market for our stock. If an active
public market for our securities is not developed or sustained after this
offering, the market price of our securities may fall or may fail to materialize
at all. If this happens you may lose part or all of the value of your
investment. Without an active public market in our stock, there will be limited
liquidity and it may be hard to sell the stock you own.

WHEN, IF AND AS OUR COMMON STOCK STARTS TRADING IN A PUBLIC MARKET, THE STOCK
PRICE MAY NOT INITIALLY, NOR OVER TIME, REFLECT OUR TRUE VALUE.

The market price of our common stock may not accurately reflect the future value
of our stock in any market. Our stock price may fluctuate significantly. We do
not know what the value of our common shares will be in the future.

EDWARD ALEXANDER OWNS 73.4% OF OUR COMMON STOCK AND HE CONTROL US.

Mr. Alexander is our CEO and President. Mr. Alexander has the ability to
control substantially all matters submitted to our stockholders for approval,
including the election and removal of directors and any merger, consolidation,
takeover or other business combination involving us, and to control our
management and affairs. This may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control in an acquisition or
takeover.

OUR OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY AND HAVE INDEMNITY RIGHTS.

The State of Washington law, our Article of Incorporation and our By-Laws
provide that we may indemnify our officers and directors against losses or
liabilities which arise in their corporate capacity. The effect of these
provisions could be to dissuade lawsuits against our officers and directors.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus, including, without
limitation, statements containing the words "believes," "anticipates,"
"expects," and other words of similar import, are "forward-looking statements."
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to
be materially different from any future results, performance, or achievements
expressed or implied by forward-looking statements. Given these uncertainties,
readers are cautioned not to place undue reliance on forward-looking statements.
In addition to the forward-looking statements contained in this prospectus, the
following forward-looking factors could cause our future results to differ
materially from our forward-looking statements: market acceptance of our
products and our functional water technology, competition, funding and
government compliance.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock by the
Selling Stockholders. We will pay for the cost of registering the shares of
common stock in this offering.

DESCRIPTION OF BUSINESS

INTRODUCTION

Our only asset prior to the November 2002 acquisition of Proton was a
license from a company named Vitamineralherb.com to market vitamins, minerals,
nutritional supplements and other health and fitness products in the Province of
British Columbia, Canada, through the licensor's Web site
www.vitamineralherb.com. We will continue to attempt to establish a business
presence in this market which consists of medical practitioners, alternative
health professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness practitioners, school and other fund raising
programs and other similar types of customers. The license was acquired in
March 2000 for a term of three years with renewal rights. The annual license
fee was $500 for maintenance of the licensor's Web site. The licensor retains
50% of the profits. The license was written off to operations in fiscal 2000.
We have not attempted to renew the license yet. The Web site of
Vitamineralherb.com, www.vitamineralherb.com, has recently established an active
e-business Web site.

In June 2002, Michael Kirsh ("Kirsh"), our former majority stockholder
entered into a Stock Purchase Agreement with Mr. Alexander pursuant to which Mr.
Alexander acquired 7,500,000 shares owned by Kirsh. In addition, Mr. Alexander
acquired 1,250,000 shares owned by a former minority stockholder, Brian Gruson
("Gruson"). The total consideration paid by Mr. Alexander for the shares was
$170,000. Mr. Alexander borrowed money from the following individuals to
purchase the shares from Messrs. Kirsh and Gruson:

Lender Name Amount Borrowed By Mr. Alexander
---------------------------------------------------
Thomas Dizon $40,000
A. J. Moraes $40,000
Jean Wang $90,000

Each of these loans accrues interest at 7% per annum, and the maturity date
was extended to December 31, 2003. Mr. Alexander has not paid off any of these
loans. The current aggregate balance due on these loans is $181,900. These
loans are personal obligations of Mr. Alexander, and we are not responsible for
repaying these loans.

In November 2002, we entered into an Agreement and Plan of Reorganization
whereby Proton Laboratories, LLC, a California limited liability company
("Proton") merged with and into VWO I Inc., our wholly owned subsidiary (the
"Merger"). As a result of the Merger, Proton's sole owner, Edward Alexander,
exchanged 100% of his ownership of Proton for 8,750,000 shares of our common
stock, and we cancelled the similar amount of 8,750,000 shares of our common
stock that Mr. Alexander had purchased from Michael Kirsh and Brian Gruson in
June 2002 (in August 2003, Mr. Alexander, in a personal transaction, paid off a
personal debt of his by making an in-kind payment of 486,000 of his shares of
Bentley to his creditors).

VWO I Inc. changed its name to Proton Laboratories, Inc. as part of the
Merger. Proton itself was incorporated in February 2000 in the State of
California. Proton did not begin operations until January 2001 when Mr.
Alexander contributed inventory and property and equipment to Proton. Prior to
the Merger, Mr. Alexander entered into a Stock Purchase Agreement with Messrs.
Kirsh and Gruson.

Under the Stock Purchase Agreement, Mr. Alexander purchased 8,750,000
shares of common stock of Bentley from Kirsh and Gruson for $170,000. The
8,750,000 shares Mr. Alexander acquired pursuant to the Stock Purchase Agreement
were canceled as part of the Merger. Mr. Gruson is no longer a stockholder. Mr.
Kirsh owns 12,500 shares of our common stock as of the date of this prospectus.
The Merger was accounted for as the reorganization of Proton and the acquisition
of Bentley's assets for $170,000 using the purchase method of accounting. There
were no material assets or liabilities of Bentley at the time of the Merger. The
$170,000 paid by Mr. Alexander pursuant to the Stock Purchase Agreement has been
reflected as a loss on the acquisition of Bentley in the accompanying financial
statements (See page 16 and page F-1). For financial statement purposes Proton
is considered the parent corporation but maintains Bentley as its business name.
Proton was the accounting acquiror, and Bentley was the legal acquiror.

The consideration exchanged pursuant to the Merger was the result of arms
length negotiations between us and Proton. However, no appraisal was done. In
evaluating Proton as a candidate for the proposed Merger, we used criteria such
as the value of the assets of Proton, Proton's current business operations and
anticipated operations, and Proton's business name and reputation. We determined
that the consideration for the Merger was reasonable.

Our executive offices are located at: BentleyCapitalCorp.com Inc., 1150
Marina Village Parkway, Suite 103, Alameda, California 94501, tel. (510)
865-6412, fax: (510) 865-9385. Our Web site is www.protonlabs.com.

OUR BUSINESS--THE BACKGROUND OF FUNCTIONAL WATER

We intend to continue the business of Proton, which includes marketing
residential and commercial "functional water systems." "Functional water" is
water that has been processed through an electrolytic ion separation process or
electrolysis process and has a wide array of functional properties due to its
unique characteristics. Proton's functional water systems restructure tap water
into one type of water that is alkaline in concentration and one type of water
that is acidic in concentration. We believe that the functional water systems
that we market will have applications in a large variety of industries, such as
agriculture, organic agriculture, food processing, medicine and dentistry, heavy
industry, mining, environmental clean-up and beverages. We also intend to
continue the vitamin distribution business through our Vitamineralherb.com
license. We believe that vitamins and functional water are complementary
products that might be marketed or used in conjunction with each another.

We are an exclusive importer and master distributor of the functional water
systems that are manufactured by Matsushita Electric Corporation of America. We
utilize functional water intellectual property under licensing agreements. We
supply consumer products related to

functional water. We consult on projects utilizing functional water. We
facilitate knowledge between the manufacturer and industry, and we act as
educators about the benefits of functional water. We are a provider of systems
that produce functional water (also called "electrolyzed water" or "functional
electrolyzed water"). Functional water is water that has been restructured
through the process of electrolysis. Electrolysis forces a separation to occur
in the electrolytes that are present in the water molecules. Through the
process of creating functional water, regular tap water can be restructured into
two separate types of water. For instance, tap water can be restructured into
one type of water that is alkaline in concentration and one type of water that
is acidic in concentration.

We believe that water with these unique properties is desirable for a
number of reasons. Water with smaller clusters of molecules has a lower surface
tension. With a lower surface tension, water may have improved hydrating,
permeating and solubility properties. Collectively, these properties may
enhance the overall functional effectiveness of water. The separation of the
alkaline and acidic properties found in water provides the water with functional
abilities. For example, functional acidic water has disinfecting abilities to
meet a wide array of disinfecting requirements in food processing procedures,
and functional alkaline water makes an excellent drinking water due to improved
hydration.

Functional water may have applications in a variety of industries,
including agriculture, organic agriculture, food processing, medicine and
dentistry, dermatology, heavy industry, mining, environmental clean-up, product
formulations and beverages.

OUR BUSINESS--SYSTEMS AND MARKETS

We market functional water systems to the residential and commercial
markets. For the residential market, we market functional water systems that are
used to produce a health-beneficial, alkaline-concentrated drinking water. For
the commercial market, we market commercial-grade functional water systems that
are used in applications ranging from food preparation to hospital disinfection.
Other applications of our systems include agriculture, organic agriculture,
nutraceutical product formulations and heavy industrial uses. Our goal is to
take our functional water technology and market it throughout North America.

Our business model envisions us as: a supplier of technology for functional
water applications; a supplier of hardware for functional water systems; a
provider of intellectual property for functional water systems under licensing
agreements; a supplier of consumer functional water products; consultants to
industries requiring functional water; facilitators between Japanese functional
water manufacturers and U.S.A. industrial users; and educators of academia,
government and industry on the benefits of functional water.

OUR BUSINESS--SCIENCE

"Functional water" is a term that has been assigned to a new category of
water. Functional water is water that is processed through an electrolytic ion
separation or electrolysis process and has a wide array of functional properties
due to its unique characteristics. We believe the uses for this type of water
are far reaching, as new applications and uses for

functional water are being identified on an ongoing basis. Functional water has
applications in agriculture, organic agriculture food processing, hospitals,
dental clinics, dermatological procedures, heavy industry, mining, environmental
clean up, product formulations and beverages. Functional water systems are
capable of producing the following types of functional water:

Ionic-Structured Water. Ionic-structured water is electrolyzed drinking
----------------------
water that is alkaline-concentrated and utilizes smaller molecular clusters than
regular water for improved hydration and solubility. Ionic structured water is
smooth to the palate.

Electro-Structured Water. Electro-structured water is water that is
------------------------
anti-microbial in nature and may be effective against virus, bacteria, fungus
and spores. This water may have a wide array of disinfectant uses.

Derma-Structured Water. Derma-structured water is electrolyzed low pH water
----------------------
that has astringent and disinfecting properties and may have a wide array of
cosmetic, dermatological and post-plastic surgery applications that may minimize
infections and scarring and expedite healing.

FUNCTIONAL WATER RESEARCH IN ACADEMIA

The process to produce functional water was developed by Scottish inventor
Michael Faraday in Boston, Massachusetts in 1834. In 1929, the value of
electrolytic water separation to produce water with functional properties was
realized in Japan. Japanese researchers have since taken this process, created a
wide array of functional waters and have introduced this technology to food
processing, hospital disinfection, wound care, agriculture, organic agriculture
and food safety in Japan.

During recent years, functional water applications have been studied by
universities in the U.S.A. and Canada. For example, in a University of Georgia
study published in the Journal of Food Protection in 1999 entitled "Inactivation
of Escherichia coli O157:H7 and Listeria monocytogenes on Plastic Kitchen
Cutting Boards by Electrolyzed Oxidizing Water," the immersion of plastic
kitchen cutting boards in electrolyzed oxidizing water was found to be an
effective method for inactivating food-borne pathogens such as E. coli. Other
studies at the University of Georgia have looked at the efficacy of electrolyzed
oxidizing water for inactivating E. coli, Salmonella and Listeria and have
determined that such water may be a useful disinfectant. A University of Georgia
study entitled "Antimicrobial effect of electrolyzed water for inactivating
Campylobacter jejuni during poultry washing" demonstrated that electrolyzed
water was not only effective in reducing the populations of C. jejuni on
chicken, but also may be effective in the prevention of cross-contamination of
processing environments.

OUR BUSINESS--FUNCTIONAL WATER SYSTEMS

Residential Systems. The residential countertop, functional water systems
-------------------
produce water that scientists believe contains more wellness and
health-beneficial properties than regular tap water (see, "Electrolyzed-Reduced
Water Scavenges Active Oxygen Species and Protects DNA from Oxidative Damage,"
Biochemical and Biophysical Research Communications, Vol. 234,

No. 1, pp. 269-274 (1997); and, Hanaoka, K., "Antioxidant Effects Of Reduced
Water Produced By Electrolysis Of Sodium Chloride Solutions," 31 Journal of
Applied Electrochemistry 1307-1313 (2001)). Generally, the residential
countertop system sits next to the kitchen faucet, and through the use of a
diverter, allows tap water to be routed through the system. The water is then
processed through a charcoal filter where chlorine and sediments are removed.
The filtered water then proceeds to the electrolysis chamber that is made up of
electrodes and membranes. A positive and negative electrical charge is passed
through the electrodes. The minerals that are found in the filtered water are
attracted to opposite electrodes. For example, the alkaline minerals (minerals
with positive (+) properties that include calcium, magnesium, sodium, manganese,
iron and potassium) are attracted to the negatively charged (-) electrode. The
acidic minerals (minerals with negative (-) properties include nitric acid,
sulfuric acid and chlorine) are attracted to the positively-charged (+)
electrode. Through this mineral separation process, two separate types of water
are formed, which are water with alkaline-concentrated minerals, and water with
acidic-concentrated minerals. Each type of water is held in a separate chamber
in the residential countertop system. The alkaline-concentrated water may be
consumed for drinking and cooking purposes, while the acidic-concentrated water
may be used in a topical, astringent medium.

Commercial Systems. We are in preparation to market commercial functional
------------------
water systems to the food processing, medical and agricultural industries. The
system for the food processing industry includes: (1) a hand disinfectant system
for proper hand washing, and (2) an anti-microbial water production system for
general sterilization and disinfectant needs. We also intend to market similar
systems to the medical industry. For the agricultural industry, we intend to
sell functional water systems to organic food growers who desire to use
functional water to replace the use of pesticides, fungicides, herbicides and
chemical fertilizers. Our commercial functional water systems produce
approximately one gallon per minute of electrolyzed alkaline and acidic waters.
For the food processing industry, the alkaline water may be used as an effective
medium for removing pesticides from agricultural products, while the acidic
water may be used as anti-microbial water. For the hospital industry, the
alkaline water may be used as an effective medium in removing protein buildup
from surfaces, while the acidic water may be used as anti-microbial water. For
the organic agricultural industry, the alkaline water may be used for plant
growth and as a solid nutrient, while the acidic water may be used as a
substitute for fungicides, pesticides, herbicides and sporicides.

OUR BUSINESS--MARKETING STRATEGY

We believe that keys to our success are:

- To create a strong revenue basis through the sale of residential systems.
These sales may be made through independent distributors, network
marketing, infomercials, mail order, retail sales and direct sales
generated through word-of-mouth referrals.

- To create a strong revenue basis through the sale of disinfectant systems
to the food processing industry.

- To create a strong revenue basis through licensing agreements based upon a
wide array of applications for functional water that will be targeted to
specific industries. For example, electrolyzed water may be used in the
beverage industry to extract flavors from their natural sources, such as
extracting tea from tea leaves for use in bottled iced tea. Electrolyzed
water may also be used in the formulation of nutraceutical-type dietary
supplement products in the health-food and dietary supplement industries.

- To continue the development of functional water applications for industries
that are currently dependent upon chemicals as a processing medium.

In addition to the food processing, medical and agricultural markets, we
intend to develop market-driven applications for functional water, provide the
science to these applications, publish the developments in scientific and
industrial circulars and perform consulting functions to industries that can
benefit from functional water. We intend to hire engineers from Japan to
design, engineer and assemble prototypes of functional water systems that are
built for specific industrial needs. We believe that by performing these
functions ourselves, we will have all of the necessary tools to become a leading
provider of functional water technology.

OUR BUSINESS--GOVERNMENT REGULATIONS

Our functional water systems are or may be subject to regulation by a
variety of federal, state and local agencies, including the Consumer Product
Safety Commission and the Food and Drug Administration ("FDA"). Some of our
functional water systems, such as our hand disinfectant water unit, may be
subject to pre-market approval by the FDA under Title 21 of the Code of Federal
Regulations. Proton expects the approval process to take approximately 30-60
days, although there is no assurance that we will be able to comply.

Prior to submitting the hand disinfectant water unit to the FDA, however,
we intend to contract with a company familiar with a modern food safety
procedure known as Hazard Analysis and Critical Control Point ("HACCP"). HACCP
is a food safety procedure that focuses on identifying and preventing hazards
that could cause food-borne illnesses. We believe that complying with the HACCP
procedure may assist us in getting FDA approval, since the FDA generally
encourages retailers to apply HACCP-based food safety principles, along with
other recommended practices.

OUR BUSINESS--MARKETING AND DISTRIBUTION

We intend to develop systems for the following markets:

- Hand disinfection needs for the food processing, fast food, medical,
dental, personal care and general health care industries.

- Residential, countertop electrolysis systems.

Hand Disinfection. After we obtain FDA approvals for the hand disinfection
-----------------
system, we plan to introduce the device and what we believe to be its
operational simplicity, user-friendliness, high efficacy and affordability,
through industrial circulars where hand disinfection is of a primary concern.
We also intend to arrange with a leasing company to lease the hand disinfectant
system to the fast food industry. A large part of our marketing efforts will be
directed to educating our target markets about functional water. We plan to
write and publish articles through industrial media, disinfection forums, trade
shows and documentary-type films that may be aired through CNN, PBS and Voice of
America introducing a new and novel method for hand disinfection. We intend to
handle all inquiries through a toll-free number.

We plan to hire a public relations company that provides the news media with
documentary videos for the purpose of educating the public on the technology,
processes and applications that we market. The videos will cover the following
subjects:

- Use of functional electrolyzed water for food safety.

- Use of functional electrolyzed water for effective disinfection in
hospitals and clinical settings.

- Use of functional electrolyzed water for agriculture and organic
agriculture.

- Use of functional electrolyzed water as a wellness medium.

Residential Countertop Units. The first step towards the marketing and
----------------------------
distribution of residential countertop units is to develop a national product
distribution program through network marketing, mail order catalogs sales,
infomercials, independent distributor channels and word of mouth sales. Since
we understand that the demographics in these sales channels is predominately
composed of females in the age groups of 35-60, we intend to concentrate on this
market segment. The second step in the marketing and distribution of
residential countertop units is to introduce a simplified, lower price-point
system that will be introduced through retail outlets under a series of private
labels.

Commercial Systems. In addition to marketing the residential countertop
------------------
systems, we plan to develop marketing plans for commercial systems. We may enter
into agreements with companies to act as distributors of our functional water
systems. We may also grant exclusive rights to companies to use our systems in
specific industries for specific applications in exchange for royalties.

OUR BUSINESS--COMPETITION

Our competitors include several entry-level importers of systems from Japan
and Korea. We believe that we have several distinctive advantages over
entry-level distributors:

- We and our consultants, who are scientists, business people and advisers,
are individuals who have helped pioneer the understanding, documentation,
representation and structuring of the technology and its relevance to the
U.S.A. during the past nine-year period through various companies and
organizations. These consultants are the leaders in the U.S.A. in the
knowledge and representation of functional water.

- We have been able to create a strong platform of specialists to advance
functional water technology in the U.S.A., which would be difficult for
others to replicate due to our high level of focused commitment and
dedication.

- We have close working relationships with our Japanese counterparts which
have been developed and nurtured over the past ten-year period. These
members are highly respected within the Japanese electrolysis community and
attend annual conferences as invited speakers.

- We have excellent working relationships with the Japanese manufacturers and
we are often relied upon to provide international perspectives to be used
in the refinement of their scientific, design and engineering thought
processes to create products that will be accepted on a global basis.

- With our knowledge, experience and foresight into the electrolyzed water
industry, we are well-positioned to branch out on our own without reliance
on Japanese manufacturing, if necessary.

- We have strategically positioned ourselves as the "go to" organization for
technology, hardware and informational support for the public.

Although the majority of potential competitors are small resellers, the one
significant competitor that we have is named Hoshizaki U.S.A., which is an
established U.S.A.-based Japanese company that has a substantial market presence
in the areas of, and whose primary business is, refrigeration and icemakers. We
expect that we may face additional competition from new market entrants and
current competitors as they expand their business models, but we do not believe
that any real strong competitors are imminent for the foreseeable 3 to 4 year
period, other than Hoshizaki U.S.A.

To be competitive, we must assemble a strategic marketing and sales
infrastructure. Our success will be dependent on our ability to become a
formidable marketing and sales entity based upon the technology we have and our
ability to aggressively introduce this technology and its far-reaching benefits
through documentary videos and other methods of public relations.

OUR BUSINESS--CUSTOMERS AND VENDORS

Major Customer. During 2002, sales to one customer accounted for 14% of
--------------
total sales, and during 2001, sales to this customer accounted for 11% of total
sales. As of December 31, 2002, the amount due from this customer accounted for
23% of accounts receivable and as of December 31, 2001, the amounts due from
this customer accounted for 49% of accounts

receivable. We believe that the loss of this customer would have a negative
impact on us.

Major Vendor. During the year ended December 31, 2002, our purchases from
------------
four vendors accounted for 96% of our total purchases. During the year ended
December 31, 2001, purchases from one vendor accounted for 29% of our total
purchases. As of December 31, 2002, amounts due to the four vendors accounted
for 95% of accounts payable. As of December 31, 2001 amounts due to the one
vendor accounted for 82% of accounts payable. We believe that the loss of these
vendors would have a negative impact on us.

INTELLECTUAL PROPERTY

We plan to file patent applications for various functional water
applications or license their use from the patent holders. There can be no
assurance that our intellectual property rights, if any, will not be challenged,
invalidated or circumvented, or that any rights granted under our intellectual
property will provide competitive advantages to us. There can be no assurance
that our patent claims allowed on any future patents would be sufficiently broad
to protect our products.

EMPLOYEES

We currently have 3 full-time employees, of whom 2 are in management. None
of our employees are subject to a collective bargaining agreement. We believe
that our employee relations are good.

RECENT DEVELOPMENTS

In June 2003, we acted as a consultant to an industrial company for the
purposes of evaluating industrial uses for functional water. We received
$20,000 as a consulting fee for this project.

DESCRIPTION OF PROPERTY

We lease office space located at 1150 Marina Village Parkway, Suite 103,
Alameda, CA 94501, that is approximately 1,000 square feet and we lease storage
space, on a lease with monthly payments of approximately $2,303 per month, which
will increase by 4% annually until May 2005. Under this lease, we are required
to pay a percentage of the property taxes, insurance and maintenance. We
believe that our office and storage space is adequate for our current needs, and
that additional space is available to us at a reasonable cost, if needed.

FINANCIAL STATEMENTS

Our financial statements begin on page F-1.

MANAGEMENT'S DISCUSSION AND ANALYSIS

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 prospectus. The accompanying consolidated financial
statements have been prepared in conformity with accounting principles generally
accepted in the U.S.A., 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 in the
U.S.A. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. These estimates and
assumptions provide a basis for us to make judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Our
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 our 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.

During the period from March 14, 2000 through November 15, 2002, prior to
our acquisition of Proton November 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 and capital raising. No revenues were received by us
during that period. For the third quarter of 2002, we incurred a loss as a
result of expenses associated with setting up a business structure to begin
implementing our business plan.

In November 2002, we acquired Proton Laboratories, LLC, which is active in
the functional water business. This acquisition was reported in detail on our
Form 8-K for the event dated November 15, 2002 as filed with the Commission on
November 25, 2002. Proton is now our wholly-owned subsidiary and has been
renamed Proton Laboratories, Inc. 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 because Vitamineralherb.com has recently established an active e-business
Web site.

Our fiscal year end is December 31. Our functional currency is the U.S.
dollar.

RESULTS OF OPERATIONS--YEARS ENDED DECEMBER 31, 2002 AND 2001.

We had revenue of $303,734 in 2002 and revenue of $484,393 in 2001. We had
net losses of $411,191 for the year ended December 31, 2002 and net losses of
$110,939 for the year ended December 31, 2001.

Cash used in operations for the year ended December 31, 2002 was $138,755
and cash used in operations for the year ended December 31, 2001 was $9,692.

The Merger activity significantly contributed to our net loss in 2002. The
$411,000 loss reported for 2002 includes $170,000 related to the acquisition of
Proton and the Merger, approximately $80,000 for legal and accounting fees
related to the Merger, and $60,000 for compensation costs for officer services.
The merger activity significantly contributed to our net loss in the six months
and the quarter ended June 30, 2003.

We are currently seeking funds to expand our marketing efforts. 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. In June 2003, we acted
as a consultant to an industrial company for the purposes of evaluating
industrial uses for functional water. We received $20,000 as a consulting fee
for this project.

RESULTS OF OPERATIONS-SIX MONTHS ENDED JUNE 30, 2003 AND 2002.

We had revenue of $127,400 for the six months ended June 30, 2003, compared
to revenue of $157,546 for the six months ended June 30, 2002.

We had a net loss of $54,455 for the six months ended June 30, 2003,
compared to a net loss of $118,484 for the six months ended June 30, 2002.

Cash provided by operating activities was $5,669 for the six months ended
June 30, 2003, compared to cash used in operating activities $63,636 for the six
months ended June 30, 2002.

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

We had revenue of $63,674 for the quarter ended June 30, 2003, compared to
revenue of $78,020 for the quarter ended June 30, 2002.

We had a net loss of $14,364 for the quarter ended June 30, 2003, compared
to a net loss of $68,727 for the quarter ended June 30, 2002.

LIQUIDITY

As of December 31, 2002, we had cash on hand of $1,385. As of June 30,
2003, we had cash on hand of $7,054. 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 of our products at a profit.

During the years ended December 31, 2002 and 2001, our President did not
receive any amounts related to his salary. We determined that the fair value of
his services during 2002 and 2001 were $60,000 per year. We recorded a salary
expense and contributed capital of $60,000 during the years ended December 31,
2002 and 2001.

During the six months ended June 30, 2003, our President did not receive
any amounts related to his salary. During the six months ended June 30, 2003,
our President contributed his services and capital contributions to us. We
determined that the fair value of our President's services and capital
contributions during the six months ended June 30, 2003 was $30,000. We
recorded a salary expense and contributed capital of $30,000 during the six
months ended June 30, 2003.

FUTURE CAPITAL REQUIREMENTS

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
of our products at a profit.

Our future capital requirements will depend upon many factors, including
the following:

- The cost to acquire equipment to resell.

- The cost of sales and marketing our products.

- The rate at which we expand our operations.

- The results of our consulting business.

- The response of competitors.

OUR CUSTOMERS AND VENDORS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is not now, and there has never been a public trading market for our
common stock, nor a trading symbol. We will use our best efforts to seek an NASD
member broker-dealer firm to become our market maker so that our common stock
may be traded in a public trading market. In 2003, a broker-dealer submitted a
Form 211 and an accompanying Form 15c2-11 to the NASD in order to become our
market maker. However, the NASD informed the broker-dealer that, in the NASD's
opinion, our IPO in 2000 might have been deficient in that it could be
interpreted as a blank check offering rather than the offering of a development
stage company in the consumer nutritional supplement and health products
business. Although the NASD told us that the NASD never rejects a Form 211, we
believe that the NASD's comments dissuaded the broker-dealer from being our
market maker, and the broker-dealer withdrew the Form 211. We disagree with the
NASD's analysis about us being a blank check IPO in 2000. It

is our position that in 2000 we were a development stage company in the specific
business of consumer nutritional supplements and health products. As a result
of our conversations with the NASD's OTCBB compliance department, we concluded
that we could put the NASD's objection's to rest by filing a new Registration
Statement covering the same shares that were previously registered in our IPO in
2000. This prospectus includes the same 2,500,000 shares as were registered in
our IPO in 2000 and 486,000 shares of restricted stock held by three Selling
Shareholders. All of these shares are owned by the Selling Stockholders.

In 2002, all of the investors who purchased the 2,500,000 shares of
registered common stock in our IPO in the year 2000 (the "Former Shareholders")
sold or transferred their registered shares to Other Investors (the "Other
Investors"). Most of these Other Investors retained their shares and are our
Selling Stockholders. A few of the Other Investors sold or transferred their
shares in 2003 to additional Other Investors who are also our Selling
Stockholders. As a result of these sales and transfers by the Former
Shareholders and the Other Investors in 2002 and 2003, and as a result of the
Merger, our 104 current shareholders are completely different persons than our
year 2000 IPO shareholders, except for one person, our former majority
shareholder Michael Kirsh, who presently owns 12,500 shares of our registered
common stock (0.1% of our outstanding common stock) that he acquired in 2002
from five Former Shareholders. Mr. Kirsh does not own any other shares. In
August 2003, Mr. Alexander, in a personal transaction, paid off in full a
personal debt of his by making an in-kind payment of 486,000 of his shares of
Bentley to his creditors. These creditors are also Selling Shareholders.

As of August 21, 2003, we had 11,250,000 shares of common stock outstanding
held by 104 stockholders of record. We have not paid any cash dividends and we
do not expect to declare or pay any cash dividends in the foreseeable future.
Payment of any cash dividends will depend upon our future earnings, if any, our
financial condition, and other factors as deemed relevant by the Board of
Directors. We have no outstanding options, warrants, convertible securities or
convertible debt.

Our transfer agent is Holladay Stock Transfer, Inc., 2939 North 67th Place,
Scottsdale, Arizona 85251, tel. (480) 481 3940.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
EXECUTIVE OFFICERS AND DIRECTORS

NAME AGE POSITION
----------------------------------------------------------------------------
Edward Alexander 51 Director, Chief Executive Officer, Chief
Financial Officer, President and Secretary

Dick Wullaert 66 Director, Vice President and
Chief Technical Officer

Michael Fintan Ledwith 61 Director

Edward Alexander has been the owner and president of Proton Laboratories,
LLC since January, 2001. Proton introduced an electrolytic water separation
technology that has many uses in industry, product formulations and consumer
products. From January 1997 to July 1998, Mr. Alexander served as owner and
president of Advanced H2O, LLC. In July 1998, Mr. Alexander formed Advanced H2O,
Inc. to specialize in bottled water production. Mr. Alexander continues to serve
as a consultant to Advanced H2O, Inc. Prior to 1997, Mr. Alexander served as
General Manager, Tomoe Incorporated and held various positions with various
divisions of the U.S. Navy Resale System. In February 2002, the Securities and
Exchange Commission accepted a settlement offer from Mr. Alexander and imposed a
cease and desist order against Mr. Alexander from committing or causing any
violation or future violation of Section 10(b) of the Exchange Act and Rule
10b-5. This order was imposed in connection with a press release that Mr.
Alexander was persuaded to release about Proton (before Proton was acquired by
us) by a business associate whom Mr. Alexander trusted at the time.

Dr. Dick Wullaert is currently President of Bioguard Industries, Inc., a
small technical service company specializing in water and materials science
research. Dr. Wullaert provides technical services for the production (system
design, electrode development), use (disinfection, food processing, beverages,
nutraceuticals, agriculture, organic agriculture, etc.) and testing
(conventional and new) of functional water. He has held this position since
1994. Since 1997, he has also served as President of the Functional Water
Society of North America (FWSNA), a non-profit corporation dedicated to
promoting the technology and applications of functional water. He has developed
an extensive database of functional water technology and applications, organized
conferences on functional water in the U.S.A., and participated in Functional
Water Foundation Symposiums in Japan. From March 2000 to June 2001, he served as
Chief Technology Officer of Advanced H2O, Inc., where he was responsible for
research and development programs and the laboratory. From 1991 to 1999, he
served as Senior Materials Engineer of SAIC, an NRC program on the technical
basis for extending the license for dry cask storage of spent nuclear fuel. He
managed several projects on the electrochemical treatment of water, developed
new business in water technology and materials degradation, provided technical
support to DOE-HQ on materials, structural integrity and life extension issues,
and he represented NRC and DOE on national consensus committees. He received his
Ph.D. in Materials Science from Stanford in 1969.

Dr. Michael Fintan Ledwith has been retired for the past five years. He was
Professor of Systematic Theology at the Pontifical University of Maynooth in
Ireland from 1976 to 1994. He was later Dean of the Faculty, Head of Department
and Editor of "The Irish Theological Quarterly." He was later appointed as a
Consulting Editor of the renowned international review "Communio" and still
serves in that capacity. He was appointed Vice-President of the University in
1980, re-appointed in 1983, and was appointed President in 1985. He served as
Chairman of the Committee of Heads of the Irish Universities and was a Member of
the Governing Bureau of the European University Presidents' Federation (CRE). He
retired from his Professorship on September 30, 1996 and has since continued to
pursue his interest in research, writing, and lecturing in the field of
actualizing human potential. Since November 2001 he has been a partner in World
of Star Stuff, which markets whole food products.

COMMITTEES

We do not have any audit, nominating, or compensation committees of the
Board, or committees performing similar functions.

MEETINGS OF THE BOARD OF DIRECTORS

The current Board did not hold any meetings during the year ended December
31, 2002 and through 2003 to date. The board has acted by consent on occasion.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors and
persons who beneficially own more than 10% of the our common stock to file
reports of ownership and changes in ownership with the SEC. These reporting
persons also are required to furnish us with copies of all Section 16(a) forms
they file. Messrs. Alexander, Wullaert and Ledwith each filed one late Form 3.

EXECUTIVE COMPENSATION

The following table sets forth information as to our highest paid officers
and directors for our fiscal year ended December 31, 2002. No other
compensation was paid to any such officer or directors other than the
compensation set forth below.

SUMMARY COMPENSATION TABLE

----------------------- -----------------------------------
Annual Compensation Long Term Compensation
----------------------- -----------------------------------
Awards Pay-Outs
------------------------ ---------
Other Restricted Securities All
Annual Stock Under- Other
Name and Compen- Award(s) lying LTIP Compen-
Principal Year Salary Bonus sation Options/SARs Payouts sation
Position
$ $ $ $ # $ $
------------------------------------------------------------------------------------------------

Edward 2002 (1) 60,000 -0- -0- -0- -0- -0- -0-
Alexander, 2001 (1) 60,000 -0- -0- -0- -0- -0- -0-
CEO, CFO 2000 (2)

_______________
(1) Mr. Alexander did not receive any cash compensation. This amount was
determined to be the value of his services and was recorded as additional
paid in capital.
(2) Proton commenced business in 2001.

OUTSTANDING STOCK OPTIONS

We have not granted any options to purchase common stock and we do not have
any outstanding options to purchase common stock.

COMPENSATION OF DIRECTORS

Our directors do not receive cash compensation for their services as directors
or members of committees of the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As a result of the Merger, Mr. Alexander became the majority owner of our
common stock. The following table sets forth information concerning the number
of shares of common stock owned beneficially as of August 21, 2003, by: (i) each
person (including any group) known by us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors and executive
officers, and (iii) our officers and directors as a group. Unless otherwise
indicated, the stockholders listed possess sole voting and investment power with
respect to the shares shown.

Name Amount of Shares Class of Percentage
and Address Beneficially Owned Securities of Class
------------------------------------------------------------------------------

Edward Alexander
1150 Marina Village Parkway,
Suite 103
Alameda, Ca 94501 8,264,000 Common Stock 73.4%

Dick Wullaert
340 Old Mill Rd. #2
Santa Barbara, Ca 93110 -0- Common Stock -0-%

Michael Fintan Ledwith
6610 Churchill Rd. SE
Tenino, WA 98589 -0- Common Stock -0-%

Executive Officers & Directors
As A Group(3 Persons) 8,264,000 Common Stock 73.4%

We are not aware of any arrangements that could result in a change of
control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 2001, Edward Alexander contributed $30,731 of inventory and
$13,198 of property and equipment to us for commencement of the operations of
Proton. The inventory and property and equipment were recorded at Mr.
Alexander's basis due to the transaction being between related parties. In
addition, during the year ended December 31, 2002, Mr. Alexander contributed
$130,937 in cash to us. During the year ended December 31, 2001, Mr. Alexander
contributed $27,700 in cash to us. He originally received the inventory and
property and equipment through a severance agreement with a previous employer.

During the years ended December 31, 2002 and 2001, Mr. Alexander did not
receive any salary. However, we determined that the fair value of his services
during 2002 and 2001 was $60,000 per year. We recorded a salary expense and
contributed capital of $60,000 during the years ended December 31, 2002 and
2001. In connection with the Merger and the conversion of Proton from a limited
liability company into a corporation, these contributions were reclassified to
common stock and additional paid-in capital.

We entered into an Agreement and Plan of Reorganization, finalized and
closed in November 2002 whereby Proton Laboratories, LLC, a California limited
liability company ("Proton") merged with and into VWO I Inc., our wholly owned
subsidiary (the "Merger"). As a result of the Merger, Proton's sole owner,
Edward Alexander, exchanged 100% of his ownership of Proton for 8,750,000 shares
of our common stock. VWO I Inc. changed its name to Proton Laboratories, Inc. as
part of the Merger. Proton itself was incorporated in February 2000 in the State
of California. Proton did not begin operations until January 2001 when Mr.
Alexander contributed inventory and property and equipment to Proton. Prior to
the Merger, Mr. Alexander entered into a Stock Purchase Agreement with Kirsh and
Gruson. Under the Stock Purchase Agreement, Mr. Alexander purchased 8,750,000
shares of common stock of Bentley from Kirsh and Gruson stockholders for
$170,000. The 8,750,000 shares Mr. Alexander acquired from Kirsh and Gruson were
canceled as part of the Merger. The Merger was accounted for as the
reorganization of Proton and the acquisition of Bentley's assets for $170,000
using the purchase method of accounting. There were no material assets or
liabilities of Bentley at the time of the Merger. The $170,000 paid by Mr.
Alexander has been reflected as a loss on the acquisition of Bentley in the
accompanying financial statements (See page 16 and page F-1). For financial
statement purposes, Proton is considered the parent corporation but maintains
Bentley as its business name. Proton was the accounting acquiror, and Bentley
was the legal acquiror.

In March 20, 2000, our former majority stockholder, Michael Kirsh,
transferred to us his license to distribute the products of Vitamineralherb.com.
in exchange for 7,500,000 shares of our common stock and a promissory note for
$28,000. The license grants an exclusive right to

distribute Vitamineralherb.com products to health and fitness professionals in
British Columbia, Canada via the Internet.

DESCRIPTION OF SECURITIES

CAPITAL STOCK

The following description of our capital stock is a summary of the material
terms of our capital stock. Our authorized capital stock consists of
120,000,000 shares of which there are 100,000,000 shares of common stock having
a par value of $0.0001 per share and 20,000,000 shares of preferred stock having
a par value of $0.0001 per share. As of the date of this prospectus, there are
11,250,000 shares of common stock outstanding, and no shares of preferred stock
outstanding. The outstanding shares of common stock are validly issued, fully
paid and non-assessable.

The Articles of Incorporation do not permit cumulative voting for the
election of directors, nor do stockholders have any preemptive rights,
subscription or conversion rights to purchase shares in any future issuance of
our common stock.

The holders of common stock have the sole right to vote, except as
otherwise provided by law or by the Articles, including provisions governing any
preferred stock. Election of directors and other general stockholder action
requires the affirmative vote of a majority of shares represented at a meeting
in which a quorum is represented. The holders of more than 50% of such
outstanding shares common stock, voting for the election of directors, can elect
all of the directors to be elected, if they so choose, and, in such event, the
holders of the remaining shares will not be able to elect any other directors.

Subject to the rights, if any, of any outstanding shares of preferred
stock, if any, the holders of shares of common stock are entitled to dividends,
out of funds legally available therefore, when, if and as declared by the Board
of Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. Each outstanding share of common
stock entitles the holder thereof to one vote per share on all matters required
by law to be submitted to a vote of stockholders.

In the event of liquidation, dissolution or winding up of our affairs,
holders of common stock are entitled to receive, ratably, the net assets of
BentleyCapitalCorp.com Inc. available after payment of all creditors and any
preferential liquidation rights, if any, of any preferred stock, if any, then
outstanding.

All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of our common stock are issued, the relative interests of
existing stockholders may be diluted.

THE PENNY STOCK RULES

Our securities may be considered a penny stock. Penny stocks are
securities with a price of less than $5.00 per share other than securities
registered on national securities exchanges or quoted on the Nasdaq stock
market, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. Our
securities may be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell penny stock securities to
persons other than established customers and accredited investors. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of penny stock securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the "penny stock rules" require the delivery, prior to the transaction,
of a disclosure schedule prescribed by the Commission relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered representative and current quotations
for the securities. Monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. The "penny stock rules" may
restrict the ability of broker-dealers to sell our securities and may have the
effect of reducing the level of trading activity of our common stock in the
secondary market. The penny stock restrictions will not apply to our securities
when our market price is $5.00 or greater. The price of our securities may not
reach or maintain a $5.00 price level.

SELLING STOCKHOLDERS

The following table sets forth the name of each Selling Stockholder, the
number of shares of common stock offered by each Selling Stockholder, the number
of shares of common stock to be owned by each Selling Stockholder if all shares
were to be sold in this offering and the percentage of our common stock that
will be owned by each Selling Stockholder if all shares are sold in this the
offering. The shares of common stock being offered hereby are being registered
to permit public secondary trading and the Selling Stockholders may offer all,
none or a portion of the shares for resale from time to time.

--------------------------------------------------------------------------------------------
Name Shares Shares Shares Percentage
Of Owned Offered Owned Owned After
Selling Before For After Offering If All
Stockholder Offering Sale Offering Shares Are
Sold If All Shares
Are Sold
(1) (2) (2)
--------------------------------------------------------------------------------------------

Adam R. Alain 75,000 75,000 -0- 0%
Morgan L. Alain 75,000 75,000 -0- 0%
Natalie D. Alain 75,000 75,000 -0- 0%
Rod Alain 539,000 539,000 -0- 0%
Michelle Alexander 5,000 5,000 -0- 0%
Ted Alexander 17,000 17,00 -0- 0%
Vance Alexander 4,000 4,000 -0- 0%
Santiago Azpilicueta 6,000 6,000 -0- 0%
Kerry Basaraba 8,000 8,000 -0- 0%
Wendy Bates 2,000 2,000 -0- 0%
Birdsong , Inc. 4,000 4,000 -0- 0%
BNY Clearing Services LLC (3) 54,000 54,000 -0- 0%
Robert Browne 10,000 10,000 -0- 0%
Barbara J. Carmel 50,000 50,000 -0- 0%
Thomas Carmiciano 2,000 2,000 -0- 0%
Anne Cassidy 2,500 2,500 -0- 0%
William Christienson 4,000 4,000 -0- 0%
Reg Clements 2,000 2,000 -0- 0%
Tom Clements 2,000 2,000 -0- 0%
David Comunal 100,000 100,000 -0- 0%
Bruna Dalponte 10,000 10,000 -0- 0%
Stuart Davis 2,000 2,000 -0- 0%
Michael Demarest 4,000 4,000 -0- 0%
Thomas Dizon 216,000 216,000 -0- 0%
Kerri Douglas 2,500 2,500 -0- 0%
Patrick Doyle 75,000 75,000 -0- 0%

(continued)

(continued)
--------------------------------------------------------------------------------------------
Name Shares Shares Shares Percentage
Of Owned Offered Owned Owned After
Selling Before For After Offering If All
Stockholder Offering Sale Offering Shares Are
Sold If All Shares
Are Sold
(1) (2) (2)
--------------------------------------------------------------------------------------------
Kurt Duffens 150,000 150,000 -0- 0%
Eric R. Durand 10,000 10,000 -0- 0%
Robert Durand 10,000 10,000 -0- 0%
Ellis Ein 2,000 2,000 -0- 0%
Birgit Finstad 1,000 1,000 -0- 0%
Fiserv Securities Inc. (3) 14,000 14,000 -0- 0%
Stan Foster 3,000 3,000 -0- 0%
Marjo Geisbers 1,000 1,000 -0- 0%
Brendan Peters Georgeson 5,000 5,000 -0- 0%
Paul M. Georgeson 10,000 10,000 -0- 0%
Sheila George 4,000 4,000 -0- 0%
Marlene Goodman 150,000 150,000 -0- 0%
Jerry L. Graham 5,000 5,000 -0- 0%
Marion Grosjean 40,000 40,000 -0- 0%
Jean Handley 20,000 20,000 -0- 0%
Virginia Heinz 4,000 4,000 -0- 0%
Douglas Johnston 50,000 50,000 -0- 0%
Michael Kirsh 12,500 12,500 -0- 0%
Kris Kolt 10,000 10,000 -0- 0%
Christina Koo 20,000 20,000 -0- 0%
Carol Kounadis 2,000 2,000 -0- 0%
Jim Lawson 2,500 2,500 -0- 0%
Marjorie Layden 5,000 5,000 -0- 0%
Chi-Feng Lee 22,000 22,000 -0- 0%
Effie Ligon 15,000 15,000 -0- 0%
Stephen Martin 40,000 40,000 -0- 0%
McDonald Investments, Inc. (3) 30,000 30,000 -0- 0%
Darryl McPherson 60,000 60,000 -0- 0%
A. J. Campello Moraes 40,000 40,000 -0- 0%
Jane Mudry 5,000 5,000 -0- 0%
National Investor Services 6,000 6,000 -0- 0%
David Naughton 4,000 4,000 -0- 0%
Mike Norman 2,000 2,000 -0- 0%
Lars Olson 10,000 10,000 -0- 0%

(continued)

(continued)
--------------------------------------------------------------------------------------------
Name Shares Shares Shares Percentage
Of Owned Offered Owned Owned After
Selling Before For After Offering If All
Stockholder Offering Sale Offering Shares Are
Sold If All Shares
Are Sold
(1) (2) (2)
--------------------------------------------------------------------------------------------
Lief Olson 2,000 2,000 -0- 0%
Margaret Pei 1,000 1,000 -0- 0%
Jeanne Perez 250 250 -0- 0%
Pershing LLC (3) 50,000 50,000 -0- 0%
Will Peters 1,000 1,000 -0- 0%
Miranda M. Reynolds 10,000 10,000 -0- 0%
Howard Rosenthal 5,000 5,000 -0- 0%
Dolores Rudd 10,000 10,000 -0- 0%
Hannes Schick 10,000 10,000 -0- 0%
Cynthia Schorno 20,000 20,000 -0- 0%
Gail L. Schorno 10,000 10,000 -0- 0%
Joel Seidner (4) 12,500 12,500 -0- 0%
Christopher M. Sheedy 68,750 68,750 -0- 0%
Stanley Sherr 2,000 2,000 -0- 0%
Brian Simpson 5,000 5,000 -0- 0%
Starfire Inc. 20,000 20,000 -0- 0%
Wayne Steiger 2,000 2,000 -0- 0%
Alice Stone 5,000 5,000 -0- 0%
Li-Jung Sun 2,500 2,500 -0- 0%
Yukiko Takara 212,000 212,000 -0- 0%
Alfred Tavernier 9,000 9,000 -0- 0%
Stephen Tavernier 10,000 10,000 -0- 0%
Time's Investments 40,000 40,000 -0- 0%
Paula Wall 2,500 2,500 -0- 0%
Annie Wang 500 500 -0- 0%
David Chen Wang 2,000 2,000 -0- 0%
Jean Wang 120,000 120,000 -0- 0%
Judy Wang 5,000 5,000 -0- 0%
Wells Fargo Investments LLC (3) 114,000 114,000 -0- 0%
Brandy Wood 8,000 8,000 -0- 0%
Terry Wood 29,000 29,000 -0- 0%
Jon Yarlott 8,000 8,000 -0- 0%
Tim Yarlott 5,000 5,000 -0- 0%
Jonathan Yin 10,000 10,000 -0- 0%

(continued)

_______________

(1) To the best of our knowledge, no Selling Stockholder has a short position
in our common stock. To the best of our knowledge, no Selling Stockholder
that is a beneficial owner of any of these shares is a broker-dealer or an
affiliate of a broker-dealer (a broker-dealer may be a record holder).
Except as set forth below, no Selling Stockholder has held any position or
office, or has had any material relationship with us or any of our
affiliates within the past three years.

(2) Assumes no sales are transacted by the Selling Stockholder during the
offering period other than in this offering.

(3) We believe that this record owner may a broker-dealer, and that there is a
beneficial owner who is not a broker-dealer.

(4) Joel Seidner is our legal counsel for this offering.

PLAN OF DISTRIBUTION

The Selling Stockholders (of record ownership and of beneficial ownership)
and any of their pledgees, assignees, and successors-in-interest may, from time
to time, sell any or all of their shares of common stock on any stock exchange,
market, or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. There is no
assurance that the Selling Stockholders will sell any or all of the common stock
in this offering. The Selling Stockholders may use any one or more of the
following methods when selling shares:

- Ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers.

- Block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction.

- Purchases by a broker-dealer as principal and resale by the broker-dealer
for its own account.

- An exchange distribution following the rules of the applicable exchange.

- Privately negotiated transactions.

- Short sales or sales of shares not previously owned by the seller.

- An agreement between a broker-dealer and a Selling Stockholder to sell a
specified number of such shares at a stipulated price per share.

- A combination of any such methods of sale.

- Any other lawful method.

The Selling Stockholder may also engage in:

- Short selling against the box, which is making a short sale when the seller
already owns the shares.

- Buying puts, which is a contract whereby the person buying the contract may
sell shares at a specified price by a specified date.

- Selling calls, which is a contract giving the person buying the contract
the right to buy shares at a specified price by a specified date.

- Selling under Rule 144 under the Securities Act, if available, rather than
under this prospectus.

- Other transactions in our securities or in derivatives of our securities
and the subsequent sale or delivery of shares by the stock holder.

- Pledging shares to their brokers under the margin provisions of customer
agreements. If a Selling Stockholder defaults on a margin loan, the broker
may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder in amounts to be negotiated. If any
broker-dealer acts as agent for the purchaser of shares, the broker-dealer may
receive commission from the purchaser in amounts to be negotiated. We do not
expect these commissions and discounts to exceed what is customary in the types
of transactions involved.

The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be considered to be "underwriters" within the meaning
of the Securities Act for such sales. An underwriter is a person who has
purchased shares from an issuer with a view towards distributing the shares to
the public. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
considered to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration
of the shares in this offering. However, we will not pay any commissions or any
other fees in connection with the resale of the common stock in this offering.

If we are notified by a Selling Stockholder that they have a material
arrangement with a broker-dealer for the resale of the common stock, then we
would be required to amend the Registration Statement of which this prospectus
is a part, and file a prospectus supplement to describe the agreements between
the Selling Stockholder and the broker-dealer.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Since our inception and until 2002, Manning Elliott, Chartered Accountants,
Vancouver, British Columbia, had served as our independent accountant. Until
our change in control in 2002, our principal business operations were in
Vancouver, British Columbia, Canada. Our business operations moved to
California in 2002 in connection with our change of control and our acquisition
and Merger with Proton as our wholly-owned subsidiary. We determined that it
was no longer appropriate to use a Canadian accountant. On October 9, 2002, our
Board of Directors approved a change of accountants to be effective as of the
date of the Merger. Effective November 15, 2002, we dismissed Manning Elliott
and engaged Hansen, Barnett & Maxwell of Salt Lake City, Utah, as our
independent public accountants to audit our financial statements. Manning
Elliott's report on the financial statements for the fiscal years ended December
31, 2000 and December 31, 2001, did not contain an adverse opinion or disclaimer
of opinion, nor was it modified as to uncertainty, audit scope or accounting
principles. We believe, and have been advised by Manning Elliott, that it
concurs with such belief, that for the fiscal

years ended December 31, 2001 and December 31, 2000, and in the subsequent
periods through the date of dismissal, we and Manning Elliott did not have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Manning Elliott, would have caused it to make
reference in connection with its report on our financial statements to the
subject matter of the disagreement.

Manning Elliott furnish a letter addressed to the U.S. Securities and
Exchange Commission stating whether Manning Elliott agrees with the above
statements. This letter was submitted in our Form 8-K dated November 15, 2002
and filed with the Commission on November 25, 2002.

LEGAL PROCEEDINGS

We are not a plaintiff or defendant in any litigation, nor is any
litigation threatened against us.

INTEREST OF NAMED EXPERTS AND COUNSEL

Joel Seidner, Esq., Attorney At Law, 1240 Blalock Road, Suite 250, Houston,
Texas 77055, tel. (713) 461-2627 ext. 210, has acted as our legal counsel for
this offering. The validity of the shares offered by this prospectus has been
passed upon for BentleyCapitalCorp.com Inc. by Mr. Seidner. As of the date of
this prospectus, Mr. Seidner owns 12,500 shares of our common stock.

Our consolidated balance sheets as of December 31, 2002 and 2001, and the
consolidated statements of operations, stockholders' deficit, and cashflows, for
the years then ended, have been included in the registration statement on Form
SB-2 of which this prospectus forms a part, in reliance on the report of Hansen,
Barnett & Maxwell, independent certified public accountants, given on the
authority of that firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Washington Business Corporation Act at Title 23 RCW provides that we
shall indemnify our officers and directors and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that he or she is or was our
director or officer, against losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such proceeding.

However, the statutory indemnity does not apply to: (a) acts or omissions
of the director finally adjudged to be intentional misconduct or a knowing
violation of law; (b) unlawful distributions; or (c) any transaction with
respect to which it was finally adjudged that such director personally received
a benefit in money, property, or services to which the director was not legally
entitled.

Our Articles of Incorporation and By-Laws also state that we indemnify our
officers and directors and hold harmless each person who was, is or is
threatened to be made a party to or is otherwise involved in any threatened
proceedings by reason of the fact that he or she is or was our director or
officer, against losses, claims, damages, liabilities and expenses actually and
reasonably incurred or suffered in connection with such proceeding.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the forgoing provisions or otherwise, we have been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

FINANCIAL STATEMENTS

Our audited financial statements for the year ended December 31, 2002 begin on
page F-2.
Our unaudited financial statements for the six months and the quarter ended June
30, 2003 begin on page FF-1.

F-1

BENTLEYCAPITALCORP.COM, INC

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
AND
CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001

HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
BENTLEYCAPITALCORP.COM, INC.

F-2

BENTLEYCAPITALCORP.COM, INC
TABLE OF CONTENTS

PAGE

Report of Independent Certified Public Accountants F-4

Consolidated Balance Sheets - December 31, 2002 and 2001 F-5

Consolidated Statements of Operations for the years ended December 31, 2002 and 2001 F-6

Consolidated Statements of Stockholders' Equity (Deficit) for the year ended
December 31, 2002 and 2001 F-7

Consolidated Statement of Cash Flows for the year ended December 31, 2002 and 2001 F-8

Notes to Consolidated Financial Statements F-9

F-3

HANSEN, BARNETT & MAXWELL (801) 532-2200
A Professional Corporation Fax (801) 532-7944
CERTIFIED PUBLIC ACCOUNTANTS 5 Triad Center, Suite 750
Salt Lake City, Utah 84180
www.hbmcpas.com

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and the Stockholders
BentleyCapitalCorp.com, Inc. and subsidiaries

We have audited the consolidated balance sheets of BentleyCapitalCorp.com, Inc.
as of December 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2002 and 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 that 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
BentleyCapitalCorp.com as of December 31, 2002 and 2001, and the results of its
consolidated operations and its cash flows for the years ended December 31, 2002
and 2001, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has an accumulated deficit, has
suffered losses from operations and has negative working capital that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 20, 2003

an independent member of Member of AICPA Division of Firms
BAKER TILLY Member of SECPS
INTERNATIONAL

F-4

BENTLEYCAPITALCORP.COM, INC
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001

2002 2001
----------- -----------

ASSETS

CURRENT ASSETS
Cash $ 1,385 $ 12,618
Accounts receivable, less allowance of $2,442
and $1,800, respectively 32,755 25,089
Inventory, net of reserve for obsolescence of $5,572 20,661 65,441
----------- -----------

TOTAL CURRENT ASSETS 54,801 103,148
----------- -----------

PROPERTY AND EQUIPMENT
Furniture and fixtures 4,670 4,670
Equipment and machinery 42,784 11,512
Leasehold improvements 1,886 1,886
Less: accumulated depreciation (5,884) (2,352)
----------- -----------

NET PROPERTY AND EQUIPMENT 43,456 15,716
----------- -----------

TOTAL ASSETS $ 98,257 $ 118,864
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 127,638 $ 98,174
Accrued expenses 183 -
----------- -----------

TOTAL CURRENT LIABILITIES 127,821 98,174
----------- -----------

STOCKHOLDERS' EQUITY (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 and 2,338,273 shares issued
and outstanding, respectively. 1,126 234
Additional paid in capital 491,440 131,395
Accumulated deficit (522,130) (110,939)
----------- -----------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (29,564) 20,690
----------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 98,257 $ 118,864
=========== ===========

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

F-5

BENTLEYCAPITALCORP.COM, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR YEARS ENDED DECEMBER 31, 2002 AND 2001

2002 2001
------------ ------------

SALES $ 303,734 $ 484,393

COST OF GOODS SOLD 210,091 316,147
------------ ------------

GROSS MARGIN 93,643 168,246
------------ ------------

OPERATING EXPENSES
General and administrative expenses 274,873 219,157
Fair value of officer services 60,000 60,000
------------ ------------
TOTAL OPERATING EXPENSES 334,873 279,157
------------ ------------

LOSS FROM OPERATIONS (241,230) (110,911)
------------ ------------

OTHER INCOME AND (EXPENSE)
Loss on disposal of equipment - (347)
Loss on acquisition of BentleyCapitalCorp.com (170,000) -
Interest income 39 319
------------ ------------
TOTAL OTHER EXPENSE (NET) (169,961) (28)
------------ ------------

NET LOSS $ (411,191) $ (110,939)
============ ============

BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.09) $ (0.08)
============ ============

BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 4,647,953 1,436,029
============ ============

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

F-6

BENTLEYCAPITALCORP.COM, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

PREFERRED STOCK COMMON STOCK ADDITIONAL
---------------- ---------------------- PAID IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ -------- ------------ -------- ---------- ----------- ------------

BALANCE - DECEMBER 31, 2000 - $ - $ - $ - $ - $ -

Issuance for assets contributed
by majority shareholder - - 780,360 78 43,851 - 43,929

Issuance for cash contributions - - 492,066 49 27,651 - 27,700

Issuance as compensation for officer services - - 1,065,847 107 59,893 60,000

Net loss for the period - - - - - (110,939) (110,939)
------ -------- ----------- -------- ---------- ----------- ------------

BALANCE - DECEMBER 31, 2001 - - 2,338,273 234 131,395 (110,939) 20,690

Issuance for cash contributions - - 2,325,980 233 130,704 - 130,937

Issuance as compensation for officer services - - 1,065,847 107 59,893 - 60,000

Issuance for officer's acquisition of
BentleyCapitalCorp.com stock. - - 3,019,900 302 169,698 - 170,000

Issuance of common stock for net
assets of BentleyCapitalCorp.com - - 2,500,000 250 (250) - -

Net loss for the period - - - - - (411,191 (411,191)
------ -------- ----------- -------- ---------- ----------- ------------

BALANCE - DECEMBER 31, 2002 - $ - 11,250,000 $ 1,126 $ 491,440 $ (522,130) $ (29,564)
====== ======== =========== ======== ========== =========== ============

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

F-7

BENTLEYCAPITALCORP.COM, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

2002 2001
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (411,191) $ (110,939)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 3,532 2,525
Loss on impairment of inventory - 5,572
Loss on disposal of property and equipment - 347
Loss on acquisition of BentleyCapitalCorp.com 170,000 -
Fair value of officer services 60,000 60,000
Changes in operating assets and liabilities
Accounts receivable (7,666) (25,089)
Inventory 16,923 (40,282)
Accounts payable 29,464 98,174
Accrued expenses 183 -
----------- -----------

NET CASH USED IN OPERATING ACTIVITIES (138,755) (9,692)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (3,415) (5,390)
----------- -----------

NET CASH USED IN INVESTING ACTIVITIES (3,415) (5,390)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 130,93 27,700
----------- -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES 130,937 27,700
----------- -----------

NET INCREASE (DECREASE) IN CASH (11,233) 12,618

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

CASH AT END OF PERIOD $ 1,385 $ 12,618
=========== ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment contributed by majority shareholder $ - $ 13,198
Inventory contributed by majority shareholder $ - $ 30,731
Transfer of inventory to equipment $ 27,857 $ -

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

F-8

BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATIONS

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

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

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

In accordance with SFAS 141 Business Combinations and EITF 98-3, Determining
Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a
Business, the Merger has been accounted for as the reorganization of Proton and
the acquisition of Bentley's assets for $170,000 using the purchase method of
accounting. There were no material assets or liabilities of Bentley at the time
of the Merger, accordingly, the $170,000 paid by Mr. Alexander has been
reflected as a loss on the acquisition of Bentley in the accompanying financial
statements. 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 $170,000 to acquire the interest in
Bentley.

CONSOLIDATION POLICY- The accompanying consolidated financial statements reflect
the financial position of and operations for Proton as of and for the years
ended December 31, 2002 and 2001 and the operations of Bentley for the period
from November 15, 2002 through December 31, 2002. All significant intercompany
transactions have been eliminated in consolidation.

NATURE OF OPERATIONS - The Company's operations are located in Alameda,
California. The core business of the Company consists of the sales and marketing
of the Company's industrial, environmental and residential systems which alter
the properties of water to produce functional water throughout the United States
of America. The Company acts as an exclusive importer and master distributor of
these products to various companies in which uses for the product

F-9

BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

range from food processing to retail water sales. Additionally, the Company
formulates intellectual properties under licensing agreements, supply consumer
products, consult on projects utilizing functional water, facilitate between
manufacturer and industry and act as educators on the benefits of functional
water.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS -The Company is subject to concentration of credit risk
with respect to sales primarily in the functional water industry and sales to a
significant customer and purchases from a significant vendor. Accounts
receivable are generally unsecured. The Company normally obtains payments from
customers prior to delivery of the related products. Otherwise, the Company does
not require collateral for accounts receivable. The amounts reported as accounts
receivable, inventory, accounts payable, and accrued expenses are considered to
be reasonable approximations of their fair values. The fair value estimates
presented herein were based on market information available to management at the
time of the preparation of the financial statements.

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 $411,191 and $110,939 for
the years ended December 31, 2002 and 2001, respectively. Cash used in
operations for the years ended December 31, 2002 and 2001 was $138,755 and
$9,692, respectively. The Company's revenues decreased during 2002 and capital
contributions were required from the company's president to fund operations.
These conditions raise a substantial doubt about the Company's 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 the Company be unable to continue in existence.

Management has devoted a significant amount of time during 2002 to the public
filing process. A substantial amount of legal and accounting fees were incurred
in the acquisition and merger with BentleyCapitalCorp.com and the required
filings due to the merger. These items significantly contributed to the net loss
of the Company in 2002. The $411,000 loss reported for 2002 includes $170,000
for the acquisition of BentleyCapitalCorp.com, approximately $80,000 for legal
and accounting fees related to the acquisition, and $60,000 for compensation
costs for officer services paid with stock.

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.

F-10

BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

INVENTORY - Inventory consists of purchased finished goods and is stated at the
lower of cost (using the first-in, first-out method) or market value. The
inventory obsolescence reserve was $5,572 as of December 31, 2002 and 2001.

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. Depreciation
is computed using the straight-line method over the estimated useful lives of
the assets. Estimated useful lives range from 3 to 7 years. Depreciation expense
for the years ended December 31, 2002 and 2001, was $3,532 and $2,525,
respectively. Expenditures for maintenance, repairs, and renewals are charged to
expense as incurred. Expenditures for major renewals and betterments that extend
the useful lives of existing equipment are capitalized and depreciated. On
retirement or disposition of property and equipment, the cost and accumulated
depreciation are removed from the accounts and any resulting gain or loss is
recognized in the statement of operations.

The Company records impairment losses on property and equipment when indicators
of impairment are present and estimated undiscounted cash flows to be generated
by those assets are less than the assets' carrying amount.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments
purchased with a maturity of less than three months to be cash equivalents.

BASIC AND DILUTED LOSS PER SHARE -Basic loss per common share is computed by
dividing net loss by the weighted-average number of common shares outstanding
during the period. Diluted loss per share is calculated to give effect to
potentially issuable common shares, except during periods when those potentially
issuable common shares would decrease the loss per share. There were no
potentially issuable common shares at December 31, 2002 and 2001.

INCOME TAXES - The Company recognizes an asset or liability for the deferred tax
consequences of all temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years when the reported
amounts of the asset or liabilities are recovered. These deferred tax assets or
liabilities are measured using the enacted tax rates that will be in effect when
the differences are expected to reverse. Deferred tax assets are reviewed
periodically for recoverability and valuation allowances and adjustments are
provided as necessary.

ADVERTISING - The Company follows the policy of charging the cost of advertising
to expense as incurred. Advertising expense for the year ended December 31, 2002
and 2001 was $5,177 and $8,486, respectively.

F-11

BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MAJOR CUSTOMER - During the years ended December 31, 2002 and 2001, sales to one
customer accounted for 14% and 11% of total sales, respectively. As of December
31, 2002 and 2001 amounts due from this customer accounted for 23% and 49% of
accounts receivable, respectively. The Company believes the loss of this
customer may have a negative impact on the Company's financial statements.

MAJOR VENDOR - During the year ended December 31, 2002, purchases from four
vendors accounted for 96% of total purchases. During the year ended December 31,
2001, purchases from one vendor accounted for 29% of total purchases. As of
December 31, 2002, amounts due to the four vendors accounted for 95% of accounts
payable. As of December 31, 2001 amounts due to the one vendor accounted for 82%
of accounts payable. The Company believes the loss of these vendors may have a
negative impact on the Company's financial statements.

REVENUE RECOGNITION - The Company recognizes revenue when all four of the
following criteria are met: (i) persuasive evidence that 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. The Company's revenues are derived from sales of their industrial,
environmental and residential systems which alter the properties of water to
produce functional water.

NEW ACCOUNTING STANDARDS - SFAS No. 141, "Business Combinations," requires usage
of the purchase method for all business combinations initiated after June 30,
2001, and prohibits the usage of the pooling of interests method of accounting
for business combinations. The provisions of SFAS No. 141 relating to the
application of the purchase method are generally effective for business
combinations completed after July 1, 2001. Such provisions include guidance on
the identification of the acquiring entity, the recognition of intangible assets
other than goodwill acquired in a business combination and the accounting for
negative goodwill. The Company utilized this standard in the above mentioned
merger.

SFAS No. 142, "Goodwill and Other Intangible Assets," changes the current
accounting model that requires amortization of goodwill, supplemented by
impairment tests, to an accounting model that is based solely upon impairment
tests. SFAS No. 142 also provides guidance on accounting for identifiable
intangible assets that may or may not require amortization. The provisions of
SFAS No. 142 related to accounting for goodwill and intangible assets will be
generally effective for the Company at the beginning of 2002, except that
certain provisions related to goodwill and other intangible assets are effective
for business combinations completed after July 1, 2001. The Company does not
believe this statement has any impact to the Company as of December 31, 2002 or
2001.

In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations." SFAS No.143 addresses financial accounting and reporting for
obligations associated with the retirement of intangible long-lived assets and
associated asset retirement costs. SFAS No. 143 requires that the fair value of
a liability for an asset retirement obligation be recognized in the period in
which it has occurred. The asset retirement obligations will be capitalized as a
part of the carrying amount of the long-lived asset. SFAS No. 143 applies to
legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and normal operation of
long- lived assets. SFAS No. 143 is effective for years beginning after June 15,
2002, with earlier adoption permitted. Currently, the Company does not believe
this statement will have any impact to the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 establishes a single accounting
model for long-lived assets to be disposed of by sale and the recognition of
impairment of long-lived assets to be held and used. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001, with an earlier adoption
encouraged. The Company is evaluating the impact of adopting SFAS No. 144 but
believes it will not have a material effect on the Company's results of
operations or financial position.

F-12

BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other provisions, the statement modifies the criteria classification of
gains and losses on debt extinguishments such that they are not required to be
classified as extraordinary items if they do not meet the criteria for
classification as extraordinary items in APB Opinion No. 30. The Company elected
to adopt this standard during the year ended December 31, 2002. The adoption of
this standard has had no material effect on the Company's financial position or
results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal activities." The statement requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
plan severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. The Company will
be required to apply this statement prospectively for any exit or disposal
activities initiated after December 31, 2002. The adoption of this standard is
not expected to have a material effect on the Company's financial position or
results of operations.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." This statement amends Statement No.
123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition for an entity that voluntarily changes to the fair value method of
accounting for stock-based employee compensation. It also amends the disclosure
provisions of Statement No. 123 to require prominent disclosure about the
effects on reported net income of an entity's accounting policy decisions with
respect to stock-based employee compensation. Statement No. 148 also requires
disclosure about those effects in interim financial information. The adoption of
this standard has had no material effect on the Company's financial position or
results of operations.

NOTE 3 - RELATED PARTY TRANSACTIONS

On January 1, 2001, the Company's president contributed $30,731 of inventory and
$13,198 of property and equipment to the Company for commencement of their
operations. The inventory and property and equipment were recorded at the
member's basis due to the transaction being between related parties. In addition
during the years ended December 31, 2002 and 2001 the president contributed
$130,937 and $27,700 in cash to the Company, respectively. The president
originally received the inventory and property and equipment through a severance
agreement with a previous employer.

During the years ended December 31, 2002 and 2001, the president did not receive
any amounts related to his salary. The Company determined that the fair value of
the member services during 2002 and 2001 were $60,000 per year. Thus the Company
recorded a salary expense and contributed capital of $60,000 during the years
ended December 31, 2002 and 2001.

As part of the merger and the Company becoming a corporation these contributions
were reclassified to common stock and additional paid-in capital.

F-13

BENTLEYCAPITALCORP.COM, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - INCOME TAXES

Prior to November 15, 2002, the Proton LLC elected to be taxed as a corporation.
The Company incurred no income taxes during 2001 and had losses through November
2002. As part of the above mentioned merger, all prior net operating losses
have been limited under section 382 of the Internal Revenue Code to a nominal
amount and are not included in the income tax information below. The income tax
information below is from the date of the merger, November 15, 2002, through
December 31, 2002.

There was no provision for or benefit from income tax for any period. The
components of the net deferred tax asset at December 31, 2002 is as follows:

Bad debt reserve $ 258
Depreciation 124
Net operating loss carry forward 17,923
Less: valuation allowance (18,305)
---------

NET DEFERRED TAX ASSET $ -
=========

For tax reporting purposes, the Company has net operating loss carry forwards in
the amount of $44,662 which will expire in 2023.

The following is a reconciliation of the amount of tax benefit that would result
from applying the federal statutory rate to pretax loss with the benefit from
income taxes for August 2002 through December 2002:

Benefit at statutory rate (34%) $(73,308)
Non-deductible expenses 68,220
Change in valuation allowance 18,305
State tax benefit, net of federal tax effect (13,217)
---------

NET BENEFIT FROM INCOME TAXES $ -
=========

NOTE 5 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES - The Company currently leases office and storage space from a
third party. On March 6, 2002, the Company entered into a new lease agreement to
pay a monthly lease payment increasing by 4% annually until May 2005.
Additionally, under the lease the Company is required to pay a percentage of the
property taxes and maintenance expenses.

Future minimum lease payments under operating the lease obligation as of
December 31, 2002, was as follows:

Year ending December 31:
2003 27,647
2004 28,441
2005 11,990
-------

Minimum lease payments $68,078
=======

Rent expense for the years ended December 31, 2002 and 2001 was $39,360 and
$27,029.

F-14

BENTLEYCAPITALCORP.COM, INC
---------------------------
TABLE OF CONTENTS
-----------------

PAGE
----

Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 2002 FF-2
(unadutied)

Condensed Consolidated Statements of Operations for the three months
and six months ended June 30, 2003 and 2002
(unaudited) FF-3

Condensed Consolidated Statement of Cash Flows for the six months ended
June 30, 2003 and 2002 FF-4
(unaudited)

Notes to Condensed Consolidated Financial Statements FF-5

FF-1

BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

JUNE 30, DECEMBER 31,
2003 2002
--------------------------------------------------------------------------------

ASSETS
CURRENT ASSETS
Cash $ 7,054 $ 1,385
Accounts receivable, less allowance of $2,442 27,711 32,755
Inventory, net of reserve for obsolescence of $5,572 16,735 20,661
--------------------------------------------------------------------------------

TOTAL CURRENT ASSETS 51,500 54,801
--------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
Furniture and fixtures 4,670 4,670
Equipment and machinery 42,784 42,784
Leasehold improvements 1,886 1,886
Less: accumulated depreciation (9,640) (5,884)
--------------------------------------------------------------------------------

NET PROPERTY AND EQUIPMENT 39,700 43,456
--------------------------------------------------------------------------------

TOTAL ASSETS $ 91,200 $ 98,257
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable $ 145,309 $ 127,638
Accrued expenses - 183
--------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES 145,309 127,821
--------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized
with a par value of $0.0001; no shares issued
or outstanding. - -
Common stock, 100,000,000 common shares
authorized with a par value of $0.0001;
11,250,000 shares issued and outstanding, 1,126 1,126
Additional paid in capital 521,350 491,440
Accumulated deficit (576,585) (522,130)
--------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' DEFICIT (54,109) (29,564)
--------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 91,200 $ 98,257
--------------------------------------------------------------------------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

FF-2

BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2003 2002 2003 2002
-------------------------------------------------------------- -------------------------

SALES $ 63,674 $ 78,020 $ 127,400 $ 157,546

COST OF GOODS SOLD 20,424 45,945 56,352 118,973
-----------------------------------------------------------------------------------------

GROSS MARGIN 43,250 32,075 71,048 38,573
-----------------------------------------------------------------------------------------

OPERATING EXPENSES
General and administrative expenses 42,614 85,802 95,503 127,057
Fair value of officer services 15,000 15,000 30,000 30,000
-----------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 57,614 100,802 125,503 157,057
-----------------------------------------------------------------------------------------

NET LOSS $ (14,364) $ (68,727) $ (54,455) $ (118,484)
-----------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER
COMMON SHARE $ (0.00) $ (0.02) $ (0.00) $ (0.04)
-----------------------------------------------------------------------------------------

BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 11,250,000 3,389,017 11,250,000 2,992,651
-----------------------------------------------------------------------------------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

FF-3

BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED
JUNE 30,
----------------------
2003 2002
----------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(54,455) $(118,484)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 3,756 1,766
Fair value of officer services 30,000 30,000
Changes in operating assets and liabilities
Accounts receivable 4,954 2,256
Inventory 3,926 5,268
Accounts payable 17,671 15,558
Accrued expenses (183) -
----------------------------------------------------------------------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 5,669 (63,636)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - (2,345)
----------------------------------------------------------------------------

NET CASH USED IN INVESTING ACTIVITIES - (2,345)
----------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions - 58,218
----------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES - 58,218
----------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH 5,669 (7,763)

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

CASH AT END OF PERIOD $ 7,054 $ 4,855
----------------------------------------------------------------------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

FF-4

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

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATIONS

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".

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

CONDENSED FINANCIAL STATEMENTS - The accompanying unaudited condensed
consolidated financial statements include the accounts of BentleyCapitalCorp.com
and its

subsidiary (the "Company"). These 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

FF-5

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

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATIONS (CONTINUED)

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 six months ended June 30, 2003 are not necessarily indicative
of the results that may be expected for the full year ending December 31, 2003.

NOTE 2 - BUSINESS CONDITION

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
company has incurred net losses of $54,455 and $118,484 for the six months ended
June 30, 2003 and 2002, respectively. Cash provided by operations for the six
months ended June 30, 2003 was $5,669. The Company's revenues decreased during
2003 and capital contributions were required from the Company's president to
fund operations.

NOTE 3 - CONTRIBUTED CAPITAL

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

FF-6