Securities and Exchange Commission
Washington, D. C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 or 15(d) Of The Securities Exchange Act
Of 1934 For The Quarter Ended June 30, 2003.
[ ] Transition Report Under Section 13 or 15(d) off the Securities Exchange
Act of 1934
For The Transition Period From _____ To ______
Commission File No. 000-31883
BENTLEYCAPITALCORP.COM INC.
(Name of Small Business Issuer in Its Charter)
Washington 91-2022700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1150 Marina Village Parkway, Suite 103
Alameda, Ca 94501
(510) 865-6412
(Address Of Principal Executive Offices, Telephone Number)
As of August 14, 2003, there were 11,250,000 shares of common stock outstanding.
Transitional Small Business Disclosure Format | | Yes |X| No
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
BENTLEYCAPITALCORP.COM INC
TABLE OF CONTENTS
PAGE
Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 2002 F-1
Condensed Consolidated Statements of Operations for the three and six months
ended June 30, 2003 and 2002 F-2
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2003 and 2002 F-3
Notes to Condensed Consolidated Financial Statements F-4
BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, DECEMBER 31,
2003 2002
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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
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TOTAL CURRENT ASSETS 51,500 54,801
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PROPERTY AND EQUIPMENT
Furniture and fixtures 4,670 4,670
Equipment and machinery 42,784 42,784
Leasehold improvements 1,886 1,886
Less: accumulated depreciation (9,640) (5,884)
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NET PROPERTY AND EQUIPMENT 39,700 43,456
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TOTAL ASSETS $ 91,200 $ 98,257
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 145,309 $ 127,638
Accrued expenses - 183
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TOTAL CURRENT LIABILITIES 145,309 127,821
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STOCKHOLDERS' DEFICIT
Preferred stock, 20,000,000 shares authorized
with a par value of $0.0001; no shares issued
or outstanding. - -
Common stock, 100,000,000 common shares
authorized with a par value of $0.0001;
11,250,000 shares issued and outstanding, 1,126 1,126
Additional paid in capital 521,350 491,440
Accumulated deficit (576,585) (522,130)
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TOTAL STOCKHOLDERS' DEFICIT (54,109) (29,564)
---------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 91,200 $ 98,257
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The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-1
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
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GROSS MARGIN 43,250 32,075 71,048 38,573
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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.
F-2
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)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - (2,345)
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NET CASH USED IN INVESTING ACTIVITIES - (2,345)
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CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions - 58,218
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NET CASH PROVIDED BY FINANCING ACTIVITIES - 58,218
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NET INCREASE (DECREASE) IN CASH 5,669 (7,763)
CASH AT BEGINNING OF PERIOD 1,385 12,618
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CASH AT END OF PERIOD $ 7,054 $ 4,855
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The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-3
BENTLEYCAPITALCORP.COM INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATIONS
ORGANIZATION- Proton 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.
The Merger has been accounted for as the reorganization of Proton and the
acquisition of Bentley's assets using the purchase method of accounting. For
financial statement purposes Proton is considered the parent corporation but
maintains BentleyCapitalCorp.com Inc as its business name and hereafter is
collectively referred to as the "Company".
BASIS OF PRESENTATION- Proton changed from an LLC to a corporation on November
15, 2002. The effect of the corporate status of the Company has been reflected
in the accompanying consolidated financial statements. The accompanying
financial statements have been restated to reflect the shares of common stock
acquired through the merger as though they had been issued on the dates capital
contributions were received from the majority owner of the Company, including
the fair value of services rendered and the acquisition of Bentley.
CONSOLIDATION POLICY- The accompanying consolidated financial statements reflect
the financial position of Proton as of 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
F-4
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.
The Company is currently in a start-up phase and working towards raising public
funds to expand its marketing and revenues. The Company has spent considerable
time in contracting with several major overseas corporations for the
co-development of enhanced antioxidant beverages for distribution into the
overseas markets. In addition, the Company is working with its Canadian business
associates to identify institutional businesses to market various disinfection
applications based upon functional water, pending government approval.
The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient cash flows to meet its obligations on a timely
basis, to obtain additional financing as may be required, and ultimately to
attain profitable operations. However, there is no assurance that profitable
operations or sufficient cash flows will occur in the future.
NOTE 3 - CONTRIBUTED CAPITAL
During the 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 $29,911 in the form of his
salary and cash.
F-5
Item 2. Management's Discussion and Analysis
FORWARD-LOOKING STATEMENT
Certain statements contained in this report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar import, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, of to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. We disclaim any obligation to update any such
factors or to announce publicly the results of any revision of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments. In addition to the forward-looking
statements contained in this Form 10-QSB, the following forward-looking factors
could cause our future results to differ materially our forward-looking
statements: competition, funding, government compliance and market acceptance of
our products.
INTRODUCTION
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the audited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-QSB. The accompanying consolidated financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate our continuation as
a going concern.
Our independent auditors made a going concern qualification in their report
dated March 20, 2003, which raises substantial doubt about our ability to
continue as a going concern. Our revenue decreased during 2002 and capital
contributions were required from our president to fund operations. These
conditions raise a substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should we be unable to
continue in existence. Our ability to continue as a going concern is dependent
upon our ability to generate sufficient cash flows to meet our obligations on a
timely basis, to obtain additional financing as may be required, and ultimately
to attain profitable operations. However, there is no assurance that profitable
operations or sufficient cash flows will occur in the future.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires
the us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. These estimates and
assumptions provide a basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions, and these differences may be material.
We recognize revenue when all four of the following criteria are met: (i)
persuasive evidence that an arrangement exists; (ii) delivery of the products
and/or services has occurred; (iii) the selling price is both fixed and
determinable and; (iv) collectibility is reasonably probable. Our revenues are
derived from sales of industrial, environmental and residential systems which
alter the properties of water to produce functional water. We believe that this
critical accounting policy affects our more significant judgments and estimates
used in the preparation of our consolidated financial statements.
Our fiscal year end is December 31.
RESULTS OF OPERATIONS-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.
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.
We devoted a significant amount of time during year ended December 31,
2002, the six months ended June 30, 2003 and the quarter ended June 30, 2003 to
completing our acquisition of Proton Laboratories. A substantial amount of legal
and accounting fees were incurred in the acquisition and merger of Proton into
our subsidiary and the required filings with the Securities and Exchange
Commission related to the merger. The merger activity significantly contributed
to our net loss in the quarter ended June 30, 2003.
We are currently seeking funds to expand our marketing and revenues. We
have spent considerable time in contracting with several major overseas
corporations for the
co-development of enhanced antioxidant beverages for distribution into the
overseas markets. We are working with Canadian business associates to identify
institutional businesses to market various disinfection applications based upon
functional water, pending government approval.
PLAN OF OPERATION
During the period from March 14, 2000 through November 15, 2002, we did not
engage in significant operations other than organizational activities,
acquisition of the rights to market the products of Vitamineralherb.com, Inc.,
the preparation for registration of our securities under the Securities Act of
1933, as amended, and capital raising. No revenues were received by us during
that period.
Since our acquisition of Proton Laboratories in November 2002, our business
has been focused on marketing functional water equipment and systems.
Alkaline-concentrated functional water may have health-beneficial properties and
may be used for drinking and cooking purposes. Acidic-concentrated functional
water may be used as a topical, astringent medium. We may become active in
marketing Vitamineralherb.com products in the future if the licensor,
Vitamineralherb.com, Inc., establishes an active e-business web site
LIQUIDITY
As of 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 our products at a profit.
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 $29,911. We recorded
a salary expense and contributed capital of $29,911 during the six months ended
June 30, 2003.
Item 3. Controls and Procedures.
Edward Alexander, our Chief Executive Officer and Chief Accounting Officer,
has concluded that our disclosure controls and procedures are appropriate and
effective. He has evaluated these controls and procedures as of a date within 90
days of the filing date of this report on Form 10-QSB. There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit 31.1 Certification.
Exhibit 31.2 Certification.
Exhibit 32.1 Certification.
Exhibit 32.2 Certification.
(b) Reports on Form 8-K.
On April 1, 2003, we filed a Form 8-K Amendment Number 1 reporting Item 7
Financial Statements.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BENTLEYCAPITALCORP.COM INC.
Date: August 14, 2003 (signed) __________________________
By: /s/ Edward Alexander
Edward Alexander
Chief Executive Officer,
Director, President, and
Chief Accounting Officer