U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): June 3, 2002
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BENTLEYCAPITALCORP.COM INC.
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(Exact name of registrant as specified in its charter)
WASHINGTON 000-31883 91-2022700
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
5076 Angus Drive, Vancouver, British Columbia, CANADA V6M 3M5
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 269-9881
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On June 3, 2002, Michael Kirsh ("Kirsh"), the majority shareholder of
BentleyCapitalCorp.com Inc. ("Bentley"), entered into a Stock Purchase Agreement
with Edward Alexander (Alexander") pursuant to which Alexander acquired
1,500,000 shares owned by Kirsh. In addition, Alexander acquired 250,000 shares
owned by a minority shareholder, Brian Gruson. The total consideration paid by
Alexander for the shares was $170,000. As a result, Alexander now owns 77.77% of
Bentley's issued and outstanding shares. Based on information provided to the
Company and certified by Alexander, he borrowed money from several individuals
to purchase the Bentley shares, as follows:
LENDER: AMOUNT:
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Thomas Dizon $40,000
A.J. Moraes $40,000
Jean Wang $90,000
Each loan accrues interest at 7% per annum, and matures on December 31, 2002.
In conjunction with the Agreement, Bentley and Alexander intend to enter
into an Agreement and Plan of Reorganization pursuant to which Proton
Laboratorie-s, LLC ("Proton"), a California limited liability company, will
merge with Bentley's wholly-owned subsidiary, VWO I Inc. Proton's owners will
exchange 100% of Proton for shares in Bentley and such other consideration that
may be agreed to by the parties. The Stock Purchase Agreement and Agreement and
Plan of Reorganization are part of a single integrate plan on the part of
Alexander to acquire control over Bentley in connection with Bentley's
acquisition of Proton.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BENTLEYCAPITALCORP.COM INC.
By: /s/ Date: July 25, 2002
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Name: Michael Kirsh
Title: President
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