United States
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 September 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 November 12, 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 - September 30, 2003 and December 31, 2002 F-1
Condensed Consolidated Statements of Operations for the three and nine months
ended September 30, 2003 and 2002 F-2
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2003 and 2002 F-3
Notes to Condensed Consolidated Financial Statements F-4
BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2003 2002
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ASSETS
CURRENT ASSETS
Cash $ 8,762 $ 1,385
Accounts receivable, less allowance of $2,442 32,229 32,755
Inventory, net of reserve for obsolescence of $5,572 71,390 20,661
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TOTAL CURRENT ASSETS 112,381 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 (11,518) (5,884)
-------------------------------------------------------------------------------------
NET PROPERTY AND EQUIPMENT 37,822 43,456
-------------------------------------------------------------------------------------
TOTAL ASSETS $ 150,203 $ 98,257
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 124,860 $ 127,638
Accrued expenses - 183
Deferred revenue 18,988 -
Shareholder loan 84,000 -
-------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 227,848 127,821
-------------------------------------------------------------------------------------
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 536,350 491,440
Accumulated deficit (615,121) (522,130)
-------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' DEFICIT (77,645) (29,564)
-------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 150,203 $ 98,257
-------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-1
BENTLEYCAPITALCORP.COM INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- -------------------------
2003 2002 2003 2002
-------------------------------------------------------------- -------------------------
SALES $ 62,431 $ 69,060 $ 189,831 $ 226,606
COST OF GOODS SOLD 31,180 29,460 87,532 148,433
-----------------------------------------------------------------------------------------
GROSS MARGIN 31,251 39,600 102,299 78,173
-----------------------------------------------------------------------------------------
OPERATING EXPENSES
General and administrative expenses 54,787 56,083 150,290 183,140
Fair value of officer services 15,000 15,000 45,000 45,000
-----------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 69,787 71,083 195,290 228,140
-----------------------------------------------------------------------------------------
NET LOSS $ (38,536) $ (31,483) $ (92,991) $ (149,967)
-----------------------------------------------------------------------------------------
BASIC AND DILUTED LOSS PER
COMMON SHARE $ (0.00) $ (0.01) $ (0.01) $ (0.04)
-----------------------------------------------------------------------------------------
BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 11,250,000 4,493,969 11,250,000 3,500,450
-----------------------------------------------------------------------------------------
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 NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2003 2002
-------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (92,991) $ (149,967)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 5,634 2,614
Fair value of officer services 45,000 45,000
Changes in operating assets and liabilities
Accounts receivable 436 (7,171)
Inventory (50,729) 2,495
Accounts payable (2,778) 15,558
Accrued expenses (183) -
Deferred revenue 18,988 -
-------------------------------------------------------------------------
NET CASH FROM OPERATING ACTIVITIES (76,623) (91,471)
-------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - (3,415)
-------------------------------------------------------------------------
NET CASH FROM INVESTING ACTIVITIES - (3,415)
-------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loans 84,000 -
Capital contributions - 91,828
-------------------------------------------------------------------------
NET CASH FROM FINANCING ACTIVITIES 84,000 91,828
-------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 7,377 (3,058)
CASH AT BEGINNING OF PERIOD 1,385 12,618
-------------------------------------------------------------------------
CASH AT END OF PERIOD $ 8,762 $ 9,560
-------------------------------------------------------------------------
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 September 30, 2003 and December 31, 2002.
The results of its operations include the activity of Proton for the nine months
ended September 30, 2002 and the activity of Proton and Bentley for the nine
months ended September 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
F-4
BENTLEYCAPITALCORP.COM INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
financial statements are condensed and, therefore, do not include all
disclosures normally required by accounting principles generally accepted in the
United States of America. These statements should be read in conjunction with
the Company's annual financial statements included in the Company's December 31,
2002 Annual Report on Form 10-KSB. In particular, the Company's significant
accounting principles were presented as Note 1 to the consolidated financial
statements in that report. In the opinion of management, all adjustments
necessary for a fair presentation have been included in the accompanying
condensed consolidated financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying condensed
consolidated financial statements for the nine months ended September 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 $92,991 and $149,967 for the nine months
ended September 30, 2003 and 2002, respectively. Cash used by operations for the
nine months ended September 30, 2003 was $76,623. The Company's revenues
decreased during 2003 and capital contributions and shareholder loans 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 - RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2003, the president issued a note
payable to the Company in the amount of $84,000. The note accrues interest at
7%, is unsecured, and is due on demand.
During the nine months ended September 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
nine months ended September 30, 2003 the president contributed $45,000 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 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 SEPTEMBER 30, 2003 AND 2002.
We had revenue of $62,431 for the quarter ended September 30, 2003,
compared to revenue of $69,060 for the quarter ended September 30, 2002.
We had a net loss of $38,536 for the quarter ended September 30, 2003,
compared to a net loss of $31,483 for the quarter ended September 30, 2002.
RESULTS OF OPERATIONS-NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.
We had revenue of $189,831 for the nine months ended September 30, 2003,
compared to revenue of $226,606 for the nine months ended September 30, 2002.
We had a net loss of $92,991 for the nine months ended September 30, 2003,
compared to a net loss of $149,967 for the nine months ended September 30, 2002.
Cash used by operating activities was $76,623 for the nine months ended
September 30, 2003, compared to cash used in operating activities $91,471 for
the nine months ended September 30, 2002.
We devoted a significant amount of time during year ended December 31,
2002, the nine months ended September 30, 2003 and the quarter ended September
30, 2003 to completing our acquisition of Proton Laboratories and the procedure
for being listed on the Over-the Counter Bulletin Board. 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. These
activities significantly contributed to our net loss in the quarter ended
September 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 September 30, 2003, we had cash on hand of $8,762. 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 nine months ended September 30, 2003, the president issued a
note payable to the Company in the amount of $84,000. The note accrues interest
at 7%, is unsecured, and is due on demand.
During the nine months ended September 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 nine months ended September 30, 2003 the president contributed
$45,000 in the form of his salary and cash.
Item 3. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. Based on their evaluation
of the Company's disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), the
Company's principal executive officer and principal financial officer have
concluded that as of the end of the period covered by this quarterly report on
Form 10-QSB such disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
(b) Changes in internal control over financial reporting. During the quarter
under report, there was no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
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.
None.
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: November 12, 2003 (signed) ______________________________
By: /s/ Edward Alexander
Edward Alexander
Chief Executive Officer,
Director, President, and
Chief Accounting Officer