U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
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): November 15, 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)
1150 MARINA VILLAGE PARKWAY, SUITE 103, ALAMEDA, CA 94501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 865-6412
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5076 ANGUS DRIVE
VANCOUVER, BRITISH COLUMBIA, CANADA V6M 3M5
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(Former name or former address, if changed since last report)
FORWARD-LOOKING STATEMENTS
Except for the historical information presented in this document, the matters
discussed in this Form 8-K, and specifically in the items entitled "Changes in
Control of Registrant," "Acquisition or Disposition of Assets" and "Financial
Statements and Exhibits," or otherwise incorporated by reference into this
document contain "forward-looking statements" (as such term is defined in the
Private Securities Litigation Reform Act of 1995). These statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. The safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, apply to forward-looking statements
made by the Registrant. The reader is cautioned not to place undue reliance on
these forward-looking statements. These forward-looking statements involve
risks and uncertainties, including those identified within this Form 8-K and
other filings with the SEC by the Registrant. The actual results that the
Registrant achieves may differ materially from any forward-looking statements
due to such risks and uncertainties. These forward-looking statements are based
on current expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
BentleyCapitalCorp.com, Inc. ("Bentley") entered into an Agreement and Plan of
Reorganization, effective November 15, 2002, pursuant to which Proton
Laboratories, LLC, a California limited liability company ("Proton") merged with
and into VWO I Inc., a Washington corporation and wholly owned subsidiary of
Bentley (the "Merger"). Bentley received confirmation on November 22, 2002 that
the Merger had been filed with the Washington and California Secretaries of
State. As a result of the Merger, Proton's sole owner, Edward Alexander,
exchanged 100% of the outstanding units of Proton for 1,750,000 fully paid and
nonassessable shares of Bentley common stock, par value $.0001 per share.
The Agreement and Plan of Reorganization was the second step of a single
integrated plan on the part of Mr. Alexander to acquire control of Bentley. The
first step occurred on June 3, 2002, when Mr. Alexander entered into a Stock
Purchase Agreement with Michael Kirsh. Under the Stock Purchase Agreement, Mr.
Alexander purchased 1,500,000 shares of common stock of Bentley from Mr. Kirsh
and 250,000 shares of Bentley from a minority shareholder. The 1,750,000 shares
Mr. Alexander acquired on June 3, 2002 were canceled as part of the Merger.
The composition of Bentley's board of directors changed in conjunction with the
Merger. Michael Kirsh resigned as the sole member of the board of directors,
and Edward Alexander, Dick Wullaert and Micael Ledwith were appointed to the
board of directors. There were also changes at the officer level. Michael
Kirsh resigned as the sole officer, Edward Alexander was appointed President and
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Dick Wullaert was appointed Vice President and Chief Technical Officer. The
following table summarizes these changes in the control of Bentley at the board
of directors level and at the officer level.
New Board of Directors and Officers
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NAME AGE POSITION
---------------- --- -----------------------------------------
Edward Alexander 50 Director, President
Dick Wullaert 64 Director, Vice President, Chief Technical
Officer
Micael Ledwith 59 Director
As a result of the Merger, Mr. Alexander became the majority owner of the common
stock of Bentley. The following table sets forth certain information
concerning the number of shares of common stock owned beneficially as of
November 15, 2002, by: (i) each person (including any group) known by Bentley
to own more than five percent (5%) of any class of Bentley voting securities,
(ii) each of Bentley's directors, and (iii) officers and directors as a group.
Unless otherwise indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
SHARES BENEFICIALLY PERCENTAGE OF SHARES
NAME OWNED BENEFICIALLY OWNED
------------------------------------------ ------------------- ---------------------
Edward Alexander
1150 Marina Village Parkway, Suite 103
Alameda, CA 94501 1,750,000 77.8%
------------------------------------------ ------------------- ---------------------
Dick Wullaert
340 Old Mill Rd. #2
Santa Barbara, CA 93110 0 0%
------------------------------------------ ------------------- ---------------------
Micael Ledwith
6610 Churchill Rd. SE
Tenino, WA 98589 0 0%
------------------------------------------ ------------------- ---------------------
Executive Officers & Directors as a Group
(3 persons) 1,750,000 77.8%
------------------------------------------ ------------------- ---------------------
Bentley believes that all persons have full voting and investment power with
respect to the shares indicated. Under the rules of the SEC, a person (or group
of persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the voting
of such security, or the power to dispose of or to direct the disposition of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right to acquire
within 60 days, such as options or warrants to purchase Bentley's common stock.
Other than the previously described changes in the shareholder base, directors
and officers, Bentley is not aware of any arrangements that may result in a
change in control.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Bentley's wholly-owned subsidiary, VWO I Inc., acquired Proton in the Merger,
effective November 15, 2002. Proton's sole member, Edward Alexander, exchanged
100% of his units of Proton for 1,750,000 common shares of Bentley. VWO I Inc.
changed its name to Proton Laboratorie-s, Inc. as part of the Merger. Bentley
received confirmation on November 22, 2002, that the merger had been effected.
The consideration exchanged pursuant to the Merger Agreement was negotiated
between Bentley and Proton. In evaluating Proton as a candidate for the
proposed merger, Bentley used criteria such as the value of the assets of
Proton, Proton's current business operations and anticipated operations, and its
business name and reputation. Bentley determined that the consideration for the
merger was reasonable.
Other than Mr. Alexander's acquisition of 1,750,000 shares prior to the Merger,
there were no material relationships between Proton and Bentley/VWO I Inc. or
any of their affiliates, directors, officers or any associates of such directors
or officers.
Proton Laboratorie-s, Inc. intends to continue the business of Proton, which
includes marketing systems that produce functional water, as more fully
described below. Bentley intends to continue its vitamin distribution business
through its Vitamineralherb.com license, as more fully described in its public
filings with the Securities and Exchange Commission. Bentley believes that its
vitamin products and the functional water produced by Proton Laboratorie-s,
Inc.'s systems are complementary products that may be marketed and/or used in
conjunction with one another at some point in the future.
GENERAL
Proton Laboratorie-s Inc. is 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.
Proton believes that water with these unique properties is desirable for a
number of reasons:
- Water with smaller clusters 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 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
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disinfecting requirements that are in place in food processing
procedures, and functional alkaline water makes an excellent drinking
water due to improved hydration.
Although not yet recognized by the FDA, and studies regarding functional water
are ongoing, functional water may have applications in a variety of industries,
including agriculture, food processing, medicine and dentistry, dermatology,
heavy industry, mining, environmental clean- up, product formulations and
beverages.
Proton markets functional water systems to the residential and commercial
markets. On the residential side, Proton markets functional water systems that
are used to produce a health-beneficial alkaline-concentrated drinking water.
On the commercial side, Proton markets commercial-grade systems that are used in
applications ranging from food to hospital disinfection. Other applications
include organic agriculture, product formulations and heavy industrial uses.
Proton's goal is to take this technology and market it throughout North America.
Proton purchases the systems it currently markets from Matsushita Electric
Corporation of America ("Matsushita") under a private brand name of Advanced
H2O. Proton purchases the systems under an agreement between Advanced H2O, a
private company formerly owned by Edward Alexander, and Matsushita. The
agreement between Advanced H2O and Matsushita is in the process of being
assigned to Proton. Proton expects the agreement to be assigned without
complication. However, should Proton fail to obtain an assignment, it could
lose access to its manufacturing source, which may interrupt its business
operations, or prevent it from implementing its business plan.
In conjunction with the marketing of functional water systems from Matsushita,
Proton intends to develop its own systems and to introduce a wide array of
applications of functional water to a wide complement of industries.
Proton's business model envisions Proton as a:
- Supplier of technology for functional water applications;
- Supplier of hardware for functional water systems;
- Provider of intellectual property for functional water systems under
licensing agreements;
- Supplier of consumer functional water products originating from
functional water technology;
- Consultant to industries requiring and/or using functional water;
- Facilitator between Japanese functional water manufacturers and
industry; and
- Educator of academia, government and industry on the benefits of
functional water.
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FUNCTIONAL WATER
"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. Proton believes 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, 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
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, organic agriculture and food
safety.
During the past four years, functional water applications have been studied by
universities in the U.S. 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 foodborne pathogens such as E. coli. Other
studies at the University of Georgia have looked at the efficacy of electrolyzed
oxidizing water for inactiving E. coli, Salmonella and Listeria and have
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determined that such water may be a useful disinfectant. A University of Georgia
study entitled "Antimicrobial effect of electolyzed water for inactivating
Campylobacter jejuni during poultry washing" demonstrated that electrolyzed
water was effective not only in reducing the populations of C. jejuni on
chicken, but also may prevent cross-contamination of processing environments.
FUNCTIONAL WATER SYSTEMS
Proton markets residential and commercial systems that produce functional water.
RESIDENTIAL SYSTEMS
The residential, counter-top 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); Hanaoka, K.,
Antioxidant Effects Of Reduced Water Produced By Electrolysis Of Sodium Chloride
Solutions, 31 Journal of Applied Electrochemistry 1307-1313 (2001). Generally,
the counter-top 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, made up of calcium, magnesium, sodium, manganese,
iron and potassium) are attracted to the negatively charged (-) electrode. The
acidic minerals (minerals with negative (-) properties made up of nitric,
sulfuric and chlorine) are attracted to the positively-charged (+) electrode.
Through this mineral separation process, two separate types of water are formed
- one type of alkaline-concentrated minerals, and a second type of
acidic-concentrated minerals. Each type of water is held in a separate chamber.
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
Proton is also readying itself to market commercial systems to the food
processing, medical and agricultural industries. The systems it intends to sell
to the food processing industry include (1) a hand disinfectant system for
proper hand washing and (2) an anti-microbial water production system for
general sterilization and disinfectant needs. Proton also intends to cater
these systems to the medical industry's specific needs. In the agricultural
industry, Proton intends to sell systems to organic growers who can use
functional water to replace the use of pesticides, fungicides, herbicides and
chemical fertilizers.
The commercial systems generally produce 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 an effective
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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 an effective 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 in place of fungicides,
pesticides, herbicides and sporicides.
BUSINESS STRATEGY
Proton believes that its key to success will be its ability 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.
- Create a strong revenue basis through the sale of disinfectant systems
to the food processing industry.
- 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.
- 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 targeted by
Proton, Proton intends to pursue other elements that will further its business
through new subsidiaries. Proton intends to create a new subsidiary 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 will benefit from functional
water. Proton may create another subsidiary that may hire a leading engineer
from Japan to design, engineer and assemble prototype functional water systems
that are built for specific industrial needs. Proton hopes that by performing
these functions within the Company, it will have all of the necessary tools to
become a leading provider of functional water technology to the market place.
GOVERNMENT REGULATIONS
Proton's 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 FDA under the FDC Act. The government regulations to
which it is subject vary depending on the types of systems Proton develops and
markets. As Proton begins to market a broader variety of functional water
systems, it may become subject to regulation by additional agencies.
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Some of Proton's systems, such as its 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.
Prior to submitting the hand disinfectant water unit to the FDA, however, Proton
intends to contract with a company familiar with a modern food safety system
known as Hazard Analysis and Critical Control Point ("HACCP"). HACCP is a food
safety system that focuses on identifying and preventing hazards that could
cause food-borne illnesses. Proton believes that complying with HACCP may
assist Proton in getting FDA approval, since the FDA generally encourages
retailers to apply HACCP-based food safety principles, along with other
recommended practices.
There can be no assurance that new laws, rules, regulations or policies that may
have an adverse effect on Proton's operations will not be enacted or promulgated
at a future date.
MARKETING AND DISTRIBUTION
During the next 12 to 18 months, Proton intends to devote resources to
developing systems for the following markets:
- Hand disinfection needs for the food processing, fast food, medical,
dental, personal care and general health care industries.
- Residential, counter-top electrolysis systems.
HAND DISINFECTION
After Proton obtains any necessary FDA approvals for the hand disinfection
system, it plans to introduce the device and what Proton believes to be its
operational simplicity, user-friendliness, high efficacy and affordability,
through industrial circulars where hand disinfection is of a primary concern.
Proton also intends to work with a leasing company to lease the hand
disinfectant system to the fast food industry. A large part of Proton's
marketing efforts will be geared towards educating its target markets about
functional water. Proton plans 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. Proton intends to handle all inquiries through a
toll-free number.
Proton plans to hire a documentary video organization that provides the
above-mentioned media with documentary-type footage. Proton plans to work with
this organization in the preparation of documentary videos that will be used to
educate the public on the technology, processes and applications that are
marketed by the company. Proton intends for the videotapes to cover the
following subjects:
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- 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 organic agriculture
- Use of functional electrolyzed water as a wellness medium.
RESIDENTIAL COUNTER TOP UNITS
The first step towards the marketing and distribution of residential counter-top
units is to develop a national product distribution program through network
marketing, mail order catalogs sales, infomercials, expanded independent
distributor channels and word of mouth sales. Since Proton understands that
the demographics in these mediums is predominately composed of females in the
age groups of 35-60, Proton intends to develop a female-oriented product
marketing campaign.
The second step in the marketing and distribution of residential counter-top
units is to introduce a simplified, lower price point system that will be
introduced through medium-level retail outlets under a series of private labels.
COMMERCIAL SYSTEMS
In addition to marketing the residential counter top systems, Proton plans to
further develop its marketing plan for commercial systems. Proton may enter into
agreements with companies to act as distributors of Proton's systems. Proton
may also grant exclusive rights to companies to use Proton's systems in specific
industries for specific applications in exchange for royalties.
COMPETITION
Proton's competitors include several entry-level importers of systems from Japan
and Korea. Proton believes it has several distinctive advantages over other
entry-level distributors.
- Proton and its core members of 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. during the past nine-year period through
various companies and organizations. This group is one of the leaders
the U.S. in the understanding and representation of functional water.
- Proton has been able to create a strong platform of specialists to
advance this technology in the U.S., which would be difficult for
others to replicate due to the high level of focused commitment and
dedication that is shown from this group.
- The core members of Proton have close working relationships with their
Japanese counterparts which have been developed and nurtured over the
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past nine-year period. These members are highly respected within the
Japanese electrolysis community and attend annual conferences as
invited speakers.
- Proton has excellent working relationships with the Japanese
manufacturers and is 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.
- Proton, with its knowledge, experience and foresight into the
electrolyzed water industry, is positioned to branch out on its own
without reliance on Japanese manufacturing, if necessary.
- Proton has strategically positioned itself as the "turn to"
organization for technology, hardware and informational support by the
public.
Although the majority of potential competitors to Proton's business are small
resellers, the one significant competitor that Proton will be facing is
Hoshizaki U.S.A. Hoshizaki U.S.A. is an established, U.S.-based, Japanese
company that has a substantial market presence in the areas of, and whose
primary business is, refrigeration and icemakers. Proton expects that it will
face additional competition from new market entrants and current competitors as
they expand their business models, but Proton does not believe that any real
strong competitors are imminent for the foreseeable 3 to 4 year period, other
than the Hoshizaki company.
To be competitive, Proton must assemble a strategic marketing and sales
infrastructure. Proton's success will be dependent on its ability to become a
formidable marketing and sales entity based upon the technology it currently has
and its ability to aggressively introduce this technology and its far-reaching
benefits through documentary videos and other methods of aggressive public
relations campaigns.
INTELLECTUAL PROPERTY
Proton plans to file patent applications for various functional water
applications or license their use from the patent holders. There can be no
assurance that Proton's future intellectual property rights, if any, will not be
challenged, invalidated or circumvented, or that any rights granted under
Proton's intellectual property will provide competitive advantages to the
company. In addition, there can be no assurance that claims allowed on any
future patents would be sufficiently broad to protect Proton's products.
PROPERTIES
Proton leases its primary office, located at 1150 Marina Village Parkway, Suite
103, Alameda, CA 94501, in addition to storage space, of approximately 1000
square feet, on a tri-annual basis at a minimum monthly lease payment of $1,554,
which will increase by 4% annually until May 2005. Additionally, under the
lease, Proton is required to pay a percentage of the property taxes and
maintenance expenses. Proton does not anticipate, in the near future, that it
will require significant facilities over and above those that are currently
leased or available.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Since inception, Manning Elliott, Chartered Accountants, Vancouver, British
Columbia, has served as Bentley's principal accountant. Until the change in
control of Bentley disclosed herein and in its Form 8-K filed August 2, 2002,
Bentley's principal operations were in Vancouver, British Columbia, Canada. As
a result of the change in control of the Company and the merger of Proton into
Bentley's wholly-owned subsidiary, the Company's principal operations have moved
to California, and Bentley's management has determined that it is no longer
appropriate to use a Canadian accountant. On October 9, 2002, Bentley's Board
of Directors approved a change of accountants, to be effective as of the date of
the Merger. Effective November 15, 2002, Bentley dismissed Manning Elliott and
engaged Hansen, Barnett & Maxwell of Salt Lake City, Utah, as its independent
public accountants to audit its 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. Bentley believes, and has 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, Bentley 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 Bentley's financial statements to the subject
matter of the disagreement.
Bentley has requested that 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 accompanies this Form 8-K as Exhibit
16.1.
ITEM 5. OTHER EVENTS
Stock Dividend. On October 9, 2002, the Company's Board of Directors approved a
dividend distribution to its shareholders on a five-for-one basis of the
Company's outstanding shares of common stock. The stock dividend entitles each
shareholder of record at the close of business on November 16, 2002 to receive
five additional shares of common stock for each share owned.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements required by Regulation S-B Item 310(c) will
be filed by subsequent amendment.
(b) Pro Forma Financial Information.
The pro forma financial information required by Regulation S-B, Item 310(d) will
be filed by subsequent amendment.
(c) Exhibits.
Exhibit Number Description
--------------- -----------
2.1 Agreement and Plan of Reorganization dated July 25, 2002
4.1* Specimen Stock Certificate
16.1 Letter of Manning Elliott
99.1 Press release dated November 25, 2002
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*Incorporated by reference from the Form SB-2 filed by BentleyCapitalCorp.com
Inc. on March 31, 2000.
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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: 11/25/02
------------------------------- ----------------------------
Name: Edward Alexander
Title: President
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EXHIBIT INDEX
Exhibit Number Description
--------------- -----------
2.1 Agreement and Plan of Reorganization dated July 25, 2002
4.1* Specimen Stock Certificate
16.1 Letter of Manning Elliott
99.1 Press release dated November 25, 2002
*Incorporated by reference from the Form SB-2 filed by BentleyCapitalCorp.com
Inc. on March 31, 2000.
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