10QSB 1 bentley_10q-093004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______________ to ______________ Commission file number: 000-27347 BENTLEY COMMUNICATIONS CORP. (name of small business issuer as specified in its charter) Florida 58-2534003 (State or other jurisdiction (IRS Employee Identification No.) of incorporation or organization) 9040 TOWN CENTER PARKWAY BRADENTON, FL 34202 (Address of principal executive offices) Issuer's telephone number, including area code: (941) 552-5669 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: _________ shares outstanding as of November 19, 2004 Transitional Small Business Disclosure Format. (check one) Yes [ ] No [X] BENTLEY COMMERCE CORPORATION FORM 10-QSB TABLE OF CONTENTS Page Part I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS (UNAUDITED)..................................... 3 CONDENSED CONSOLIDATED BALANCE SHEETS: SEPTEMBER 30, 2004 AND JUNE 30, 2004................................. 3 CONDENSED CONSOLIDATED STATEMENTS OF LOSSES: FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003..................................... 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS: FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003..................................... 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION..................................................... 6 SEPTEMBER 30, 2004 Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.............11 Item 3. CONTROLS AND PROCEDURES..............................................13 Part II - OTHER INFORMATION Item 1. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS..........................................................14 Item 2. DEFAULTS UPON SENIOR SECURITIES .....................................14 Item 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................14 Item 4. OTHER INFORMATION ...................................................14 Item 5. EXHIBITS AND REPORTS ON FORM 8-K.....................................14 Signatures ...................................................................16 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BENTLEY COMMERCE CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2004 June 30, 2004 ------------------ ------------- ASSETS Current Assets: Cash and Cash Equivalents $ 7,003 $ 1,702 Accounts Receivable 8,437 8,808 Prepaid Expenses -- 67 ------------- ------------- Total Current Assets 15,440 10,577 Property, Plant and Equipment Furniture and Equipment 3,500 3,500 Less: Accumulated Depreciation 3,279 3,103 ------------- ------------- 221 397 Total Assets $ 15,661 $ 10,974 ============= ============= LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable and Accrued Liabilities $ 296,030 $ 293,278 Notes Payable 67,500 67,500 Other Advances 244,682 244,682 Due to Related Parties 55,187 55,187 ------------- ------------- Total Current Liabilities 663,399 660,647 Commitment and Contingencies -- -- (Deficiency in) Stockholders' Equity: Preferred Stock, par value $.0001 per share; 20,000,000 shares authorized; none issued at September 30, 2004 and June 30, 2004 -- -- Common Stock, par value $.0001 per share; 2,500,000,000 shares authorized; 585,044,511 and 556,583,616 shares issued and outstanding at September 30, 2004 and June 30, 2004, respectively 58,504 55,658 Common Stock Subscription 460 (9,020) Additional Paid-in-Capital 17,186,253 16,644,365 Accumulated Deficit (17,892,955) (17,340,676) ------------- ------------- Total (Deficiency in) Stockholders' Equity (647,738) (649,673) ------------- ------------- Total Liabilities and (Deficiency in) Stockholders' Equity $ 15,661 $ 10,974 ============= =============
See Accompanying Notes to Unaudited Condensed Consolidated Financial Information 3 BENTLEY COMMERCE CORP. CONDENSED CONSOLIDATED STATEMENTS OF LOSSES (UNAUDITED) For the three months ended September 30, 2004 2003 ---- ---- Revenues: Sales, net $ 97,699 $ -- Operating expenses: Selling, general and administrative 648,102 481,477 Depreciation 175 175 -------------- -------------- Total operating expenses 648,277 481,652 Loss from operations (550,578) (481,652) Interest income (expense) (1,701) (2,588) -------------- -------------- Loss from operations before provision for income taxes (552,279) (484,240) Provision for income taxes -- -- -------------- -------------- Net loss $ (552,279) $ (484,240) ============== ============== Loss per common share (basic and assuming dilution) $ (0.00) $ (0.00) ============== ============== Weighted average shares outstanding 578,299,527 325,629,786 ============== ==============
See Accompanying Notes to Unaudited Condensed Consolidated Financial Information 4 BENTLEY COMMERCE CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the three months ended September 30, 2004 2003 ---- ---- Cash flows from operating activities: Net loss from operating activities $(552,279) $(484,240) Adjustments to reconcile net loss to net cash (used in) operating activities: Depreciation 175 175 Common stock issued in exchange for services rendered 448,000 266,600 Consulting Fees prepaid in prior year with Company common stock -- 37,638 Stock options vested in exchange for services (Note D) 333 -- (Increase) decrease in: Accounts receivable 371 -- Other assets 67 -- Increase (decrease) in: Accounts payable and accrued liabilities 2,754 21,927 Cash disbursed in excess of available funds -- (25) ---------- ---------- Net cash (used in) operating activities (100,579) (157,925) Cash flows from financing activities: Proceeds from sale of common stock, net of cost 69,000 -- Proceeds from common stock subscription 9,480 52,100 Proceeds from other advances -- 107,900 Proceeds from (repayment of) related parties advances 27,400 24,709 ---------- ---------- Net cash provided by used in financing activities 105,880 184,709 Net increase in cash and cash equivalents 5,301 26,784 Cash and cash equivalents at beginning of the period 1,702 -- ---------- ---------- Cash and cash equivalents at end of the period $ 7,003 $ 26,784 ========== ========== Supplemental Disclosures of Cash Flow Information: Cash paid during period for interest $ -- $ -- Cash paid during period for taxes $ -- $ -- Common stock issued in exchange for services $ 448,000 $ 266,600 Common stock issued previously incurred debt $ -- $ 70,000 Common stock issued in exchange for related party advances $ 27,400 $ 27,500 Stock options vested in exchange for services (Note D) $ 333 $ -- Operating expenses paid by barter credits (Note B) $ 91,145 $ -- See Accompanying Notes to Unaudited Condensed Consolidated Financial Information
5 BENTLEY COMMERCE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION SEPTEMBER 30, 2004 (UNAUDITED) NOTE A - SUMMARY OF ACCOUNTING POLICIES General ------- The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Accordingly, the results from operations for the three-month period ended September 30, 2004, are not necessarily indicative of the results that may be expected for the year ended June 30, 2005. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated June 30, 2004 financial statements and footnotes thereto included in the Company's SEC Form 10-KSB. Basis of Presentation --------------------- Bentley Commerce Corp., formerly Bentley Communications Corp., ("Bentley" or the "Company") was incorporated under the laws of the state of Florida in February 1992. In December 2003, the Company incorporated a wholly-owned subsidiary, Bentley's Crump Barter Network, Inc., under the laws of the state of Nevada. The Company began to direct its activities towards the "trade" and "barter" industry. In January 2004, the Company changed its name from Bentley Communications Corp. to Bentley Commerce Corp. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Twirlme.com, Inc., Legends Surfboards, Inc. Omnibomb Corp, Kyrenia Acquisition, Corp., Kryptosima Acquisition Corp. and Bentely's Crump Barter Network, Inc. All subsidiaries except Bentley's Crump Barter Network, Inc. are currently non-operative. All significant intercompany transactions have been eliminated. Stock Based Compensation ------------------------ In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. 6 BENTLEY COMMERCE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION SEPTEMBER 30, 2004 (UNAUDITED) NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED) Stock Based Compensation (Continued) ------------------------------------ The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of the fair market value of the Company's stock at the date of the grant over the exercise price of the related option. The Company has adopted the annual disclosure provisions of SFAS No. 148 in its financial reports for the year ended June 30, 2003 and has adopted the interim disclosure provisions for its financial reports for the subsequent periods. The Company has no awards of stock-based employee compensation issued and outstanding at September 30, 2004. Revenue Recognition ------------------- For revenue from products and services, the Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered/services rendered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or services has not been rendered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services has been rendered or no refund will be required. On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. The staff updated and revised the existing revenue recognition in Topic 13, Revenue Recognition, to make its interpretive guidance consistent with current accounting guidance, principally EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates portions of the Revenue Recognition in Financial Statements - Frequently Asked Questions and Answers document that the SEC staff considered relevant and rescinds the remainder. The company's revenue recognition policies are consistent with this guidance; therefore, this guidance will not have an immediate impact on the company's consolidated financial statements. The Company recognizes revenues from cash fees charged in managing its barter business (see Note B) when persuasive evidence of an arrangement exists, the transaction has occurred, the charges are fixed and determinable and no major uncertainty exists with respect to collectibility. Reclassification ---------------- Certain reclassifications have been made to conform to prior periods' data to the current presentation. These reclassifications had no effect on reported losses. 7 BENTLEY COMMERCE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION SEPTEMBER 30, 2004 (UNAUDITED) NOTE B - BARTER TRANSACTIONS In December 2003, the Company incorporated a wholly-owned subsidiary, Bentley's Crump Barter Network, Inc. The Company began to direct its activities towards the "trade" and "barter" industry, in which the Company provides services in exchange for barter credits. Barter credits can be utilized in the future as full or partial payments towards the purchases of various merchandise, products and services. The Company receives barter credits in exchange for services, or as part of the association fees, interest on member credit lines, and transaction fees. Transactions that involve the exchange of goods or services for other goods or services are accounted for in accordance with Emerging Issues Task Force Issue 99-17, Accounting for Advertising Barter Transactions ("EITF 99-17"), Emerging Issues Task Force Issue 93-11, Accounting for Barter Transactions Involving Barter Credits ("EITF 93-11"), and APB Opinion No. 29, Accounting for Non-Monetary Transactions" ("APB 29"). Accordingly, the Company generally records the carrying value of goods or services provided at nominal values, since the goods or services lack readily determinable fair values within reasonable limits, and the Company has no history of receiving cash in similar transactions. The Company uses barter credits in the acquisition of goods or services used in its operations. When reasonably determinable, the Company charges to operations the transactions at the fair value of the goods or services received. During the period ended September 30, 2004, the Company charged to operations a total of $91,145 of purchases and expenses that were paid by barter credits. NOTE C - CAPITAL STOCK The Company has authorized 2,500,000,000 shares of common stock, with a par value of $.0001 per share and 20,000,000 shares of preferred stock, with a par value of $.0001 per share. The Company has 585,044,511 and 556,583,616 shares of common stock issued and outstanding at September 30, 2004 and June 30, 2004, respectively. The Company has no preferred stock issued and outstanding at September 30, 2004 and June 30, 2004. For the period ended September 30, 2004, the Company issued an aggregate of 6,357,142 shares of common stock in exchange for $69,000 of cash, net of costs and fees. The Company issued an aggregate of 20,903,753 shares of common stock to consultants for services of $448,000. Valuation of common stock issued for services was based upon the value of the services rendered, which did not differ materially from the fair value of the Company's common stock during the period the services were rendered. The Company issued an aggregate of 1,200,000 shares of common stock to related parties in exchange for $27,400 of previously incurred debt. Additionally, the Company received $9,480 of proceeds, net of costs and fees, from investors pursuant to stock subscription agreements the Company entered into in July and August 2004. As of September 30, 2004, the common shares subscribed have not been issued and the Company has accounted the proceeds received as stock subscription payable. 8 BENTLEY COMMERCE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION SEPTEMBER 30, 2004 (UNAUDITED) NOTE D - STOCK OPTIONS AND WARRANTS Options The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to consultants at September 30, 2004. Options Outstanding Options Exercisable ------------------- ------------------- Weighted Average Remaining Weighted Number Contractual Life Weighed Average Number Average Exercise Prices Outstanding (Years) Exercise Price Exercisable Exercise Price --------------- ----------- ------- -------------- ----------- -------------- $ 0.50 200,000 1.25 $ 0.50 200,000 $ 0.50 $ 1.00 200,000 1.25 1.00 200,000 1.00 $ 0.03 21,000,000 3.69 0.03 17,250,000 0.03 $ 0.05 275,000 2.42 0.05 275,000 0.05 ------ ---------- ---- ------ ---------- ------ 21,675,000 3.63 $ 0.04 17,925,000 $ 0.05 ========== ==== ====== ========== ======
Transactions involving the Company's options issuance are summarized as follows: Number of Weighted Average Options Exercise Price ------- -------------- Outstanding at June 30, 2002 400,000 $ 0.75 =========== ======== Granted -- -- Exercised -- -- Cancelled or Expired -- -- ----------- -------- Outstanding at June 30, 2003 400,000 $ 0.75 =========== ======== Granted 35,275,000 0.03 Exercised (4,000,000) 0.03 Cancelled or Expired (10,000,000) 0.03 ----------- -------- Outstanding at June 30, 2004 21,675,000 $ 0.04 =========== ======== Granted -- -- Exercised -- -- Cancelled or Expired -- -- ----------- -------- Outstanding at September 30, 2004 21,675,000 $ 0.04 =========== ======== Warrants -------- The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to shareholders at September 30, 2004. 9 BENTLEY COMMERCE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION SEPTEMBER 30, 2004 (UNAUDITED) NOTE D - STOCK OPTIONS AND WARRANTS (CONTINUED) Warrants (Continued) Options Outstanding Options Exercisable ------------------- ------------------- Weighted Average Remaining Weighted Number Contractual Life Weighed Average Number Average Exercise Prices Outstanding (Years) Exercise Price Exercisable Exercise Price --------------- ----------- ------- -------------- ----------- -------------- $ 0.05 1,500,000 1.96 $ 0.05 1,500,000 $ 0.05 ------ --------- ----- ------ --------- ------ 1,500,000 1.96 $ 0.05 1,500,000 $ 0.05 ========= ===== ====== ========= ======
Transactions involving the Company's warrants issuance are summarized as follows: Number of Weighted Average Warrants Exercise Price -------- -------------- Outstanding at June 30, 2002 100,000 $ 0.20 =========== ======== Granted -- -- Exercised -- -- Cancelled or Expired (100,000) 0.20 ----------- -------- Outstanding at June 30, 2003 $ -- $ -- =========== ======== Granted -- -- Exercised -- -- Cancelled or Expired -- -- ----------- -------- Outstanding at June 30, 2004 $ -- $ -- =========== ======== Granted 1,500,000 0.05 Exercised -- -- Cancelled or Expired -- -- ----------- -------- Outstanding at September 30, 2004 $ 1,500,000 $ 0.05 =========== ======== The Company did not grant stock options to shareholders or consultants during the period ended September 30, 2004 and 2003. The estimated value of the compensatory stock options vested during the period ended September 30, 2004 was determined using the Black-Scholes pricing model and the following assumptions: contractual term of 3 years, a risk free interest rate of 2.75%, a dividend yield of 0% and volatility of 50%. The amount of the expense charged to operations for compensatory stock options vested during the period ended September 30, 2004 and 2003 was $333 and $0, respectively. During the period ended September 30, 2004, the Company granted non-compensatory warrants to an investor to purchase 1,500,000 of the Company's common stock at $0.03 to $0.06 per share. 10 Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Certain statements in "Management's Discussion and Analysis and Plan of Operation" are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2003 REVENUES -------- In addition to cash revenues, the Company earns Trade Dollars as compensation from exchanges participating in the trade exchange network, from transaction fees from its online exchanges and from profits from the sale of products and services as a result of transactions entered into by the Company as a member of the exchange network. Revenues were $97,699 for the three months ended September 30, 2004, as compared to $0 for the three months ended September 30, 2003. The increase in revenue was attributable to the company's entrance into the barter business. Costs and Expenses ------------------ Selling, general and administrative expenses ("SG&A") during the three month ended September 30, 2004 and 2003 were $648,102 and $481,477, respectively. This 35% of increase is due to the company's entrance into the barter business. Management is unable to accurately predict the nature and extent of future costs and expenses from this activity. During the three months ended September 30, 2004, Bentley paid approximately $448,000 of consulting fees with Company common stock, as well as $333 of consulting fees are in connection with issuance of stock options. Depreciation expense was $175 for the three months ended September 30, 2004 and 2003. 11 INTEREST EXPENSE ---------------- Interest expense was $1,701 and $2,588 for the three months ended September 30, 2004 and 2003. NET LOSS APPLICABLE TO COMMON STOCK ----------------------------------- Net loss applicable to Common Stock was $552,279 for the three months ended September 30, 2004, compared to $484,240 for the three months ended September 30, 2003. Net loss per common share was $0.001 for the three months ended September 30, 2004 and $0.001 for the three months ended September 30, 2003. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- The Company continues to experience losses from operations and is primarily dependent on outside sources of funding to continue its operations. At September 30, 2004, the Company's cash and cash equivalents on hand were $7,003 compared to $1,702 at June 30, 2004. Management recognizes that until sufficient product sales are achieved, the Company has a continuing need to raise capital to fund its daily operations and research and development activities. The Company lacks assured available financial resources to meet its September 30, 2004 working capital deficit of $647,959 and future operating costs. Obligations are being met on a month-to-month basis as cash becomes available. There can be no assurances that the Company's present flow of cash will be sufficient to meet current and future obligations. The Company has incurred losses since its inception, and continues to require additional capital to fund operations and development. As such, the Company's ability to pay its already incurred obligations is mostly dependent on the Company achieving its sales goal or raising additional capital in the form of equity or debt. THE INDEPENDENT AUDITOR'S REPORT ON THE COMPANY'S JUNE 30, 2004 FINANCIAL STATEMENTS INCLUDED THE COMPANY'S 10KSB, FILED ON OCTOBER 15, 2004, STATES THAT THE COMPANY'S RECURRING LOSSES RAISE SUBSTANTIAL DOUBTS ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN. 12 Fiscal 2005 PLAN OF OPERATION ----------------------------- The company's strategy is to create a worldwide affiliated network of independent exchanges and receive a small portion of every barter transaction processed throughout its system. Its strategy is to serve independent barter networks and simultaneously develop its global corporate barter business that will enable it to become a principal party to typically larger corporate transactions. The company believes it can satisfy its cash requirements through the sale of stock, paying consultants and others with stock until it becomes profitable. The company wants to raise $1 million during Fiscal 2005 to cover expenses before it may become profitable by the end of fiscal 2005. However, the lack of capital is an impediment to rapid growth. The company will continue to invest in maintaining and enhancing its VirtualBarter software. This will help to assure its competitive advantage. No significant equipment, plants or elaborate facilities are planned. As cash flow and investment in the company increases, it expects to add about eight employees in key roles. Meanwhile, it will compensate them as consultants with stock. ITEM 3. CONTROLS AND PROCEDURES The Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of September 30, 2004. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports the Company files under the Exchange Act are recorded, processed and reported as required. 13 PART II - OTHER INFORMATION ITEM 1. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS In July 2004, the Company issued an aggregate of 137,600 shares of common stock to a consultant in exchange for services rendered, valued at $3,440. In July 2004, the Company issued an aggregate of 1,357,142 shares of common stock to two investors in exchange for $19,000 of cash, net of costs and fees. In September 2004, the Company issued an aggregate of 5,000,000 shares of common stock to an investor in exchange for $50,000 of cash, net of costs and fees. These transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. Item 2. DEFAULTS UPON SENIOR SECURITIES NONE Item 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. NONE Item 4. OTHER INFORMATION NONE Item 5. EXHIBITS AND REPORTS ON FORM 8-K Exhibit Number Description of Document ------ ----------------------- 3.1 Articles of Incorporation of the Registrant (1) 3.2 By-laws of the Registrant (1) 3.3 Articles of Amendment to Articles of Incorporation of Bentley Communications Corp. (2) 10.1 October 2002 Non-Qualified Stock & Stock Option Plan (3) 10.2 January 2003 Non-Qualified Stock & Stock Option Plan (4) 10.3 June 2003 Non-Qualified Stock & Stock Option Plan (5) 10.4 2004 Equity Incentive Plan (6) 31.1 Certification of the Chief Executive Officer of Bentley Communications Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer of Bentley Communications Corp. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer and Chief Financial Officer of Bentley Communications Corp. pursuant to Section 906 of the Sarbanes Oxley Act of 2002 14 (1) Previously filed as an exhibit to the Company's Form 10-QSB dated June 1, 2000 (2) Previously filed as an exhibit to the Company's Form 10-KSB dated June 30, 2002 (3) Filed with the Company's Form S-8, filed October 28, 2002 (File No. 333-100774) and incorporated by reference herein (4) Filed with the Company's Form S-8, filed March 17, 2003 (File No. 333-103884) and incorporated by reference herein (5) Filed with the Company's Form S-8, filed June 18, 2003 (File No. 333-106243 and incorporated by reference herein (6) Filed with the Company's Form S-8, filed November 16, 2004 (File No. 333-120553 and incorporated by reference herein (B) Reports on Form 8-K. One report was filed on Form 8-K during the three months ended September 30, 2004 and one report was filed on November 3, 2004. (1) On July 13, 2004, Bentley reported that, effective June 28th 2004, it moved its principle executive offices to 9040 Town Center Parkway, Bradenton, Florida 34202. In addition, effective June 28, 2004, director Gordon F. Lee resigned as a director and officer of the Registrant and reached a Confidential Settlement and Release Agreement by and between the Registrant and Mr. Lee dated June 28, 2004. (2) On November 3, 2004 the company filed a Form 8-K and reported the following sales of unregistered securities. These securities were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D. On November 3, 2004, the Board of Directors accepted a Subscription Agreement from David L. Perry for the purchase of 400,000 shares of unregistered securities at a purchase price of $0.013 per share. This issuance was intended to be exempt from registration under section 4(2) and/or Regulation D of the Securities Act of 1933. On November 3, 2004, the Board of Directors accepted a Subscription Agreement from Robert Mr. Deery and Betty J. Deery for the purchase of 500,000 shares of unregistered securities at a purchase price of $0.01 per share. This issuance was intended to be exempt from registration under section 4(2) and/or Regulation D of the Securities Act of 1933. On November 3, 2004, the Board of Directors accepted a Subscription Agreement from Naveed Saleem for the purchase of 1,500,000 shares of unregistered securities at a purchase price of $0.0045 per share. This issuance was intended to be exempt from registration under section 4(2) and/or Regulation D of the Securities Act of 1933. On November 3, 2004 the Board of Directors approved the issuance of 1,500,000 shares of restricted common stock to First Equity Group, Inc. in exchange for consulting services rendered in the amount of $11,700. 15 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 19, 2004 BENTLEY COMMERCE CORP. By: /s/ Bruce Kamm ---------------------------- CEO In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: November 19, 2004 /s/ Bruce Kamm CEO -------------- Date: November 19, 2004 /S/ Robert Schumacher COO --------------------- 16