BENTLEY CAPITAL CORP COM INC
8-A12G, 2000-11-02
FOOD STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A

  For Registration Of Certain Classes Of Securities Pursuant To Section 12(b) Or
                   (b) Of The Securities Exchange Act Of 1934


                            BentleyCapitalCorp.com Inc.
       -------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Washington                                    91-2022700
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

       5076 Angus Drive
Vancouver, British Columbia, CANADA                     V6M 3M5
(Address and telephone number of                      (Zip  Code)
  principal executive offices)


If  this  form  relates to the registration of a class of securities pursuant to
Section  12(b)  of  the  Exchange  Act  and  is  effective  pursuant  to General
Instruction  A.(c),  check  the  following  box.  [ ]

If  this  form  relates to the registration of a class of securities pursuant to
Section  12(g)  of  the  Exchange  Act  and  is  effective  pursuant  to General
Instruction  A.(d),  check  the  following  box.  [X]

Securities  Act  registration  statement file number to which this form relates:
333-33854

Securities  to  be  registered  pursuant  to  Section  12(b)  of  the  Act:

NONE

Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:

Common  Stock,  $0.0001  Par  Value  Per  Share


<PAGE>
================================================================================

     Item  1.  Description  of  Registrant's  Securities  to  be  Registered.

The  description  of  the common stock of Registrant set forth under the caption
"Description  of  Capital  Stock" in Registrant's Registration Statement on Form
SB-2  (File  No. 333-33854) as originally filed with the Securities and Exchange
Commission  on  March  31,  2000  or  as subsequently amended (the "Registration
Statement"),  and  in  the prospectus included in the Registration Statement, is
hereby  incorporated  by  reference  in  response  to  this  item.

ITEM  2.     EXHIBITS.

The following exhibits are filed herewith or incorporated herein by reference to
the  corresponding  exhibit number in the Registrant's Registration Statement on
Form  SB-2  (File  No.  333-33854)  as  originally filed with the Securities and
Exchange  Commission  on  March  31,  2000  or  as  subsequently  amended:


EXHIBIT
 NUMBER    DESCRIPTION
-------    -----------
  3.1      Articles of Incorporation
  3.2      Bylaws
  4.1      Specimen Stock Certificate
  4.2      Stock Subscription Agreement


================================================================================

                                    Signature

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its  behalf  by  the  undersigned,  thereto  duly  authorized.

                                       BentleyCapitalCorp.com  Inc.


                                       By:  /s/  Michael Kirsh
                                           -------------------------------------
                                                  MICHAEL KIRSH
                                                    PRESIDENT

                                       Date  November 2, 2000
                                            ------------------------------------


<PAGE>


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