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):  March 16, 2004


                            PROTON LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)

         WASHINGTON              000-31883                91-2022700
      (State or other           (Commission            (I.R.S. Employer
        jurisdiction            File Number)          Identification No.)
     of incorporation)


1150 MARINA VILLAGE PARKWAY, SUITE 103, ALAMEDA, CA                     94501
     (Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code:   (510) 865-6412


                          BentleyCapitalCorp.com, Inc.
                     (Former Name of small business issuer)



                           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  5.  Other Events

     On March 16, 2004, we changed our name. Our new name is Proton
Laboratories, Inc. Our former name was BentleyCapitalCorp.com, Inc.


ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)  Financial Statements.

                  None.


     (b)  Exhibits.



Exhibit        Description
Number

3.1.1          Amendment to the Articles of Incorporation

3.1.2          Certificate of Articles of Amendment

99.1           Press  release


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.

PROTON LABORATORIES, INC.



(signed) ___________________________
/s/ Edward Alexander                               April 14, 2004
Name:  Edward Alexander
Title: President



                                  EXHIBIT INDEX


Exhibit        Description
Number

3.1.1          Amendment to the Articles of Incorporation

3.1.2          Certificate of Articles of Amendment

99.1           Press  release