U.S. 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 Quarterly Period Ended June 30, 1998
|_|     Transition Report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the Transition Period from ________________
        to _________________

Commission file number:  0-19503

                           BENTLEY INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                 MEGACARDS, INC.
                           (Former name of registrant)


          Missouri                                    43-1325291
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

          9719 Conway Road                            63124
          St. Louis, Missouri                       (Zip Code)
Address of principal executive offices)


Registrant's telephone number, including area code  314-569-1659

Indicate by check mark whether the registrant:  (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities 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 |_|.

On August 17, 1998, the registrant had 2,963,285 outstanding shares of Common
Stock, $.18 par value.

Transitional Small Business Disclosure Format  (Mark one):  Yes |_|    No|X|.


<PAGE>

                          BENTLEY INTERNATIONAL, INC.
                                  FORM 10-QSB

                                      INDEX



                              
PART I -- CONSOLIDATED FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements....................................1

        Consolidated Balance Sheets -- June 30, 1998 and December 31, 1997....1

        Consolidated Statements of Operations  -- Three Months Ended
        June 30, 1998 and 1997 and Six Months Ended June 30, 1998 and 1997...2

        Consolidated Statements of Cash Flows -- Six Months Ended
        June 30, 1998 and 1997...............................................3

        Notes to Consolidated Financial Statements...........................4

ITEM 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation.............................................13

PART II -- OTHER INFORMATION

ITEM 2. Changes in Securities and Use of Proceeds............................19

ITEM 4. Submission of Matters to a Vote of Securities Holders................20

ITEM 6. Exhibits and Reports on Form 8-K.....................................21

SIGNATURE....................................................................23

FINANCIAL DATA SCHEDULE

<PAGE>

PART I -- CONSOLIDATED FINANCIAL INFORMATION
Item 1.   Consolidated Financial Statements
<TABLE>

                  BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                     Assets
<CAPTION>
                                                       June 30,     
                                                           1998     December 31,
                                                     (Unaudited)            1997           
                                      -----------------------------------------
<S>
Current Assets                                        <C>              <C> 
   Cash                                            $     11,461       $    9,332
   Accounts receivable                                    4,481               --
   Other current assets                                  48,227               --
   Net assets from discontinued segment
     (Notes 4 and 8)                                  2,390,428        2,182,370
--------------------------------------------------------------------------------
        Total Current Assets                          2,454,597        2,191,702

        Equipment And Leasehold Improvements             12,292              --

        Other Assets                                    136,936           69,800
--------------------------------------------------------------------------------

                                                   $  2,603,825       $2,261,502
================================================================================

                       Liabilities And Shareholders' Equity

Current Liabilities
   Accounts payable and accrued expenses           $    145,610      $   343,393
   Notes payable (Note 6)                                     -          320,005
--------------------------------------------------------------------------------
        Total Current Liabilities                       145,610          663,398
--------------------------------------------------------------------------------

Shareholders' Equity
   Preferred stock, $0.01 par value; 1,000,000
   shares authorized, none issued or outstanding              -               -
   Common stock, $0.18 par value; 10,000,000
   shares authorized, 2,813,285 shares issued
   and outstanding                                      506,391          506,391
   Additional paid-in capital                         1,500,178        1,500,178
   Retained earnings (deficit)                          451,646        (408,465)
--------------------------------------------------------------------------------
        Total Shareholders' Equity                    2,458,215        1,598,104
--------------------------------------------------------------------------------

                                                    $ 2,603,825     $  2,261,502
================================================================================
See notes to financial statements.
</TABLE>

                                              1
PAGE>
<TABLE>

                  BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>

                           For The Three Months         For The Six Months
                              Ended June 30,              Ended June 30,
                         ----------------------------------------------------
                            1998          1997            1998        1997
                         ----------------------------------------------------
<S>                       <C>           <C>            <C>           <C>
Net Sales                $  5,861      $    -       $    5,861    $     -

Cost Of Sales                 -             -               -           -
--------------------------------------------------------------------------------

Gross Margin                5,861           -            5,861          -

Selling, General And
Administrative Expenses    85,468       159,673        149,297       197,055
--------------------------------------------------------------------------------

Operating Loss            (79,607)     (159,673)      (143,436)     (197,055)

Interest Expense             (567)      (22,340)        (8,456)      (33,340)

Other Income              131,391           -          131,391        57,026
--------------------------------------------------------------------------------

Income (Loss) From
Continuing Operations      51,217     (182,013)        (20,501)     (173,369)

Income From Discontinued
Operations
(No Tax Effect - Note 4)  475,245      429,998         880,612       743,600
--------------------------------------------------------------------------------

Net Income               $526,462    $ 247,985      $  860,111   $   570,231
================================================================================

Earnings (Loss) Per
Common Share -
 Basic
  Continuing operations  $ 0.02    $     (0.06)        $ (0.01)     $  (0.06)
  Discontinued operations  0.17           0.15            0.31          0.26
--------------------------------------------------------------------------------

                         $ 0.19    $      0.09         $  0.31     $    0.20
================================================================================

Earnings (Loss) Per
Common Share -
 Assuming Dilution
  Continuing operations  $ 0.02     $    (0.06)        $ (0.01)    $   (0.06)
  Discontinued operations  0.16           0.15            0.30          0.26
--------------------------------------------------------------------------------

                         $ 0.18     $     0.09         $  0.29     $    0.20
================================================================================
     See notes to financial statements.

</TABLE>
                                              2
<PAGE>
<TABLE>

                  BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                                      For The Six Months
                                                        Ended June 30,
                                              ---------------------------------
                                                        1998            1997
                                            ---------------------------------
<S>
Cash Flows From Operating Activities                   <C>             <C> 
   Net income                                        $  860,111      $  570,231
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities of
     continuing operations:
        Income from discontinued operations            (880,612)       (743,600)
        Depreciation and amortization                     1,346            -
        Net change in assets and liabilities:
          (Increase) decrease in accounts receivable     (4,482)         48,175
          (Increase) decrease in other assets           (48,227)         21,000
          Increase (decrease) in accounts payable
            and other liabilities                      (197,787)         82,557
-------------------------------------------------------------------------------
Net Cash Used In Operating Activities Of Continuing
  Operations                                           (269,651)        (21,637)
  Net cash provided by discontinued operations          390,395         819,434
-------------------------------------------------------------------------------
Net Cash Provided By Operating Activities               120,744         797,797
-------------------------------------------------------------------------------

Cash Flows From Investing Activities
 Net cash used in investing activities
   of discontinued operations                           (22,130)       (217,181)
 Proceeds from notes receivable                            -             44,000
 Acquisition of subsidiary (Note 3)                     (80,772)           -
-------------------------------------------------------------------------------
Net Cash Used In Investing Activities                  (102,902)       (173,181)
-------------------------------------------------------------------------------

Cash Flows From Financing Activities
 Net proceeds from (payments on) line of credit -
   discontinued operations                              304,292        (608,725)
 Payments on long-term debt -
   discontinued operations                                 -            (66,867)
 Payments on notes payable                             (320,005)        (72,957)
-------------------------------------------------------------------------------
Net Cash Used In Financing Activities                   (15,713)       (748,549)
-------------------------------------------------------------------------------

Net Increase (Decrease) In Cash                           2,129        (123,933)

Cash - Beginning Of Period                                9,332         239,017
-------------------------------------------------------------------------------

Cash - End Of Period                                 $   11,461      $  115,084
===============================================================================


Supplemental Disclosure Of Cash Flow Information
   Interest paid - continuing operations             $   20,517            -
                                              
   Interest paid - discontinued operations               52,311          30,992
-------------------------------------------------------------------------------
                                                     $   72,828      $   30,992
===============================================================================
   See notes to financial statements.
</TABLE>
 

                                              3
<PAGE>


                  BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1998



The accompanying interim financial statements are unaudited, but, in the opinion
of management,  reflect all  adjustments  (consisting  only of normal  recurring
accruals)  necessary  for this  presentation.  Reference  is hereby  made to the
consolidated financial statements, including the notes thereto, contained in the
Company's annual Report on Form 10-KSB for the year ended December 31, 1997. The
results of  operations  for the  six-month  period  ended June 30,  1998 are not
necessarily  indicative  of the  results  to be  expected  for the  year  ending
December 31, 1998.


1.      Basis Of Consolidation

The  consolidated   financial   statements   include  the  accounts  of  Bentley
International,  Inc. (the "Company") and its wholly-owned subsidiaries,  Windsor
Art, Inc.  ("Windsor") (see Note 4), Janco Design,  Inc. ("Janco") (see Note 4),
Bentley  Information  Services,  Inc.  ("BIS") and Alnick Realty  Company,  Inc.
("Alnick").  All significant intercompany transactions have been eliminated from
the consolidated financial statements.


2.      Earnings (Loss) Per Common Share

In 1997,  the Financial  Accounting  Standards  Board issued  Statement No. 128,
Earnings per Share.  Statement 128 replaced the calculation of primary and fully
diluted  earnings per share with basic and diluted  earnings  per share.  Unlike
primary  earnings  per share,  basic  earnings  per share  excludes any dilutive
effects of options,  warrants and convertible  securities.  Diluted earnings per
share is very similar to the  previously  reported  fully  diluted  earnings per
share and  includes the dilutive  effects of options,  warrants and  convertible
securities as if they had been exercised. All earnings per share amounts for all
periods have been presented and, where  appropriate,  restated to conform to the
Statement 128 requirements.




                                              4
<PAGE>

3.      Nature Of Operations

Bentley  International,  Inc. ("Bentley"),  formerly Megacards,  Inc., designed,
repackaged  and marketed  sports  picture cards produced by major sports picture
card manufacturers and marketed sports picture card accessories. Megacards, Inc.
became  Bentley in June 1996 as the Board of Directors  believed that the change
of the Corporate  name would better  reflect the  broadening of the scope of the
business of the Company. Windsor manufactures and distributes decorative mirrors
and framed  prints to furniture  stores,  mass  merchants,  hotels and designers
throughout  the United  States.  During  1996,  Bentley  discontinued  its Janco
product  line of framed  prints and  mirrors  and sold its sports  picture  card
business segment in order to reduce costs and to improve its liquidity position.
Subsequent  to the balance sheet date,  the Company sold all of the  outstanding
shares of stock of Windsor (see Note 4).

In May 1998, the Company  purchased  certain assets of a credit reporting agency
for  approximately  $80,000 and formed Bentley  Information  Services,  Inc. The
acquisition was accounted for as a purchase.

4.      Discontinued Operations

On December 27, 1996, Janco discontinued its operations due to historical losses
in an effort to reduce  costs and  improve  overall  liquidity  of the  Company.
Certain  assets of Janco  consisting of inventory  and equipment  were sold to a
third party prior to December 31, 1996.

On January 24, 1997, an involuntary bankruptcy case was filed against Janco, and
on February 18, 1997, Janco consented to the involuntary  filing, as a Chapter 7
debtor.  As reported on Form 8-K,  filed by the Company  January 26,  1998,  the
Bankruptcy Trustee,  Bentley,  certain shareholders who held promissory notes of
which  Janco  was  the  maker  and  Bentley  and  Windsor  were  the  guarantors
("Noteholders")  and other parties related to such  shareholders  entered into a
stipulation  for settlement  agreement  pursuant to which Bentley agreed to pay,
subject to court approval of the stipulation agreement to the bankruptcy estate,
$85,000 in exchange for a full release of Bentley, Windsor, certain of Bentley's
shareholders and certain present and past officers and directors from all claims
of  the  Trustee.  In  addition,  the  bankruptcy  estate  agreed  to pay to the
noteholders  one- half of the proceeds from the liquidation of certain assets of
Janco,  approximately  $45,000. The court approved the stipulation  agreement on
February 27,  1998.  The  release of  liability  of the  Company by the  Trustee
resulted in a $1,258,838  reduction of the Company's general  liabilities.  As a
result of the  reduction  in  liabilities  and the  elimination  of the reserves
established  to cover  potential  liability  resulting  from the  termination of
Janco, an extraordinary gain was recognized at December 31, 1997.

In June 1998,  the Company  adopted a plan to sell its  Windsor Art  subsidiary.
Accordingly,  Windsor Art and Janco  (decorative  mirror and framed art business
segment)  are  accounted  for as  discontinued  operations  in the  accompanying
consolidated financial statements.



                                              5
<PAGE>

Windsor  revenues were $3,257,599 and $3,034,546 for the three months ended June
30, 1998 and 1997,  respectively,  and  $6,941,246  and  $6,139,917  for the six
months  ended  June 30,  1998 and 1997,  respectively.  Janco  had no  operating
activity  in the  aforementioned  periods.  The net  assets  of  Windsor  in the
accompanying  consolidated balance sheets at June 30, 1998 and December 31, 1997
consisted   of   the    following:
<TABLE>
                                                 June   30,    December   31,
                                                       1998              1997
                                              ----------------------------------
<S>                                             <C>               <C>
Cash                                          $    115,073      $     91,197
Receivables, net                                 1,978,771         1,886,527
Inventories                                      2,415,905         1,824,908
Other current assets                                96,008            83,621
----------------------------------------------------------------------------
                                                 4,605,757         3,886,253
Equipment and leasehold improvements               168,184           190,381
----------------------------------------------------------------------------
                                                 4,773,941         4,076,634
----------------------------------------------------------------------------

Current liabilities                              2,248,080         1,596,137
Other long-term liabilities                        135,513           298,127
----------------------------------------------------------------------------
                                                 2,383,593         1,894,264
----------------------------------------------------------------------------

Net assets from discontinued operations        $ 2,390,348       $ 2,182,370
============================================================================
</TABLE>

The net  operating  activity  of  Windsor  after the  measurement  date  through
June 30, 1998 was not significant.

On July 7, 1998,  the  contract to sell the stock of Windsor was  executed.  The
sale closed on July 30, 1998 (see Note 8).


5.      Stock Dividend And Reverse Stock Split

On July 8, 1996,  the  Company's  Board of Directors  authorized  a  one-for-six
reverse stock split of the Company's  common shares,  and an increase in the par
value, from $0.03 to $0.18.

On September 3, 1997, the Company's Board of Directors authorized a four-for-one
stock  dividend,  to be distributed  October 22, 1997, to shareholders of record
September 24, 1997, which had the effect of a five-for-one  stock split,  except
that the par value  remained  $0.18 per share.  All share and per share  amounts
have been adjusted retroactively to reflect the stock dividend and reverse stock
split.


6.      Notes Payable

Notes payable and long-term debt consist of:
                                                      June 30,    December 31,
                                                          1998            1997
                                             ---------------------------------



                                        6
<PAGE>
<TABLE>


<S>                                                <C>               <C> 
Borrowings under $1,200,000 line of credit           
agreement ($2,000,000 in 1997)secured by 
business assets of Windsor, bearing interest
at the prime rate plus 1.5%,due December 1,
1998,reflected in net assets
of discontinued operations                         $1,043,827      $    730,565

Notes payable - stockholders, secured by
collateral agreement, subordinate to third
party debt, bearing interest at the prime
rate plus 2% paid in March 1998                           -             328,975
------------------------------------------------------------------------------

                                                   $1,043,827      $  1,059,540
</TABLE>

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

In  connection  with the sale of Windsor,  the credit  agreement  was amended to
provide that (i) all  outstanding  indebtedness  would be due on  September  30,
1998, and (ii) $1,200,000 of the cash proceeds from the sale of Windsor would be
pledged to secure repayment of the indebtedness.

7.      Earnings Per Common Share

For the six months ended June 30, 1998 and 1997, the computation of basic and
diluted earnings per common share is as follows:
<TABLE>

                                                      1998               1997
                                            ---------------------------------
<S>                                              
Numerator for basic and diluted                    <C>                <C>
earnings per share  -  income
available to common shareholders                  $  860,111         $  570,231
==============================================================================

Denominator:
  Weighted average number of 
  common shares used in basic EPS                  2,813,285          2,813,285

  Effect of dilutive securities:
  Common stock options                               169,454               -
------------------------------------------------------------------------------

Weighted number of common shares and dilutive
  potential common stock used in diluted EPS       2,982,739          2,813,285
==============================================================================
</TABLE>

For the six months ended June 30, 1997, common stock options were not included
in diluted EPS because their effect was antidilutive.


8.      Subsequent Events

Pro Forma Information

The  following pro forma  consolidated  balance sheet of the Company at June 30,
1998 gives  effect to the July 30, 1998 sale of stock of  Windsor,  as if it was
effective at June 30, 1998. The statement gives the effect to the sale under the
assumptions in the accompanying notes to the pro forma financial statements.

The following pro forma consolidated  statement of operations of the Company for
the six months  ended June 30, 1998 and the year ended  December  31, 1997 gives
effect to the sale as if the effective  date of the sale was January 1, 1998 and
January 1, 1997,

                                              7
<PAGE>

respectively.  The statement  gives effect to the sale under the  assumptions in
the accompanying notes to the pro forma financial statements.

The pro forma  adjustments  relate to the sale of Windsor  and the  issuance  of
common stock and warrants of the Company to Interiors,  Inc. ("Interiors"),  the
acquirer  of  Windsor.  The  consideration  for the  stock of  Windsor  was:  a)
$1,700,000 in cash,  b) a $2,000,000  secured  promissory note payable over four
years with  interest  at 8% per annum,  and a discount  of  $500,000  if paid by
September 30, 1998, and c) a $3,300,000 secured, short-term promissory note, due
September 30, 1998 with interest at 8% per annum. The short-term note required a
$300,000  payment on July 30, 1998. The maturity date of the short-term note may
be extended to October 30, 1998, if, on or before September 30, 1998,  Interiors
pays the  Company  (i) all  interest  accrued  on the  short-term  note  through
September 30, 1998,  plus (ii)  $500,000 to reduce the  principal  amount of the
short-term  note,  plus (iii) an extension  fee of $100,000,  which fee will not
reduce the principal  amount of the short-term note. The value of the promissory
notes for  purposes  of the pro forma  adjustments  are at face  value  less the
prepayment discount.  The actual valuation of these assets may differ from these
assumptions.

In connection  with the purchase of Windsor,  Interiors also  purchased  150,000
shares of common stock of the Company for 750,000 shares of its common stock and
purchased a warrant to purchase  300,000  shares of common  stock of the Company
for an additional  750,000  shares of its common stock.  If certain events occur
prior to December 31, 1998, Interiors has the option, but not the obligation, to
reacquire  its shares from the Company for  $1,625,000  by December 31, 1998. In
addition,  if prior to December 31, 1998, Interiors  consummates an underwritten
public offering of Interiors stock pursuant to a registration statement declared
effective  under the Securities Act of 1933, as amended,  in which the aggregate
gross proceeds  (before  underwriting  fees,  commissions  and discounts) are at
least  $15,000,000,  then Interiors has the obligation,  and not the option,  to
repurchase the shares of Interiors for  $1,625,000.  The value of the Interiors'
stock for  purposes of the pro forma  adjustments  is valued at this  discounted
amount.

The pro forma  financial  statements  may not be  indicative of the results that
would  have  actually  occurred  if the  sale had been  effective  on the  dates
indicated  or the results  that may be  obtained  in the  future.  The pro forma
financial statements should be read in conjunction with Form 8-K, dated July 30,
1998, the  consolidated  financial  statements of the Company for the year ended
December  31,  1997 under Form 10KSB and for the six months  ended June 30, 1998
under Form 10QSB.



                                              8
<PAGE>
<TABLE>

                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                     Assets
<CAPTION>

                                  As Reported                        Pro Forma
                                      June 30,       Pro Forma         June 30,
                                          1998      Adjustments            1998
                                ------------------------------------------------
<S>                              <C>                  <C>             <C>
Current Assets
   Cash                         $   11,461           $2,000,000 (2)  $2,011,461
   Accounts receivable               4,481                 -              4,481
   Notes receivable                   -               4,500,000 (3)   4,500,000
   Other current assets             48,227                 -             48,227
   Net assets from 
   discontinued operations       2,390,428           (2,390,428)(1)        -
---------------------------------------------------------------------------------------------
        Total Current Assets     2,454,597            4,109,572       6,564,169

Equipment And Leasehold
Improvements                        12,292                 -             12,292

Marketable Securities                 -               1,625,000 (3)   1,625,000

Other Assets                       136,936                 -            136,936
---------------------------------------------------------------------------------------------

Total Assets                    $ 2,603,825           5,734,572      $8,338,397
=============================================================================================

                      Liabilities And Shareholders' Equity

Current Liabilities
   Accounts payable and
   accrued expenses             $   145,610          $  806,000 (5)  $  951,610
   Income taxes payable                -                481,000 (5)     481,000
---------------------------------------------------------------------------------------------
      Total Current Liabilities     145,610           1,287,000       1,432,610
---------------------------------------------------------------------------------------------

Shareholders' Equity
   Preferred stock                     -                   -               -
   Common stock                     506,391              27,000         533,391
   Additional paid-in capital     1,500,178           1,598,000 (4)   3,098,178
   Retained earnings (deficit)      451,646           2,822,572       3,274,218
---------------------------------------------------------------------------------------------
      Total Shareholders' Equity  2,458,215           4,447,572       6,905,787
---------------------------------------------------------------------------------------------

Total Liabilities And
Shareholders' Equity            $ 2,603,825          $5,734,572      $8,338,397
=============================================================================================
</TABLE>

NOTE: The Pro Forma Consolidated Balance Sheet gives effect to the following pro
forma adjustments:

(1)Represents  the  elimination  of net  assets in  connection  with the sale of
Windsor  Art,  Inc.

(2)Represents  cash  proceeds  of $2 million from the sale.

(3)Represents  promissory  notes at discounted  value and stock of the purchaser
received at discounted value. The actual value of these assets may differ from
these assumptions.

(4)Represents the issuance of common stock and a warrant for common  stock of
Bentley.

(5)Represents  accrued  bonuses,  severance  pay and professional fees and the
estimated income tax liability in connection with the gain on sale.

                                              9
<PAGE>
<TABLE>

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>
                              As Reported                         Pro Forma
                                 June 30,       Pro Forma          June 30,
                                     1998      Adjustments             1998
                             ---------------------------------------------------
<S>                             <C>              <C>                 <C>
Net Sales                     $     5,861      $        -           $    5,861

Cost Of Sales                           -               -                    -
----------------------------------------------------------------------------------------------

Gross Margin                        5,861               -                5,861

Selling, General And
Administrative Expenses          (149,297)              -             (149,297)

Interest Income (Expense)          (8,456)         240,000 (2)         231,544

Other Income                      131,391               -              131,391
----------------------------------------------------------------------------------------------

Income (Loss) From
Continuing Operations             (20,501)         240,000             219,499

Discontinued Operations:
 Income from discontinued
 operations                       880,612          880,612 (1)               -
 Gain on sale of discontinued
 segment (net of income taxes
 of $481,000)                           -        2,822,572 (3)       2,822,572
----------------------------------------------------------------------------------------------

Net Income                    $   860,111      $ 2,181,960          $3,042,071
==============================================================================================

Earnings (Loss) Per Common Share -
  Basic And Diluted (4)
   Continuing operations      $     (0.06)                          $     0.07
   Discontinued operations           0.26                                 0.95
----------------------------------------------------------------------------------------------

                              $      0.20                           $     1.02
==============================================================================================

Weighted Average Number
Of Common Shares
Outstanding                     2,813,285                            2,963,285
==============================================================================================
</TABLE>


NOTE:  The Pro Forma Consolidated Statement of Operations for the six-month
period ended June 30, 1998, gives effect to the following pro forma adjustments:

(1)Represents  the  adjustments  necessary  to reflect the sale of Windsor as of
January 1, 1998, by eliminating Windsor's results of operations.

(2)Represents  interest earned on cash proceeds and notes received in
consideration for the sale of Windsor.

(3)Represents the gain on sale, net of estimated tax, of the discontinued
segment, Windsor.

(4)For the six  months ended June 30, 1998, options and warrants were not
included in computing diluted EPS because their effect was antidilutive.


                                              10
<PAGE>
<TABLE>

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>

                                As Reported                           Pro Forma
                               December 31,       Pro Forma        December 31,
                                       1997       Adjustments              1997
                             ---------------------------------------------------
<S>                           <C>                  <C>              <C>
Net Sales                    $            -      $          -      $         -

Cost Of Sales                             -                 -                -
--------------------------------------------------------------------------------

Gross Margin                              -                 -                -

Selling, General And
Administrative Expenses            (266,860)                -         (266,860)

Interest Income (Expense)           (49,628)          480,000 (2)      430,372

Other Income                         42,974                 -           42,974
--------------------------------------------------------------------------------

Income (Loss) From Continuing
Operations                         (273,514)          480,000          206,486

Discontinued Operations
 Extraordinary gain on
  extinguishment of debt          1,174,049        (1,174,049)(1)            -
 Income from discontinued
 operations                       1,526,611        (1,526,611)(1)            -
 Gain on sale of discontinued
 segment (net of income taxes
 of $481,000)                             -         2,822,572 (3)    2,822,572
--------------------------------------------------------------------------------

Net Income                   $    2,427,146      $    601,912      $ 3,029,058
================================================================================

Earnings Per Common Share - Basic
   And Diluted (4)
     Continuing operations          $ (0.10)                            $ 0.07
     Discontinued operations           0.96                               0.95
--------------------------------------------------------------------------------

                                    $  0.86                             $ 1.02
================================================================================

Weighted Average Number Of Common
 Shares Outstanding               2,813,285                          2,963,285
================================================================================
</TABLE>

NOTE: The Pro Forma Consolidated Statement of Operations for the year ended
December 31, 1997 gives effect to the following pro forma adjustments:

(1)Represents  the  adjustments  necessary  to reflect the sale of Windsor as of
January 1, 1997 by  eliminating  Windsor's  results of operations  and all other
similar business segment activity.

(2)Represents   interest   earned  on  cash   proceeds  and  note   received  as
consideration for the sale of Windsor.

(3)Represents the gain on sale, net of tax, of the discontinued segment.

(4)For  1997,  options and warrants  were not included in computing  diluted EPS
because their effect was antidilutive.

                                              11
<PAGE>

9. Contingent Liabilities

Prior to the Annual Meeting of  Shareholders  on July 2, 1998, two  shareholders
delivered  notices  to  Bentley  objecting  to  the  sale  of  Windsor.  Windsor
represented  substantially all of Bentley's assets. In the notices the objecting
Shareholders stated that they own approximately  117,000 shares of Bentley. Such
notices are required under applicable law to preserve the right of the objecting
shareholders  to  surrender  their shares to Bentley and demand that Bentley pay
the objecting shareholders the fair value of their shares as of the day prior to
the Annual Meeting. As a result of such notices and subsequent notices delivered
to Bentley  from such  shareholders,  Bentley's  management  believes  that such
shareholders have the right to require Bentley to acquire  approximately 117,000
of their  shares  for the fair  value  thereof as of the day prior to the Annual
Meeting.  The objecting  shareholders  may choose not to exercise  their rights.
Although management believes that the fair value of such shares on the day prior
to the Annual  Meeting  was less than the price at which  Bentley  stock  traded
(because  of the size of the  blocks  of  shares  compared  to  average  trading
volume),  management  and legal counsel to Bentley cannot predict the amount any
court may award for the fair value of such shares.
 
In addition,  one of the  above-described  shareholders and a third  shareholder
have  objected  to the sale of  Windsor  in  manners  which  Bentley  management
believes do not support a valid claim for payment from Bentley of the fair value
of their shares. One of the above-described,  objecting shareholders also has an
indirect  beneficial  interest in approximately  423,000 shares of Bentley which
are owned by a voting trust.  Such shares were voted in favor of authorizing the
sale of  Windsor.  In  addition,  a third  shareholder,  who stated that he owns
approximately  98,000 shares,  failed to deliver written objection to Bentley of
the sale of Windsor at or prior to the Annual Meeting of  Shareholders  at which
the vote on the sale was  taken.  Based  on these  facts,  Bentley's  management
believes that none of the shares  described in this paragraph are subject to the
rights described in the immediately preceding paragraph. However, management and
legal counsel to  Bentley  cannot  predict  whether a court might hold that such
shareholders do have the right to require Bentley to pay such  shareholders  the
fair value of their shares.




                                              12
PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

OVERVIEW

The  consolidated  financial  statements  include the  accounts of Bentley,  its
wholly owned,  operating subsidiaries, Windsor Art, Inc. ("Windsor") and Bentley
Information  Services,   Inc.,  ("BIS")  and  its  wholly-owned,   non-operating
subsidiaries,  Janco Designs, Inc.  ("Janco") and Alnick Realty  Company,  Inc.
("Alnick").  During the first and second quarters of 1998,  Janco and Alnick did
not have any activity, and the consolidated results of operations consist of the
results of the activities of Bentley, Windsor and BIS.

Bentley,  which was formerly known as Megacards,  Inc.,  divested  itself of its
sports picture card business in 1996 by closing that operation and  contributing
all of its assets, except accounts receivable,  which were collected and applied
to the repayment of the sports picture card segment's  secured debt, to Legends,
L.P., a limited  partnership with Quality Baseball Cards, Inc., in which Bentley
is a limited partner owning 30% of the partnership.  Windsor,  Bentley's primary
operating  subsidiary  during  the second  quarter,  continued  to  produce  and
distribute  framed art and mirrors.  Windsor  increased  its sales,  income from
operations  and net income during the quarter ended June 30, 1998 as compared to
the  corresponding  quarter  of  1997.  In May of  1998,  Bentley  formed  a new
operating  subsidiary, BIS, which acquired  certain assets of a credit reporting
agency situated in Florida.  BIS commenced  operations on May 27, 1998, and thus
generated no sales or net income in the corresponding quarter of 1997.

In June of 1998 the  Company  adopted  a plan to sell its  operating  subsidiary
Windsor  in  connection  with  its  previously  announced  plans to  expand  its
specialty  marketing and  information  management  businesses.  The Company has
notified more than 2,000 privately owned,  credit reporting agencies  throughout
the United  States of its interest in acquiring  such  businesses  in pursuit of
building  an  organization  that  markets  credit  and  background   information
nationwide.   More  than  75  responses  have  been  received,  and  preliminary
discussions  regarding  acquisition have commenced with at least five companies.
Management  is  pursuing  acquisition  opportunities  in this  business  because
management  believes that such businesses  produce a very high return on equity,
require  little debt,  generate  substantial  cash flow and possess  significant
growth potential. There can be no assurance that management's plan will have the
desired  results  given  economic  conditions,   product  and  service  demands,
competitive pricing and other factors.

On July 30, 1998,  pursuant to a Stock  Purchase  Agreement  executed on July 7,
1998, Interiors,  Inc.  ("Interiors")  acquired all of the outstanding shares of
stock of Windsor.  The sale  resulted in the receipt by Bentley of $2,000,000 in
cash and  $5,000,000  in notes.  One of the notes  received  in the  transaction
provides  for a $500,000  discount  if it is  prepaid.  Simultaneously  with the
acquisition of the stock of Windsor, Interiors exchanged 1,500,000 shares of its
Class A Common Stock  ("Interiors  Stock") for 150,000 shares of common stock of
Bentley,  plus a warrant to purchase  another  300,000 shares of common stock of
Bentley  for $10.00 per share.  The  Interiors  Stock is subject to an escrow to
secure  certain   indemnifications  made  by  Bentley  in  connection  with  the
transaction and, subject to certain conditions,  may be bought back by Interiors
for  $1,625,000.  Details  regarding the two  transactions  are  described  more
thoroughly  in the  Company's  Form  8-K of  July  30,  1998,  which  is  hereby
incorporated by reference. Interiors

                                              13
<PAGE>

Stock trades on the NASDAQ SmallCap Market,  under the symbol "INTXA." Interiors
Stock traded for approximately 1 11/16 on the date of the share exchange.

Bentley  anticipates  using the proceeds from the foregoing  transactions in the
following  manner.  Approximately  $800,000 of the proceeds  will be used to pay
bonuses and  severance  pay to employees of Windsor and to pay for  professional
expenses  associated  with the  transactions.  In addition,  prior to the Annual
Meeting of Shareholders on July 2, 1998, two shareholders  delivered  notices to
Bentley  objecting  to the sale of  Windsor.  Such  notices are  required  under
applicable law (when a sale of  substantially  all of the assets of a company is
about to be authorized) to preserve the right of the objecting  shareholders  to
surrender  their  shares to Bentley  and demand that  Bentley pay the  objecting
shareholders  the fair  value of their  shares as of the day prior to the Annual
Meeting. As a result of such notices and subsequent notices delivered to Bentley
from such  shareholders,  Bentley's  management  believes that such shareholders
have the right to  require  Bentley to  acquire  approximately  117,000 of their
shares for the fair value thereof as of the day prior to the Annual Meeting. The
objecting  shareholders  may  choose  not to  exercise  their  rights.  Although
management  believes  that the fair value of such shares on the day prior to the
Annual Meeting was less than the price at which Bentley stock traded (because of
the size of the blocks of shares compared to average trading volume), management
and legal counsel to Bentley  cannot  predict the amount any court may award for
the fair value of such shares.  To the extent not used to satisfy the foregoing,
Bentley  intends  to use the  balance of the  proceeds  in  connection  the with
expansion  of  and  acquisitions   related  to  its  specialty   marketing  and
information management businesses.

One of  the  foregoing  described  shareholders  and a  third  shareholder  also
objected to the sale of Windsor in manners which Bentley management  believes do
not support a valid claim for  payment  from  Bentley of the fair value of their
shares.  One of the  foregoing  shareholders  also  has an  indirect  beneficial
interest in approximately  423,500 shares of Bentley which are owned by a voting
trust.  Such shares were voted in favor of authorizing  the sale of Windsor.  In
addition,  a third  shareholder,  who stated that he owns  approximately  98,000
shares,  failed to deliver written  objection to the sale of Windsor at or prior
to the Annual Meeting of  Shareholders  at which the vote on the sale was taken.
Based on these  facts,  Bentley's  management  believes  that none of the shares
described  in  this  paragraph  are  subject  to  the  rights  described  in the
immediately  preceding  paragraph.  However,  management  and legal  counsel  to
Bentley cannot predict whether a court might hold that such shareholders do have
the right to require  Bentley to pay such  shareholders  the fair value of their
shares.

Alnick currently  has no assets or  liabilities.  Alnick  owned the facility in
which the sports card business was located.  The facility was sold in 1996,  and
Alnick did not have any activity during 1997 or the first six months of 1998.

Janco experienced  operating  difficulties in 1996 that led management to decide
to  collect  Janco's  accounts  receivable  and  apply the net  proceeds  to the
repayment of Janco's senior secured debt. On January 24, 1997,  three  unsecured
creditors of Janco filed a petition for involuntary bankruptcy.  The Company and
Windsor were liable for certain  unpaid  secured debts of Janco.  On January 16,
1998,  the Company  entered  into a  settlement  agreement  with the  Bankruptcy
Trustee  which  required  Bentley to pay  $85,000 in  settlement  for all claims
against the Company.  In exchange,  the Bankruptcy Trustee agreed to pay certain
note holders,  all of whom were principal  shareholders of Bentley,  whose notes
were secured in part by guarantees from the Company and Windsor, one-half of the
proceeds from the liquidation of certain assets of Janco, approximately $45,000.
The court order  approving the settlement  agreement  resulted in the release of
liability  of Bentley and Windsor by the  Trustee and the  Trustee's  payment to
certain note holders, resulting in a reduction of Bentley's general liabilities,
as reflected on the

                                              14
<PAGE>

consolidated  balance  sheet of Bentley and its  subsidiaries  for  December 31,
1997, by approximately $1,259,000. In addition, Bentley recognized approximately
$1,174,000 of  extraordinary  income as of December 31, 1997, as a result of the
reduction in  liabilities  and the  elimination  of the reserves  established to
cover   potential   liabilities   resulting  from  the  termination  of  Janco's
operations.
 
Results of Operations

The following  table  presents the results of  operations  for the six and three
months ended June 30, 1998, and June 30, 1997, for the Company's  framed art and
mirrors (Windsor),  sports picture cards (Megacards),  and marketing information
services (BIS) business segments and for the corporate segment (Bentley):


                                              15

<PAGE>
<TABLE>
 -------------------------------------------------------------------------------
                            Six Months Ended June 30,
                       in thousands except per share data
--------------------------------------------------------------------------------
                        1998                                    1997
--------------------------------------------------------------------------------
              Framed  Sports Marketing General Total Framed Sports General Total
              Art &   Pict.     &      Corp.         Art &  Pict.  Corp.
              Mir.    Cards  Info.                   Mir.   Cards
              (1)            Serv.                   (1)
<S>          <C>       <C>     <C>       <C>   <C>    <C>     <C>    <C>  <C>
Net
Sales       $6,941     $0      $6       $0    $6,947 $6,140  $0     $0   $6,140

Cost of
sales        4,605      0                0     4,605  4,018   0      0    4,018
--------------------------------------------------------------------------------
Gross
Margin       2,336      0       6        0     2,342  2,122   0      0    2,122

Selling, 
general and
admin. exp.  1,578       0      13      136    1,727  1,467  10    187    1,664
--------------------------------------------------------------------------------
Income
(loss)
from ops.     758       0      (7)    (136)      615    655 (10)  (187)     458

Interest
expense       (49)      0      (1)      (8)      (58)   (74)  0    (33)    (107)

Other
income
(expense)    172     117      (1)      15        303    162  54      3      218
--------------------------------------------------------------------------------
Net Income   $881    $117     ($9)    $129      $860   $743 $44  ($217)    $570
================================================================================
Net income
per common
share                                          $0.31                       $0.20

(1) Represents Discontinued Operations
</TABLE>

--------------------------------------------------------------------------------
<TABLE>
                           Three Months Ended June 30
                       in thousands except per share data
--------------------------------------------------------------------------------
                        1998                                    1997
--------------------------------------------------------------------------------
              Framed  Sports Marketing General Total Framed Sports General Total
              Art &   Pict.     &      Corp.         Art &  Pict.  Corp.
              Mir.    Cards  Info.                   Mir.   Cards
              (1)            Serv.                   (1)
<S>           <C>      <C>    <C>       <C>    <C>     <C>     <C>   <C>  <C>
Net
Sales        $3,257   $0     $6        $0     $3,263  $3,035  $0    $0   $3,035

Cost of
Sales         2,041    0      0         0      2,041   1,945   0     0    1,945
--------------------------------------------------------------------------------

Gross
Margin        1,216    0      6         0      1,222   1,090   0     0    1,090

Selling, 
general and
admin.exp.      809    0     13        72        894     710   10    150    870
--------------------------------------------------------------------------------
Income
(loss)
from ops.      407     0     (7)      (72)       328     380  (10)  (150)   220

Interest
expense        (23)    0     (1)        0        (24)    (31)   0    (22)   (53)

Other
income
(expense)       91   117     (1)       15        222      81    0      0     81
--------------------------------------------------------------------------------

Net Income    $475  $117    ($9)      $57       $526    $430 ($10) ($172)  $248
================================================================================

Net income
per common
share                                          $0.19                      $0.09

(1) Represents Discontinued Operations
</TABLE>



                                                     16
<PAGE>

Sales

Windsor's  sales  increased  by $223,000 or 7.35% and  $801,000 or 13.05% in the
three months and six months ended June 30, 1998, compared to the same periods in
1997. The increases were due to improved  marketing and availability of products
in general and some one time orders in the first  quarter of 1998.  Megacards,
Janco and Alnick did not have any sales revenues in either of the quarters.

The  revenues of BIS in the period  commencing  May 27,  1998,  through June 30,
1998, were $5,861. BIS was not in business in the comparable period of 1997.

Cost of Sales and Gross Margin

Windsor's  costs of sales increased by $95,000 and $586,000 for the three months
and six months ended June 30, 1998,  compared to the same period in 1997.  Gross
Margin  increased to $1,217,000  and $2,337,000  from  $1,090,000 and $2,122,000
during  the three  month  and six month  periods  of 1998  compared  to the same
periods in 1997. As a percentage of sales,  Gross Margin improved from 35.91% to
37.37% in the  three  months  ended  June 30,  1998,  compared  to 1997,  due to
selective price increases to offset increases in costs, and incremental  sales
without a corresponding  increase in fixed costs.  However,  for the six months
ended June 30, 1998,  Gross Margin  decreased to 33.66% as compared to 34.56% in
1997 due to lower  margins on one time  orders  and  special  promotions  in the
first quarter of 1998.

Operating Expenses

Windsor's  selling,  general  and  administrative  expenses  were  $809,000  and
$1,578,000  or 24.84% and 22.74% of sales,  for the three  months and six months
ended June 30,  1998,  as compared  to $710,000  and  $1,467,000  or 23.39% and
23.90% of sales during the same periods of 1997. During this period  advertising
and marketing  expenses and variable  expenses,  such as  commissions  on sales,
increased but were offset by a decrease in personnel and travel costs.

Other Items

Windsor's  interest  cost  decreased  due to lower  borrowings.  Bentley  had no
interest  expense in the second quarter because the stockholder  notes were paid
off partly in late 1997 and the balance in the first quarter of 1998.

The other income for Windsor results from the amortization of excess of acquired
assets  over cost in the second  quarter of 1998 and 1997 and a refund of income
taxes in the second quarter of 1998. The other income for Megacards results from
the  extinguishment  of a liability  for payment of lease on a St.  Louis retail
location  in  1998,  while  in 1997  the  other  income  was  from  recovery  of
receivables that were previously written off.

Liquidity and Capital Resources

Bentley's  cash on hand  was  $11,000  and  $9,000  at June 30,  1998 and  1997,
respectively. During this period the cash generated from discontinued operations
decreased from $819,000 in 1997 to $390,000 in 1998.  During 1997 both inventory
and  receivables  decreased,  while in 1998  inventory  increased to support the
higher level of sales. During the quarter  approximately $81,000 was expended to
acquire the assets of Best Credit Bureau, Inc.

On May 27, 1998, the Company,  through BIS,  purchased the assets of Best Credit
Bureau,  Inc. of Miami,  Florida.  The Company  recently  upgraded  the computer
software  used by BIS,  which will allow  BIS's  clients to access its data base
from personal computers located in the clients' offices. The cost of the upgrade
was approximately $20,000.



                                              17
<PAGE>

As of June 30, 1998, Windsor had a line of credit of $1,200,000 on which Windsor
had borrowed  $1,044,000.  In connection with the sale of Windsor,  the maturity
date of the line of credit was modified. The line of credit matures on September
30, 1998.  Management  believes that the funds available from the line of credit
and funds generated from  operations  will be sufficient to meet presently known
requirements.

                                              18
<PAGE>


Derivatives

The Company does not invest in any derivatives. Windsor's line of credit loan is
tied to market rates.  The Company's  investment  portfolio does not include any
derivatives.

Other Factors That May Affect Future Results

Year 2000 Issue - Company

The Company has  reviewed  its current  computer  system to identify the systems
that could be affected by the Year 2000 Issue. The Year 2000 Issue is the result
of computer  programs  being written using two digits rather than four to define
the applicable year.

The  Company  presently  believes  that  the  Year  2000  problem  will not pose
significant operational problems for the Company's computer systems.

Year 2000 Issue - Suppliers

Prior to the sale of Windsor, the Company was in the process of contacting  its
major  suppliers  to  discuss  the Year 2000  Issue.  As a result of the sale of
Windsor,  this process was  discontinued  because  there are no  suppliers.  The
Company is investigating  the need to contact information service providers of
BIS to discuss the Year 2000 Issue.


PART II -- OTHER INFORMATION


Item 2.   Changes in Securities and Use of Proceeds

On July 30, 1998,  pursuant to a Securities  Purchase  and  Registration  Rights
Agreement between Interiors and Bentley, Interiors acquired the following equity
interests in Bentley for the consideration recited: (i) 150,000 shares of common
stock of Bentley  (the  "Bentley  Stock") for  750,000  shares of Class A Common
Stock of  Interiors  ("Interiors  Stock")  and (ii) a  warrant  to  purchase  an
additional  300,000  shares of  Bentley  Stock for $10 per share  (the  "Bentley
Warrant")  for an  additional  750,000  shares of Interiors  Stock.  The Bentley
Warrant  will expire at the earlier of 10 years  after July 30,  1998,  or sixty
days after the last reported sale price per share of Bentley Stock,  as reported
on the OTC Bulletin  Board or any stock exchange upon which the Bentley Stock is
subsequently  listed,  exceeds $15 per share.  In the event that, on or prior to
December 31, 1998, (i) a $2,000,000, secured, subordinated, long term promissory
note from  Interiors  to Bentley (the "Long Term Note") has been repaid in full,
(ii) the $1,000,000 in "mezzanine financing", if any, which Interiors may obtain
if  a  $3,300,000,  secured,  subordinated,  short  term  promissory  note  from
Interiors  to Bentley (the "Short Term Note")  (collectively  the Long Term Note
and the Short  Term Note are  referred  to  herein  as the  "Notes")  is paid by
September 30, 1998,  and (iii) a Consulting  Agreement  between the former Chief
Executive Officer of Windsor, Windsor and Interiors has been bought out pursuant
to the terms  thereof,  Interiors  has the option,  but not the  obligation,  to
purchase the  Interiors  Stock owned by Bentley for  $1,625,000  by December 31,
1998.  In  addition,  if prior to December 31, 1998,  Interiors  consummates  an
underwritten  public  offering of  Interiors  Stock  pursuant to a  registration
statement declared


                                              19
<PAGE>

effective  under the Securities Act of 1933, as amended,  in which the aggregate
gross proceeds  (before  underwriting  fees,  commissions  and discounts) are at
least  $15,000,000,  then Interiors has the obligation,  and not the option,  to
repurchase the Interiors Stock for $1,625,000. The Bentley Stock and the Bentley
Warrant to purchase  additional Bentley Stock acquired by Interiors were pledged
to secure  repayment of the  promissory  notes executed by Interiors in favor of
Bentley in  connection  with the  purchase of Windsor.  The  Interiors  Stock is
subject to an escrow  agreement and voting trust.  The Bentley Stock and Bentley
Warrant are also subject to a voting  trust.  Additional  information  about the
terms  of the  promissory  notes,  the  "mezzanine  financing",  the  Consulting
Agreement,  the escrow  agreement and the voting trusts and the  transactions in
general is contained in the Form 8-K filed by the Company for the closing of the
transactions  which took  place July 30,  1998,  and is hereby  incorporated  by
reference herein.

The Company claims an exemption  from  registration  of the  securities  sold to
Interiors  under Section 4(2) of the Securities Act of 1933 due to the following
facts:  (i) the Company is the issuer of the  securities;  (ii) the Company is a
reporting  company  regarding which financial and other  information of the type
which would be disclosed in a registration statement is publicly available;  and
(iii) the purchaser,  Interiors,  is sophisticated  with respect to business and
financial matters.


Item. 4   Submission of Matters to a Vote of Security Holders

The annual meeting of  shareholders of the Company was held on July 2, 1998. The
following directors were elected to the three director positions of the Company:
(i) Lloyd R. Abrams;  (ii) Janet L. Salk;  and (iii)  Ramakant  Agarwal.  On the
record date,  2,813,285 shares of Bentley Stock were outstanding and the holders
of 2,137,500  shares,  or 75.98 % of the shares of Bentley Stock voted in person
or by proxy,  constituting a quorum. There were no broker non-votes. The matters
voted on at the  meeting,  the number of votes cast for,  against,  withheld and
abstaining were as indicated in the table below: 

To elect  directors  to serve  until the 1999  Annual  Meeting  and until  their
successors  are elected and  qualified.

                                    FOR        AGAINST         WITHHELD
Lloyd R. Abrams                 2,117,500         0              0         
Janet L. Salk                   2,117,500         0              0
Ramakant Agarwal                2,117,500         0              0

FOR       AGAINST   ABSTAIN          RESOLUTION
2,117,500       0    20,000    1. To ratify the appointment of Rubin, Brown,
                               Gornstein & Co. LLP as the Company's independent
                               public accountants for 1998-99.

2,117,500  20,000         0    2. To approve the sale of the Company's wholly
                               owned subsidiary, Windsor Art, Inc., which 
                               represents substantially all of the assets of the
                               Company, to Interiors, Inc. or another party on 
                               the terms described in the Company's Information
                               Statement dated June 11, 1998, which is hereby

 

<PAGE>

                               incorporated by reference, or on such terms as
                               the Board of Directors shall determine.

2,117,500  20,000         0    3. To amend the Articles of Incorporation on
                               substantially the terms set out in the Company's
                               Information Statement dated June 11, 1998, which
                               is hereby incorporated by reference, to provide
                               that warrants may be issued, from time to time, 
                               for any authorized stock of the Company, on such
                               terms and conditions as the Board of Directors
                               shall determine.

2,117,500  20,000         0    4. To issue common stock and warrants of the
                               Company to Interiors, Inc. or another party on 
                               the terms described in the Company's Information
                               Statement dated June 11, 1998, which is hereby
                               incorporated by reference, or on such terms and
                               conditions as the Board of Directors shall
                               determine.


Item. 6   Exhibits and Reports on Form 8-K

(a)Exhibits:

Exhibit No. Description

2.1 Stock Purchase Agreement between Bentley International,  Inc. and Interiors,
Inc. dated July 7, 1998,  incorporated by reference from the Form 8-K of Bentley
International, Inc. dated effective July 30, 1998.

2.2  Securities  Purchase and  Registration  Rights  Agreement  between  Bentley
International,  Inc. and Interiors,  Inc. dated July 30, 1998,  incorporated  by
reference from the Form 8-K of Bentley International,  Inc. dated effective July
30, 1998.

4.1 Warrant to Purchase 300,000 shares of Common Stock of Bentley International,
Inc.,  $0.18  par  value,  issued  to  Interiors,  Inc.,  dated  July 30,  1998,
incorporated by reference from the Form 8-K of Bentley International, Inc. dated
effective July 30, 1998.

4.2 Amendment to the Articles of Incorporation of Bentley  International,  Inc.,
dated July 2,  1998,  incorporated  by reference  from the Form 8-K of Bentley
International, Inc. dated effective July 30, 1998.

10 Annexes which are contracts or addenda to contracts dated July 30, 1998, to
the Stock Purchase Agreement between Bentley International,  Inc. and Interiors,
Inc.,  which were listed on the Form 8-K of Bentley dated effective July 30,
1998, are attached  hereto in full.  Certificates of Authority from officers of
Bentley and Interiors which were also addenda to the Stock  Purchase  Agreement
are  omitted.   The  annexes   listed  below  are  contracts   between   Bentley
International, Inc. and Interiors, Inc. except where noted:

10.1           Annex A-1 --   $2,000,000 Promissory Note

10.2           Annex A-2 --  $3,300,000 Promissory Note

10.3           Annex B   --  Escrow Agreement between U.S. Bank Trust, Bentley


                                              21
<PAGE>

                             International, Inc. and Interiors, Inc.

10.4           Annex F  --   Non-Competition Agreement between Windsor Art, Inc.
                             and Lloyd R. Abrams

10.5           Annex I  --   Consulting Agreement between Windsor Art, Inc.,
                             Interiors, Inc. and Lloyd R. Abrams

10.6           Annex J  --   Pledge Agreement

10.7           Annex K  --   Continuing Guaranty between Max and Laurie Munn and
                             Bentley International, Inc.

10.8           Annex M  --   Subordination Language

10.9           Annex N  --   Windsor Voting Trust Agreement between Lloyd R.
                             Abrams and Max Munn as Voting Trustees, Interiors,
                             Inc. and Bentley International, Inc.

10.10          Annex O  --   Bentley Voting Trust Agreement between Lloyd R.
                             Abrams as Voting Trustee, Interiors, Inc. and
                             Bentley International, Inc.

10.11         Annex P  --   Interiors Voting Trust Agreement between Max Munn
                             as Voting Trustee, Interiors, Inc. and Bentley 
                             International, Inc.

19             Information Statement of Bentley International, Inc. on Schedule
               14C, dated June 11, 1998, which is hereby incorporated by
               reference.

27             Financial Data Schedule

(b)     Reports on Form 8-K:

Forms 8-K regarding the  settlement of bankruptcy  proceedings  of a subsidiary,
Janco Designs, Inc., were filed effective January 26, 1998 and March 9, 1998 and
a Form 8-K regarding the sale of the Windsor subsidiary to Interiors, Inc. was
filed effective July 30, 1998.


NOTE:  THIS REPORT  CONTAINS  CERTAIN  FORWARD  LOOKING  STATEMENTS  OF THE TYPE
DESCRIBED IN THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995. THE RESULTS OF MANAGEMENT'S  PLANS ARE BEYOND THE ABILITY OF
THE  COMPANY TO  CONTROL.  ECONOMIC  CONDITIONS,  PRODUCT  AND  SERVICE  DEMAND,
COMPETITIVE  PRICING AND OTHER FACTORS COULD CAUSE MATERIALLY  DIFFERENT RESULTS
FROM THOSE PLANNED BY MANAGEMENT.

                                           SIGNATURE

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 thereunto duly authorized.


                                              22
<PAGE>


                                    BENTLEY INTERNATIONAL, INC.
                                          (Registrant)


August 19, 1998                     By: /s/Lloyd R. Abrams
                                        -------------------
                                    Lloyd R. Abrams, President
                                    and Chief Executive Officer
 
August 19, 1998                     By: /s/Ramakant Agarwal
                                        -------------------
                                    Ramakant Agarwal,
                                    Chief Financial Officer



                                              23