U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 FORM 10-QSB/A

(Mark one)
|X|Quarterly Report under Section 13 or 15(d) of the Securities  Exchange Act of
   1934 for the Quarterly Period Ended March 31, 1999
|_|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 May 10, 1999 the registrant had 3,083,285 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

                                                                          Page

PART I -- CONSOLIDATED FINANCIAL INFORMATION

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

   Consolidated Balance Sheets -- March 31, 1999 and December 31, 1998...... 1

   Consolidated  Statements of Operations -- Three Months Ended March 31,
   1999 and 1998 ........................................................... 2

   Consolidated Statements of Cash Flows -- Three Months Ended
   March 31, 1999 and 1998.................................................. 3

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

ITEM 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operation................................................. 6

PART II -- OTHER INFORMATION

ITEM 1. Legal Proceedings................................................... 9

ITEM 2. Changes in Securities and Use of Proceeds...........................11

ITEM 4. Submission of Matters to a Vote of Security Holders.................11

ITEM 6. Exhibits and Reports on Form 8-K....................................12

SIGNATURE...................................................................14


This Form 10-QSB/A  includes all of the text of the Form 10-QSB filed on May 17,
1999,  which  consisted  of Part  II,  which  is  amended  in part by this  Form
10-QSB/A, and all of Part I, which was not included in the Form 10- QSB filed on
May 17, 1999.



<PAGE>




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  ("PSLR  Act of  1995").  The  results  of
     management's  plans are beyond  the  ability  of the  Company  to  control.
     Economic conditions,  service demand, competitive pricing and other factors
     could cause materially  different results from those planned by management.
     Additional  discussions of certain forward looking  statements can be found
     at the end of Item 2 of Part I and Item 1 of Part II.

                                    PART I


Item 1.  Financial Statements
<TABLE>


                            BENTLEY INTERNATIONAL, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEET
                                      Assets
<CAPTION>
                                                             March 31,
                                                                  1999  December 31,
                                                           (Unaudited)          1998
<S>                                                        <C>          <C>
Current Assets:
   Cash and cash equivalents                               $ 5,397,042  $ 6,350,884
   Tax Refund Due                                              708,733           --
   Accounts receivable                                         200,502      136,644
   Other current assets                                         11,318       46,978
       Total Current Assets                                  6,317,595    6,534,506

       Equipment And Leasehold Improvements                    156,753      127,014
       Goodwill                                                538,218      479,050
       Investments                                                 --       300,028
       Other Assets                                             74,611       74,900

                                                           $ 7,087,177  $ 7,515,498




                       Liabilities And Shareholders' Equity

Current Liabilities:
   Accounts payable and accrued expenses                   $    392,877 $    828,117
   Note payable                                                  36,000           --
       Total Current Liabilities                                428,877      828,117

       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, 3,083,285 shares issued and outstanding
     at March 31, 1999 and December 31, 1998                    554,991      554,991
   Additional paid-in capital                                 2,656,578    2,656,578
   Retained earnings                                          3,451,429    3,475,812
                                                              6,662,998    6,687,381
   Less:  Treasury stock - at cost                                4,698            --
       Total Shareholders' Equity                             6,658,300    6,687,381

                                                           $  7,087,177 $  7,515,498



See the accompanying notes to condensed consolidated financial statements.
</TABLE>

                                        1

<PAGE>



<TABLE>
                            BENTLEY INTERNATIONAL, INC.
                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    (UNAUDITED)
<CAPTION>

                                                             For The Three Months
                                                                 Ended March 31,
                                                                1999          1998
<S>                                                        <C>         <C>
Net Sales                                                  $ 331,368   $        --

Cost Of Sales                                                144,818            --

Gross Margin                                                 186,550            --

Selling, General And Administrative
   Expenses                                                  283,033        63,829

   Operating Loss                                            (96,483)      (63,829)

   Interest Income (Expense)                                  68,568        (7,889)

   Other Income                                                3,537            --

   Loss From Continuing Operations                           (24,378)      (71,718)

   Discontinued Operations (Note 3)
   Income from discontinued operations                            --       405,367

   Net Income (Loss)                                       $ (24,378)  $   333,649

   Earnings (Loss) Per Common Share -
   Basic:
     Continuing operations                                 $    (0.01) $     (0.03)
     Discontinued operations                                      --          0.15

                                                           $    (0.01) $      0.12

     Earnings (Loss) Per Common Share -
   Assuming Dilution:
     Continuing operations                                 $    (0.01) $     (0.03)
     Discontinued operations                                      --          0.14

                                                           $    (0.01) $      0.11




See the accompanying notes to condensed consolidated financial statements.
</TABLE>

                                        2

<PAGE>



<TABLE>
                            BENTLEY INTERNATIONAL, INC.
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)





<CAPTION>
                                                              For The Three Months
                                                                  Ended March 31,
                                                                 1999         1998
<S>                                                        <C>           <C>
Cash Flows From Operating Activities:
   Net income (loss)                                       $   (24,378)  $ 333,649
   Adjustments to reconcile net income to net cash
     provided by operating activities of continuing
     operations:
       Income from discontinued operations                          --    (405,367)
       Depreciation and amortization                            20,875          --
       Net change in assets and liabilities:
         Increase in accounts receivable                       (63,858)         --
         Tax refund due                                       (708,733)         --
         (Increase) decrease in other assets                    35,660     (26,316)
         Decrease in accounts payable and other liabilities   (435,240)    (47,209)
Net Cash Used In Operating Activities
Of Continuing Operations                                    (1,175,674)   (145,243)
Net Cash provided by discontinued operations                        --     909,226
Net Cash Provided By (Used In) Operating Activities         (1,175,674)    763,983

Cash Flows From Investing Activities:
   Net cash used in investing activities
   of discontinued operations                                       --    (124,868)
   Capital expenditures                                        (38,151)         --
   Purchase of treasury stock                                   (4,698)         --
   Acquisition of subsidiary                                   (35,347)         --
   Disposition of investment                                   300,028          --
Net Cash Used In Investing Activities                          221,832    (124,868)

Cash Flows From Financing Activities:
   Net proceeds from (payments on) line of credit -
   discontinued operations                                          --    (315,223)
   Payments on notes payable                                        --    (320,005)
Net Cash Used In Financing Activities                               --    (635,228)

Net Increase (Decrease) In Cash                               (953,842)      3,887

   Cash And Cash Equivalents - Beginning Of Period           6,350,884       9,332

   Cash - End Of Period                                    $ 5,397,042   $  13,219



See the accompanying notes to condensed consolidated financial statements.
</TABLE>

                                        3

<PAGE>



                          BENTLEY INTERNATIONAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 1999




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.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
Reference is hereby made to the consolidated financial statements, including the
notes thereto, contained in the Company's annual Report on Form 10-KSB/A for the
year ended  December 31, 1998.  The results of  operations  for the  three-month
period ended March 31, 1999 are not necessarily  indicative of the results to be
expected for the year ending December 31, 1999.


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 3) and Residential Mortgage Credit
     Reporting,  Inc. ("RMCR"). All significant  intercompany  transactions have
     been eliminated from the consolidated financial statements.

2.    Operations

      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 businesses of the Company.

      Windsor manufactured and distributed  decorative mirrors and framed prints
      to furniture stores, mass merchants,  hotels and designers  throughout the
      United  States.  During 1996, the Company  discontinued  its Janco product
      line and sold its sports picture card business  segment in order to reduce
      costs and to improve its liquidity position. On July 30, 1998, the Company
      sold all of the outstanding shares of stock of Windsor (see Note 3).

      The Company, through its operating subsidiaries acquired in 1998, operates
      a  credit   reporting   service  which  provides   mortgage  lenders  with
      consolidated  credit  reports  drawn  from  reports  generated  by several
      single-source credit reporting bureaus.

      Business Combinations:

      Pursuant to an agreement dated May 28, 1998, the Company purchased certain
      assets of a credit  reporting  company  for  $75,000  and  formed  Bentley
      Information Services, Inc. ("BIS"). The acquisition was accounted for as a
      purchase.

      Pursuant to an agreement dated November 12, 1998, the Company acquired all
      the outstanding shares of Residential  Mortgage Credit Reporting,  Inc., a
      credit  reporting  company,  for $300,000 in cash,  plus 120,000 shares of
      Bentley's  common stock.  The acquisition was accounted for as a purchase.
      In 1999,  BIS and RMCR merged.  BIS became the surviving  corporation  and
      changed its name to RMCR.


                                      4

<PAGE>



      Pursuant  to  an  agreement   dated  February  23,  1999,   RMCR  acquired
      substantially all of the assets of Mortgage Credit Service  ("M.C.S."),  a
      credit  reporting  company for $76,000.  RMCR signed a promissory note for
      $36,000,  to be paid at the rate of 10% per month of the collected monthly
      billings from existing  customers of M.C.S.  The remainder of the purchase
      price was paid in cash.


3.    Discontinued Operations

      On July 30, 1998,  the Company sold its Windsor  subsidiary  to Interiors,
      Inc.  ("Interiors").  Accordingly,  Windsor's decorative mirror and framed
      art business  segment are accounted for as discontinued  operations in the
      accompanying consolidated financial statements.

      Windsor  revenues  were  $3,683,647  for the three  months ended March 31,
      1998.

      Originally,  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 short-term note was
      repaid as scheduled on September 30, 1998.

      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  occurred prior to December 31, 1998,  Interiors had 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  consummated 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)  were at  least
      $15,000,000,  then Interiors had the  obligation,  and not the option,  to
      repurchase the shares of Interiors for $1,625,000.

      On December 1, 1998,  the Company,  Interiors,  Windsor,  Lloyd R. Abrams,
      President of Bentley ("Mr.  Abrams") and Max Munn,  President of Interiors
      ("Mr.  Munn")  entered  into a  Repurchase  Agreement  and Mutual  General
      Release (the  "Repurchase  Agreement")  with respect to (i) certain rights
      and obligations  arising under the Stock Purchase  Agreement dated July 7,
      1998 between  Bentley and Interiors (the "Stock  Purchase  Agreement") and
      all related  documents  executed in connection with the sale of Windsor by
      Bentley to Interiors and (ii) rights and  obligations  pertaining to stock
      of  Bentley  and  of  Interiors  pursuant  to a  Securities  Purchase  and
      Registration  Rights  Agreement  dated  July  30,  1998  (the  "Securities
      Purchase  Agreement").  Pursuant to the Repurchase  Agreement,  Interiors,
      Windsor  and Munn  released  Bentley  and  Abrams and  Bentley  and Abrams
      released  Interiors,  Windsor and Mr. Munn from any claims other than with
      respect  to the  rights  and  obligations  arising  under  the  Repurchase
      Agreement.

      Pursuant to the Repurchase  Agreement Bentley released from a voting trust
      and pledge  agreement  all of the capital  stock of Windsor to  Interiors,
      canceled and delivered to Interiors the $2,000,000  note made by Interiors
      in favor of Bentley on July 30, 1998 (the "Note"), paid Windsor $100.00 in
      connection   with  the   purchase  by  Bentley  from  Windsor  of  certain
      furnishings and furniture and transferred to Windsor  1,500,000  shares of
      Interiors  Class  A  Common  Stock  (the  "Interiors  Shares")  previously
      acquired from  Interiors  pursuant to the Securities  Purchase  Agreement,
      which  shares had been  subject to an escrow  agreement  among  Interiors,
      Bentley and U.S.  Bank Trust dated July 30, 1998 (the "Escrow  Agreement")
      to secure  certain  warranties  and  representations  Bentley  had made to
      Interiors in connection  with the sale of Windsor.  In exchange  Interiors
      paid to Bentley $2,440,000 in cash plus interest from November 29, 1998 at
      13% per annum,  agreed to transfer  110,000 shares of Bentley Common Stock
      to the President of Windsor and unconditionally  assumed the obligation of
      Bentley to convey 100,000 shares of Interiors  Class A Common Stock to the
      President of Windsor in  satisfaction of certain  obligations  Bentley had
      incurred to the President of Windsor pursuant to a bonus agreement.


                                      5

<PAGE>



      Pursuant to the Repurchase  Agreement Mr. Abrams also agreed to cancel his
      future rights and was released from his  obligations  under the Consulting
      Agreement.  In  exchange  for the  cancellation  and  release  Mr.  Abrams
      received from  Interiors  $125,000 in cash plus interest from November 29,
      1998 at 13% per  annum,  40,000  shares of  Bentley  Common  Stock and the
      warrant for up to 300,000  shares of Bentley  Common Stock,  which warrant
      Interiors had purchased from Bentley  pursuant to the Securities  Purchase
      Agreement.


Item 2.  Management's Discussion and Analysis or Plan of Operation


OVERVIEW

      Bentley  has  aggressively  pursued a  transition  from the framed art and
mirror business to the marketing and information services  businesses,  of which
the credit  reporting  business  is one,  and is  continuing  to  explore  other
acquisition  possibilities in the information  services and specialty  marketing
businesses and certain other businesses. The Company continues to be in a strong
liquidity position,  with no debt other than trade credit and no preferred stock
outstanding.  Bentley  plans to use most of the  proceeds of its sale of Windsor
Art, Inc.,  its previous  framed art and mirror  business,  to expand the credit
reporting  business  and  to  make  acquisitions  in  the  specialty  marketing,
information services and certain other businesses.

      Bentley plans to expand nationwide the consolidated,  residential mortgage
credit reporting  business of its operating  subsidiary,  RMCR. In December 1998
RMCR  replaced  its old computer  hardware  and  software  with new hardware and
software.  In March 1999,  RMCR  acquired  substantially  all of the assets of a
consolidated credit reporting business located in Arizona.  Currently,  RMCR has
sales representatives in Arizona,  California,  Illinois,  Missouri and Florida.
Management plans to expand the business nationwide.  In January, 1999 RMCR hired
an  experienced  sales  representative  to  build  RMCR's  business  of  selling
background  reports  to  businesses.  The  initial  sales  effort is  focused on
northern California. If successful, RMCR intends to expand its marketing efforts
throughout the country.

      The Company is currently investigating other acquisition  opportunities in
specialty marketing, information services and certain other industries. No other
opportunities  currently under  consideration  have developed to the stage where
any  acquisition  appears  likely.  Management is  researching  acquisitions  of
speciality  marketing and information services firms 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.
Management   expects  these  acquisitions  and  the  expansion  of  the  current
businesses to produce a trend toward increased net sales, revenue and income and
that there will be a high return on the Company's capital.

      On July 30,  1998,  the Company  sold its framed art and mirror  business,
Windsor  Art,  Inc.  ("Windsor"),  which  represented  substantially  all of its
assets, to Interiors,  Inc. ("Interiors").  On December 1, 1998, Bentley entered
into a Repurchase  Agreement and Mutual General  Release with  Interiors,  Inc.,
Windsor Art, Inc.,  Lloyd R. Abrams and Max Munn, which is attached as Exhibit 2
to Bentley's Form 8-K dated December 1, 1998. The transactions between Interiors
and Bentley are more fully described in the following prior  securities  filings
of Bentley  and the  portions of the  following  documents  that  pertain to the
transactions with Interiors, Inc. are hereby incorporated by reference: Form 8-K
dated  December 1, 1998,  Form 10-QSB dated  September 30, 1998,  Form 8-K dated
July 30, 1998 and Form 10- QSB dated June 30, 1998.

      The Board of Directors of Bentley has also  approved a repurchase  program
with respect to the Company's  common stock,  which currently  trades on the OTC
Bulletin  Board.  The company will repurchase no more than 100,000 shares in the
open market over a period of no more than twelve months,  subject to the further
limitation that the number of shareholders  will not be decreased below 300. The
price for the common  stock was $1.00 per share as of March 11,  1999.  The book
value of such stock as of March 31, 1999, was $2.16 per share.

      On September 29, 1998, Bentley was sued by three shareholders.  One of the
shareholders  was an officer  of Janco  Designs,  Inc.,  the  subsidiary  of the
Company which was the subject of an  involuntary  bankruptcy  proceeding and has
now been dissolved. The other two shareholders are former officers and directors
of the Company who acted as such when the Company's  sole business  consisted of
the sports picture card business known as Megacards. That

                                      6

<PAGE>



business  segment was  discontinued in 1996. The litigation is described in more
detail in Part II,  Item 1 regarding  litigation  and the  financial  statements
hereto.  It is  currently  not  possible  to give a  reasonable  estimate of the
Company's exposure in these lawsuits.  The Company anticipates that any judgment
against it regarding  the  shareholder  litigation  will be  satisfied  out of a
non-material portion of the proceeds of the sale of Windsor. Management does not
believe  that the  litigation  will  significantly  interfere  with its plans to
expand the credit reporting business or with its liquidity,  net sales,  revenue
or income.


Results of Operations

      The  following  is   management's   discussion  and  analysis  of  certain
significant  factors which have affected the  Company's  financial  position and
operating  results  during the  periods  covered by the  accompanying  condensed
consolidated financial statements.

      On July 30, 1998 the Company sold its main operating  subsidiary,  Windsor
Art, Inc., which represented substantially all of the operations of the Company.
Aggregate cash ultimately generated from the sale of Windsor was $6,481,000. All
of Windsor's  operations have been presented as discontinued  operations for all
applicable  periods  presented  in  the  accompanying   consolidated   financial
statements.

Continuing Operations

      Continuing  operations consists of the activities of the  credit-reporting
business segment.

      Two  subsidiaries  of the Company  merged  during the first  quarter 1999.
These  subsidiaries  were  RMCR  under  its  former  name,  Bentley  Information
Services,  Inc.,  a  Missouri  corporation,  and an  Arizona  corporation  named
Residential  Mortgage  Credit  Reporting,  Inc which  merged  into RMCR.  RMCR
(Missouri) was acquired May 27, 1998.  Residential  Mortgage  Credit  Reporting,
Inc., an Arizona  corporation,  was acquired October 31, 1998.  Revenues for the
three months ended March 31, 1999 were $331,368. The corporation was not part of
the Company during the first quarter of 1998.

      Operating expenses increased from $63,829 to $283,033 for the three months
ended March 31, 1999 as compared to the same period in 1998.  This  increase was
due to the acquisitions in 1998 of the credit reporting businesses which did not
exist in the first quarter of 1998 and increases in professional  fees and costs
associated with the potential acquisitions of other business.

      Investment  income  increased for the three months ended March 31, 1999 as
compared to the same period in 1998 due to investment earnings from the proceeds
of the sale of Windsor.

Discontinued Operations

      Income from  discontinued  operations for the three months ended March 31,
1998 was $405,367.  There is no  discontinued  operations for the same period in
1999.  This was caused since 1998 activity  ended on July 30, 1998,  the date of
the sale of Windsor.

Liquidity and Capital Resources

      As a  result  of  the  sale  of  Windsor,  the  Company's  cash  and  cash
equivalents  at  March  31,  1999  was  $5,397,042.  Aggregate  cash  ultimately
generated from the sale of Windsor was $6,481,000.  In addition,  cash generated
from all operations decreased from $763,983 to ($1,175,674) for the three months
ended March 31, 1999 as compared to the same period in 1998.  This  decrease was
caused by a  significant  increase  in prepaid  income  taxes and the payment of
accrued  bonuses  related to the sale of  Windsor.  The  Company's  discontinued
operations  for the three months ended March 31, 1998 generated cash of $909,226
as compared to none in the same period in 1999.

Derivatives

      The Company does not invest in any derivative securities.

                                      7

<PAGE>




Year 2000

      Bentley  has  taken  steps  to  investigate  whether  it has a "Year  2000
Problem," that is, whether any of the computer software and hardware that affect
its  business  can use  only  the last  two  digits  to  refer to a year,  which
limitation  causes inability to recognize  properly a year that begins with "20"
instead  of  "19,"  which in turn  could  result  in  applications  failures  or
erroneous  results.  In order to determine  whether the Company has no Year 2000
Problem (is "Year 2000 Compliant;" is in "Year 2000 Compliance"), Bentley is (i)
in the process of investigating  whether its hardware and software are Year 2000
Compliant;  (ii) contacting  suppliers and customers regarding any possible Year
2000 Problems at their facilities that might affect the Company; (iii) analyzing
the costs of Year 2000  Compliance;  and (iv)  exploring the possible worst case
scenarios  and  contingency  plans if there were to be a Year 2000  Problem that
affected the Company's  business.  In evaluating the Company's  business,  it is
important to recognize  that the credit  reporting  business of its  subsidiary,
RMCR, is a computer based business that could be seriously adversely affected by
a Year 2000  Problem,  either at RMCR's  facility or at its  suppliers' or major
customers' facilities. The Company has no control over whether its suppliers and
customers  remedy a Year 2000  Problem  or  whether  its  vendors  of  hardware,
software and Year 2000 Compliance testing software accurately represent the Year
2000 Compliance status of their products.

      The Company has taken the following steps with respect to its own computer
hardware and software to  determine  whether such  hardware and software is Year
2000  compliant:  (i) purchased new computer  hardware and software late in 1998
and early in 1999 which the Company believes to be Year 2000 Compliant;  (ii) is
in the process of testing this  hardware with Year 2000  Compliance  software to
verify that it is Year 2000 Compliant;  and (iii) is in the process of verifying
with vendors of its software for processing credit reports,  accounting,  record
keeping and word  processing and of its phone system that these systems are Year
2000 Compliant.

      Bentley has contacted  its  suppliers of single  source credit  reports to
determine  whether  they might  have Year 2000  Problems  that could  affect the
Company, has had some preliminary  responses and is in the process of keeping in
touch with all credit report  suppliers on an ongoing basis to evaluate the Year
2000  Compliance  of such  suppliers.  The  Company  has sent out letters to its
customers to query whether they are Year 2000 Compliant.

      The Company has not  incurred any material  costs in  addressing  the Year
2000 Problem.  The new hardware and software  referenced above was purchased for
business reasons separate from Year 2000 Compliance issues. The Company does not
anticipate  that it will  incur  any  material  costs in  testing  software  and
hardware and communicating with suppliers and customers.

      The worst  case  scenario  of a Year 2000  Problem  would be a failure  of
RMCR's  credit  reporting  software or its  hardware,  which could shut down the
business,   resulting  in  lost  revenues  and  possibly  lost  customers.   The
contingency  plan that the Company has  developed to address the possible  worst
case  scenario is to obtain a "patch" for the Year 2000  Problem from the vendor
of the  affected  hardware or software  or to obtain  hardware or software  from
another  vendor.  Going to another  vendor of credit  reporting  software  would
require  converting  the  customers'  systems  to be  compatible  with  such new
software.  The possible  lost  revenue,  if such a worst case  scenario  were to
occur,  has not been estimated.  The Company would draw on its strong  liquidity
position to enable it to withstand such a worst case scenario.

Forward Looking Statements

      Certain of the foregoing statements in this Part I, Item 2 make references
to plans, beliefs and expectations of management, including, without limitation,
that expansion  nationwide of the credit reporting  business is planned and that
acquisitions of other  information  services,  specialty  marketing and possibly
certain other  businesses  are planned.  These  statements  are forward  looking
statements  of the  type  governed  by the PSLR  Act of  1995.  There  can be no
assurance  that  results  will be what  management  plans,  believes or expects.
General economic  conditions,  demand for credit reporting services,  ability to
acquire  businesses  on  acceptable  terms  and  industry  specific  competitive
conditions,  which  include  the  small  amount of  capital  needed to enter the
consolidated  credit reporting  industry and the availability of needed software
and one source credit reports,  could produce results materially  different from
those  expected  by  management.  With  regard  to the  shareholder  litigation,
management  beliefs and expectations are also forward looking  statements of the
type  described  in the  PSLR  Act of  1995.  The  ultimate  resolutions  of the
lawsuits,  however,  are not within the Company's control.  The court's decision
with regard to the validity of the claims made

                                      8

<PAGE>



by the  three  shareholders  and the  valuation  of  their  claims  could  cause
materially different results from those believed likely by management.

      Certain of the  foregoing  statements  in the  discussion of the Year 2000
Problem  make  references  to plans,  beliefs and  expectations  of  management,
including,  without  limitation,  that  the  RMCR  hardware  will be  Year  2000
Compliant.  These statements are forward looking statements of the type governed
by the PSLR Act of 1995.  There can be no  assurance  that  results will be what
management  plans,  believes  or  expects.  The  steps  taken  by such  vendors,
suppliers  and  customers  as  well  as by the  Company  could  produce  results
materially different from those expected by management.


                                    PART II


Item 1.  Legal Proceedings

      On June 29,  1998,  Leo M.  Rodgers,  III, a  shareholder  of the Company,
delivered  notice to the  Company of his  intent to  preserve  his  "dissenter's
rights," as provided by  Mo.Rev.Stat.  351.405,  in connection  with the sale of
Windsor Art, Inc. ("Windsor"), a wholly owned subsidiary of the Company. Section
351.405  requires the Company to purchase the shares of any shareholder  who, at
or prior to the meeting at which the sale of substantially  all of the assets of
the Company was approved,  filed with the Company written objection to the sale,
did not vote in favor of the sale,  and  subsequently  made a timely  demand for
purchase of such shares by the Company.  In the absence of an agreement  between
the  shareholder and the Company,  Section 351.405  provides that the price that
the Company  must pay for the shares  shall be the "fair value" of the shares on
the day before the shareholder  vote, as determined by the court. The day before
the  shareholder  vote was July 1,  1998,  upon which day the  Company's  shares
traded for  approximately  $1.50 per share.  Mr.  Rodgers  allegedly owns 30,420
shares of the Company individually and is the beneficial owner of 423,500 shares
under a voting trust  agreement,  dated July 17, 1995 (the "Voting  Trust"),  of
which Lloyd Abrams is the trustee.

      Mr.  Rodgers  filed an action in the Circuit  Court of St.  Louis  County,
Missouri on  September  29,  1998,  alleging  that the Company is  obligated  to
purchase  both blocks of shares for their "fair  value" as of July 1, 1998.  The
Company's management believes that the Company has no obligation to purchase the
block of shares  owned by the Voting  Trust,  since the Voting  Trust  expressly
authorized the trustee to vote such shares in favor of the sale of Windsor,  and
the shares were, in fact, voted in favor of the sale of Windsor, had to be voted
in  favor  of  the  sale  to  receive  the  approval  of the  two-thirds  of the
outstanding  shares of the Company  necessary  to authorize  the sale,  and were
required by the terms of the Voting Trust to be voted in the same fashion as all
shares owned by the Voting Trust.

      Andrew Wolfson, a former director of the Company, and Stephen Juskewycz, a
former  officer and director of the  Company,  also filed an action on September
29,  1998 in the  Circuit  Court of St.  Louis  County,  Missouri to require the
Company  to  repurchase  their  shares,  allegedly  98,115  and  86,335  shares,
respectively,  for the "fair  value" of the  shares,  pursuant  to  Mo.Rev.Stat.
351.405. The Company's management believes that the Wolfson and Juskewycz action
was motivated, in part, by prior events.

      In July,  1995, when Lloyd Abrams assumed voting control of the Company as
trustee of the Voting Trust and the position of  President  and Chief  Executive
Officer,  the Company was in  violation  of loan  covenants,  delinquent  in the
payment of rent at its primary,  125,000 square foot manufacturing facility, and
had been losing substantial sums of money from operations. As a condition of the
transaction  in which Windsor was acquired by the Company and Mr. Abrams assumed
control of the Company,  Mr. Wolfson was required to resign as a director of the
Company,  and the  partnership,  in which  Messrs.  Wolfson and  Juskewycz  were
partners,  which leased to the Company its primary manufacturing  facility,  was
required to forgive  $250,000 in back rent due the partnership and to reduce the
annual rental on the property by  approximately  $175,000 per year.  Ultimately,
the Company compelled Mr. Wolfson's and Mr.  Juskewycz's  partnership to release
the Company from all obligations under such lease, and the partnership  property
was sold for only slightly more than the outstanding  debt against the property.
Additionally,  after the  acquisition  of Windsor,  the Company  terminated  the
employment of Mr.  Juskewycz.  Also,  Mr.  Juskewycz  resigned from the board of
directors in exchange for the Company entering into a settlement  agreement with
Mr. Juskewycz.


                                      9

<PAGE>



      In addition,  on approximately  August 31, 1998, the Company  terminated a
sublease with Jeanandy,  Inc.  ("Jeanandy"),  a company in which Mr. Wolfson was
involved,  for a retail store located in a shopping  center in St. Louis County,
Missouri.  The Company was the  subleasor of the store and was able to terminate
the sublease as a result of Jeanandy's  failure to exercise its option to extend
its sublease in a timely fashion. In addition, the Company was able to negotiate
a release from its contingent liability,  exceeding $200,000,  under the primary
lease at no cost to the Company.  This event resulted in Jeanandy being required
to vacate the subleased premises on 30 days notice.

      The Company's  management  believes that Mr.  Juskewycz  complied with the
conditions of Section 351.405,  and thus is entitled to receive the "fair value"
of his shares as of July 1, 1998. Mr.  Wolfson's notice of objection to the sale
of Windsor,  however, was not received by the Company until after the meeting at
which the sale of Windsor  was  approved;  and,  therefore,  such notice was not
delivered in a timely fashion, as required by Section 351.405. It is the opinion
of the  Company's  management  that the  Company  is not  legally  obligated  to
purchase  Mr.  Wolfson's  shares as a result of the  delinquent  delivery of his
notice,  and  that  it is not in  the  best  interest  of  the  Company,  or its
shareholders, to purchase Mr. Wolfson's shares, except on terms deemed desirable
by the Company's board of directors.

      As part of the same action,  Messrs.  Wolfson and Juskewycz also brought a
shareholders'  derivative action against the three directors of the Company, Mr.
Abrams,  Ramakant  Agarwal,  and Janet Salk.  They claim the Directors  breached
their fiduciary  obligations to the shareholders,  including the plaintiffs,  by
causing  the  Company  to repay  notes  of  Janco  Designs,  Inc.  ("Janco"),  a
subsidiary of the Company,  in the amount of $450,000 to certain trusts of which
Mr. Abrams, Richard B. Rothman and Patricia Rothman are trustees. The plaintiffs
also claim that the trusts were unjustly  enriched by the repayment of the notes
and that it would be inequitable for the trusts to retain the $450,000 repaid to
them.  The  derivative  action  demands  that the  $450,000  be  returned to the
Company.  The  monies  subject  to the claim  were  lent to Janco by the  trusts
controlled by Mr.  Abrams,  Mr.  Rothman,  and Mrs.  Rothman to provide  working
capital to continue its operations.  The Company's  management believes that the
notes were  properly  repaid  because  they were  guaranteed  by the Company and
Windsor,  secured  by the  assets of  Windsor,  such acts were  approved  by the
Company's board of directors, including its outside director and Chairman of the
Board, Mr. Robert L. Wolfson,  the father of complainant Andrew Wolfson, as well
as  approved  by the  United  States  Bankruptcy  Court in  connection  with the
bankruptcy of Janco. In the event that the complainants were to prevail in their
action  against the trusts,  the amount of any judgment  would be awarded to the
Company and not to Messrs. Wolfson and Juskewycz.

      Messrs.  Wolfson and  Juskewycz's  action also alleges a derivative  claim
that Mr. Abrams breached a fiduciary duty to the shareholders in connection with
the sale of the Company's wholly owned subsidiary,  Windsor, to Interiors,  Inc.
("Interiors")  by  entering  into  a  consulting   agreement  with  Windsor  and
Interiors. The derivative action demands that payments made under the consulting
agreement be paid over to the Company.  The consulting agreement is described in
detail  in the  Company's  Form  8-K,  dated  July 30,  1998,  which  is  hereby
incorporated  by  reference.  As of the date of the  consulting  agreement  with
Windsor and Interiors,  the amount of Mr. Abrams' salary paid by the Company was
reduced by the  equivalent  amount paid to Mr. Abrams by Windsor and  Interiors.
Consequently,  Mr.  Abrams was not enriched by the  existence of the  employment
agreement,  and the Company's financial commitment was diminished.  In the event
that the  complainants  were to prevail in their action against Mr. Abrams,  the
amount of any  judgment  would be  awarded  to the  Company  and not to  Messrs.
Wolfson and Juskewycz.

      Messrs.  Wolfson and  Juskewycz  amended their action on January 21, 1999,
and alleged that salary and benefits paid to Mr. Abrams from the Company totaled
$265,000 in 1996,  and $284,423 in 1997,  that in addition to these  amounts Mr.
Abrams  received over $50,000 per year in additional  benefits from the Company,
and that this  compensation  was excessive.  The action demands that such salary
and benefits be repaid to the Company.  The Company's  management  believes that
the consideration Mr. Abrams received in 1996 and 1997 was a reasonable  payment
in  exchange  for the  services  which Mr.  Abrams  provided  to the  Company as
President  and  Chief  Executive  Officer.  In the  event  Messrs.  Wolfson  and
Juskewycz  were to prevail in their action,  the amount of any judgment would be
awarded to the Company and not to Messrs. Wolfson and Juskewycz.

      The Wolfson and Juskewycz  amended action further  alleges that bonuses in
the amount of  $1,000,000  were paid or will be paid  improperly to officers and
employees  of Windsor in  connection  with the sale of Windsor and demands  that
these monies be repaid to the Company.  The Company's  management notes that the
sole director of Windsor, Lloyd R. Abrams, was not paid any bonus as a result of
the sale of Windsor.  The Company's management believes that any and all bonuses
paid in connection with the sale of Windsor were paid properly for past services
and

                                      10

<PAGE>



for the future benefit of the Company. The agreements to pay bonuses to officers
of Windsor primarily represented participations in the notes and shares of stock
of Interiors the Company  anticipated  receiving in connection  with the sale of
Windsor and were conditioned upon those officers  remaining employed by Windsor.
The Company's  management believed that it was in the Company's best interest to
create  such an  incentive  to induce the  officers  of Windsor to remain in the
employment of Windsor,  to exert the necessary  effort to assure that  Interiors
would be able to pay its  notes to the  Company,  and to  protect  the  value of
Windsor,  the stock of which was security for payment of the notes.  The Windsor
officers  only  received  their  participations  in the  value of the  notes and
Interiors stock after the Company negotiated an early repayment of the Interiors
notes and the repurchase of the Interiors stock. As part of the negotiated early
repayment,  Interiors  also  satisfied  the  Company's  obligation  to  pay  the
President  of  Windsor  100,000  shares of  Interiors  Class A common  stock and
110,000 shares of the Company's  common stock,  which the Company had previously
agreed to pay to the President of Windsor as part of the President's  bonus. The
total  cost to the  Company  after  taxes of  these  bonuses  was  approximately
$360,000.  In the event Messrs.  Wolfson and Juskewycz  were to prevail in their
action,  the amount of any  judgment  would be awarded to the Company and not to
Messrs. Wolfson and Juskewycz.

      Finally, the amended action of Messrs.  Wolfson and Juskewycz alleges that
the  conduct of the  directors  and control  persons of Bentley in managing  the
Company supports a claim for judicial dissolution of the Company pursuant to Mo.
Rev. Stat.  Section 351.494,  which provides in paragraph (b) that a company may
be dissolved if its directors  have acted,  are acting,  or will act in a manner
that is illegal, oppressive, or fraudulent. Messrs. Wolfson and Juskewycz allege
that the conduct of the directors and control  persons of the Company  satisfies
this test, due to the actions alleged in the previously  described counts of the
action,  and a claim that  professional  fees,  alleged to be $150,000,  paid by
Bentley in connection with the sale of Windsor were  excessive,  and demand that
the Company be  judicially  liquidated  and  dissolved,  with  Bentley's  assets
converted to cash and distributed to the  shareholders on a pro rata basis after
adjustment for the claims previously  alleged,  and that a receiver be appointed
for the Company.  The Company's  management  believes that this claim is totally
unsupported by the facts for the reasons recited in the preceding  paragraphs in
relation to the other  claims in the action and believes  that any  professional
service  payments  made in connection  with the sale of Windsor were  reasonable
given the services  provided.  The Company will defend  vigorously the Company's
position in court.

      The  Company's   management   believes  that  the  Wolfson  and  Juskewycz
derivative  action  was  filed  with the  intent  of  coercing  the  Company  to
repurchase  the shares in a negotiated  settlement for a higher price than "fair
value," prior to the Circuit Court's  determination of the "fair value" of their
shares and prior to the Court's  determination  of whether Mr. Wolfson  properly
exercised  his right to compel the Company to purchase  his shares.  The Company
intends to defend  vigorously its positions in court,  unless, in the opinion of
the Board of Directors, the shares can be repurchased at a price advantageous to
the Company and its shareholders.

      Currently,  the  Company  is not a party to any other  legal  proceedings,
other than routine proceedings in the ordinary course of business.  The ordinary
course  proceedings are not anticipated to have a material adverse effect on the
Company's results of operation or financial condition.

Forward Looking Statements

      The beliefs and  expectations of management  described in this Item 1 with
regard to the shareholder  litigation are forward looking statements of the type
described in the PSLR Act of 1995.  The ultimate  resolutions of the actions are
not within Bentley's  control.  The court's decision with regard to the validity
of the claims made by the three  shareholders  and the valuation of their claims
could  cause  materially   different  results  from  those  believed  likely  by
management.


Item 2.  Changes in Securities and Use of Proceeds

      Part  II  Item 2 of the  Company's  Form  10-QSB  for  the  quarter  ended
September  30, 1998 is hereby  incorporated  by reference.  This Item  addresses
issuances of exempted  securities,  including  the  issuances of  securities  in
connection with the acquisition of RMCR. There have been no further issuances of
exempted securities.

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

                                      11

<PAGE>




      There were no matters submitted during the first quarter of 1999 to a vote
of the Company's shareholders, through the solicitation of proxies or otherwise.


Item 6.  Exhibits and Reports on Form 8-K

(a)               Exhibits.

Ex. No. Description

2.1  Stock Purchase Agreement between Bentley International, Inc. and Interiors,
     Inc. dated July 7, 1998, incorporated herein by this reference from Exhibit
     10.1 to Form 8-K of the Registrant 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
     herein by this  reference  from Exhibit 10.2 to Form 8-K of the  Registrant
     dated effective July 30, 1998.

2.3  Repurchase  Agreement and Mutual General  Release  between the  Registrant,
     Interiors,  Inc.,  Windsor  Art,  Inc.,  Lloyd R. Abrams and Max Munn dated
     December 1, 1998 is incorporated herein by this reference from Exhibit 2 to
     Form 8-K of the Registrant dated effective December 1, 1998.

3.1  Restated  Articles of  Incorporation of Registrant filed as Exhibit No. 3.1
     to Registrant's  Registration  Statement on Form S-18 (Reg. No.  33-42393C)
     are incorporated herein by this reference.

3.2  Amended and Restated  By-laws of Registrant as currently in effect filed as
     Exhibit  No.  3 to  Registrant's  Form  10-QSB  dated  March  31,  1998  is
     incorporated herein by this reference.

3.3  Amendment  to Restated  Articles of  Incorporation  filed as Exhibit 3.3 to
     Registrant's Form 10-K for the year ended December 31, 1995 is incorporated
     herein by this reference.

9.1  Voting Trust Agreement,  dated July 17, 1995, by and among Lloyd Abrams, as
     Voting Trustee,  Richard B. Rothman,  Lloyd R. Abrams as Trustee of each of
     the Abrams Family Trust,  The Stacey Kevin and Meredith Trust dated 12/1/91
     and The Janet L. Salk Children's Trust filed as Exhibit 9.1 to Registrant's
     Form 10-K for the year ended  December 31, 1995 is  incorporated  herein by
     this reference.

10.1 Megacards  Stock Option Plan filed as Exhibit No. 10 to  Registrant's  Form
     10-K for the year ended  December 31, 1991 is  incorporated  herein by this
     reference.

10.2 Agreement to Form Joint  Venture  Dated  September  13, 1996,  by and among
     Excell   Recycling,   Inc.;   Quality  Baseball  Cards,  Inc.  and  Bentley
     International, Inc. filed as Exhibit 2.1 to the Registrant's Current Report
     on Form 8-K dated September 27, 1996 is incorporated by this reference.

10.3 Limited Partnership  Agreement Legends, LP dated September 12, 1996, by and
     among Excell  Recycling,  Inc.;  Quality  Baseball Cards,  Inc. and Bentley
     International, Inc. filed as Exhibit 2.2 to the Registrant's Current Report
     on Form 8-K dated September 27, 1996 is incorporated by this reference.

10.4 Eighth Amendment to Revolving  Credit Loan Agreement,  dated as of April 1,
     1997, by and between  Registrant and Mark Twain Bank filed as Exhibit 10.34
     to the  Registrant's  Annual  Report  on Form  10-KSB  for the  year  ended
     December 31, 1996 is incorporated by this reference.

10.5 Tenth Amendment to Revolving  Credit Loan Agreement,  dated as of September
     13, 1997,  by and between  Registrant  and Mark Twain Bank filed as Exhibit
     10.35 to the  Registrant's  Annual Report on Form 10-KSB for the year ended
     December 31, 1996 is incorporated by this reference.

                                      12

<PAGE>



10.6 Megacards,  Inc.  1995 Stock  Option  Plan  filed as  Exhibit  10.37 to the
     Registrant's Form 10-KSB for 1997 is incorporated herein by this reference.

10.7 Annexes A-1 through P below 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, and are incorporated by reference
     from   Exhibits   10.1  through   10.11  of  the  Form  10-QSB  of  Bentley
     International,  Inc.  dated June 30, 1998.  Certificates  of Authority from
     officers  of Bentley  and  Interiors  which were also  addenda to the Stock
     Purchase  Agreement  are  omitted.  Annexes A-1 through P listed  below are
     contracts between Bentley  International,  Inc. and Interiors,  Inc. except
     where noted:

         Annex A-1  $2,000,000 Promissory Note
         Annex A-2  $3,300,000 Promissory Note
         Annex B    Escrow Agreement between U.S. Bank Trust, Bentley
                    International, Inc. and Interiors, Inc.
         Annex F    Non-Competition Agreement between Windsor Art, Inc. and
                    Lloyd R. Abrams
         Annex I    Consulting Agreement between Windsor Art, Inc., Interiors,
                    Inc. and Lloyd R. Abrams
         Annex J    Pledge Agreement
         Annex K    Continuing  Guaranty  between  Max and  Laurie  Munn  and
                    Bentley International, Inc.
         Annex M    Subordination Language
         Annex N    Windsor Voting Trust Agreement between Lloyd R. Abrams and
                    Max Munn as Voting Trustees, Interiors, Inc. and Bentley
                    International, Inc.
         Annex O    Bentley Voting Trust Agreement between Lloyd R. Abrams as
                    Voting Trustee, Interiors, Inc. and Bentley International,
                    Inc.
         Annex P    Interiors Voting Trust Agreement between Max Munn as
                    Voting Trustee,Interiors, Inc.and Bentley International,Inc.

10.8 Bonus Agreement  between the Registrant and Pauline Raschella dated October
     26, 1998  attached to Form 10- QSB of the  Registrant  dated  September 30,
     1998 as Exhibit 10.12 is incorporated herein by this reference.

10.9 Stock Purchase  Agreement  between Sandra L. James and the Registrant dated
     November 12, 1998 attached to Form 10-KSB of the Registrant  dated December
     31, 1998 as Exhibit 10.10 is incorporated by this reference.

10.10 Escrow Agreement between Sandra L. James and the Registrant dated November
     12, 1998 attached to Form 10-KSB of the Registrant  dated December 31, 1998
     as Exhibit 10.11 is incorporated by this reference.

13.1 Portions of Form 10-QSB of the Registrant dated June 30, 1998 referenced in
     the text are incorporated herein by this reference.

13.2 Portions  of  Form  10-QSB  of the  Registrant  dated  September  30,  1998
     referenced in the text are incorporated herein by this reference.

27.   Financial Data Schedule

(b)
      Reports on Form 8-K.

      On December 16, 1998,  the  Registrant  filed a Current Report on Form 8-K
dated  December 1, 1998 reporting  entry into a repurchase  agreement and mutual
general release with Windsor,  Lloyd R. Abrams,  Max Munn and Interiors which is
incorporated  herein by this  reference.  In addition,  on August 14, 1998,  the
Registrant  filed a Current Report on Form 8-K dated July 30, 1998 reporting the
sale of the Registrant's former Windsor Art, Inc. subsidiary to Interiors,  Inc.
which is incorporated herein by this reference.

                                      13

<PAGE>






                                  SIGNATURES

      Pursuant to the requirements of Section 13 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.


      BENTLEY INTERNATIONAL, INC.
      (Registrant)

      By /s/ Lloyd R. Abrams
            Lloyd R. Abrams, President and
            Chief Executive Officer



      By /s/Ramakant Agarwal

      Ramakant Agarwal, Chief

      Financial Officer

May 24, 1999



                                      14