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, 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 July 26,  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 -- June 30, 1999 and December 31, 1998......2

      Consolidated Statements of Operations  -- Three Months Ended June 30,
      1999 and 1998 and Six Months Ended June 30, 1999 and 1998 ..............3

      Consolidated Statements of Cash Flows -- Three Months Ended June 30,
      1999 and 1998 and Six Months Ended June 30, 1999 and 1998...............4

      Notes to Consolidated Financial Statements..............................5

ITEM 2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operation................................................7

PART II -- OTHER INFORMATION

ITEM 1. Legal Proceedings....................................................11

ITEM 2. Changes in Securities and Use of Proceeds............................13

ITEM 4. Submission of Matters to a Vote of Security Holders..................13

ITEM 6. Exhibits and Reports on Form 8-K.....................................13

SIGNATURE....................................................................16


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,  availability
of  attractive  merger and  acquisition  parties,  the  results of  exercise  of
dissenters'  rights 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.
<PAGE>


                                    PART I

Item 1.  Financial Statements
<TABLE>

                           BENTLEY INTERNATIONAL, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEET


                                      Assets
<CAPTION>

                                                             June 30,
                                                                 1999   December 31,
                                                           (Unaudited)        1998
<S>                                                        <C>          <C>
Current Assets
   Cash and cash equivalents                               $ 5,248,194  $ 6,579,516
   Miscellaneous receivables                                     6,392       18,000
   Tax refund due (Note 3)                                     662,932           --
   Prepaid taxes                                                45,801       38,817
   Net assets from discontinued segment (Note 4)               422,466      628,324
       Total Current Assets                                  6,385,785    7,264,657

       Other Assets                                             69,800       69,800

                                                           $ 6,455,585  $ 7,334,457




                       Liabilities And Shareholders' Equity

Current Liabilities
   Accounts payable and accrued expenses                   $   208,303  $   647,076

   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 June 30, 1999 and December 31, 1998                    554,991      554,991
   Additional paid-in capital                                2,656,578    2,656,578
   Retained earnings                                         3,043,615    3,475,812
   Treasury stock, at cost                                      (7,902)          --
       Total Shareholders' Equity                            6,247,282    6,687,381

                                                           $ 6,455,585  $ 7,334,457








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

                                        1

<PAGE>


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

                                        For The Three Months    For The Six Months
                                           Ended June 30,         Ended June 30,
                                            1999        1998        1999       1998

<S>                                   <C>           <C>        <C>        <C>
Net Sales                             $       --    $     --   $      --  $      --

Cost Of Sales                                 --          --          --         --

Gross Margin                                  --          --          --         --

Selling, General And Administrative
   Expenses                               84,377      85,468     210,857    149,297

Operating Loss                           (84,377)    (85,468)   (210,857)  (149,297)

Interest Income (Expense)                 61,920        (567)    130,488     (8,456)

Other Income                              47,978     131,391     108,947    131,391

Income (Loss) From Continuing
   Operations                             25,521      45,356      28,578    (26,362)

Income (Loss) From Discontinued
   Operations (Note 4)
     Income (loss) from operations
     to be disposed of                   (95,735)    481,106    (123,170)   886,473
     Estimated loss on disposal         (337,605)         --    (337,605)        --
                                        (433,340)    481,106    (460,775)   886,473

Net Income (Loss)                     $ (407,819)   $526,462   $(432,197) $ 860,111

Earnings (Loss) Per Common Share -
   Basic
     Continuing operations            $     0.01    $   0.02   $   0.01   $ (0.01)
     Discontinued operations               (0.14)       0.17      (0.15)     0.31

                                           (0.13)   $   0.19      (0.14)  $  0.31

Earnings (Loss) Per Common Share -
   Assuming Dilution
     Continuing operations            $     0.01    $   0.02   $   0.01   $ (0.01)
     Discontinued operations               (0.14)       0.16      (0.15)     0.30

                                           (0.13)   $   0.18      (0.14)  $  0.29


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

                                        2

<PAGE>



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

                                                                For The Six Months
                                                                  Ended June 30,
                                                                  1999         1998
<S>                                                       <C>             <C>
Cash Flows From Operating Activities
   Net income (loss)                                      $   (432,197)   $ 860,111
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities of
     continuing operations:
       Loss (income) from discontinued operations              460,775     (886,473)
       Depreciation and amortization                                --        1,346
       Net change in assets and liabilities:
         (Increase) decrease in receivables                     11,608       (4,482)
         Tax refund due and prepaid taxes                     (708,733)          --
         (Increase) decrease in other assets                    38,817      (48,227)
         Decrease in accounts payable and
           other liabilities                                  (438,773)     (197,787)
   Net Cash Used In Operating Activities Of Continuing
     Operations                                             (1,068,503)    (275,512)
   Net cash provided by (used in) discontinued operations     (188,127)     396,256
Net Cash Provided By (Used In) Operating Activities         (1,256,630)     120,744

Cash Flows From Investing Activities
   Net cash used in investing activities of discontinued
     operations                                                (66,790)     (22,130)
   Acquisition of subsidiary                                        --      (80,772)
Net Cash Used In Investing Activities                          (66,790)    (102,902)

Cash Flows From Financing Activities
   Net proceeds from line of credit -
     discontinued operations                                        --      304,292
   Payments on notes payable                                        --     (320,005)
   Purchase of treasury stock                                   (7,902)          --
Net Cash Used In Financing Activities                           (7,902)     (15,713)

Net Increase (Decrease) In Cash                             (1,331,322)       2,129

Cash and Cash Equivalents - Beginning Of Period              6,579,516        9,332

Cash and Cash Equivalents - End Of Period                 $  5,248,194    $  11,461

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

                                        3

<PAGE>



                            BENTLEY INTERNATIONAL, INC.
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   June 30, 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- and
six-month  period  ended June 30,  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") and Residential Mortgage Credit Reporting,  Inc. ("RMCR"),
(see Note 4). 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 business 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,  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.  On July 30,  1998,  the
Company sold all of the  outstanding  shares of stock of Windsor Art,  Inc. (see
Note 4).

     During 1998, the Company acquired  subsidiaries  operated under the name of
RMCR which operated a credit reporting service  providing  mortgage lenders with
consolidated   credit   reports   drawn  from   reports   generated  by  several
single-source credit reporting bureaus. As of June 30, 1999, the company adopted
a formal plan to dispose of this segment of the business, (see Note 4).

     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 date 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.

     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 approximately $40,000.
                                        4

<PAGE>




BENTLEY INTERNATIONAL, INC.
Notes To Condensed Consolidated Financial Statements (Continued)



3.    Tax Refund Due

<TABLE>
      Tax refund due as of June 30, 1999 consists of:


      <S>                   <C>
      Federal               629,970
      State                  32,962
------------------------------------
      Total                 662,932
====================================

      The federal refund was received subsequent to June 30, 1999.
</TABLE>


4.    Discontinued Operations

      In 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 $3,257,599 for the three months ended June 30, 1998,
      and $6,941,246 for the six months ended June 30, 1998, respectively.

      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)  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.

      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.




                                        5

<PAGE>



BENTLEY INTERNATIONAL, INC.
Notes To Condensed Consolidated Financial Statements (Continued)



      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 in
      connection   with  the   purchase  by  Bentley  from  Windsor  of  certain
      furnishings  and furniture and  transferred to Windsor  1,500,000 share 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 100,00  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.

      Pursuant to the Repurchase Agreement, Mr. Abrams also agreed to cancel his
      future fights 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.


      On June 30, 1999, the Company adopted a formal plan to dispose of its RMCR
      subsidiary.  Accordingly, RMCR is accounted for as discontinued operations
      in the accompanying consolidated financial statements.

      RMCR revenues were $254,561 for the three months ended June 30, 1999,  and
      $585,929 for the six months ended June 30, 1999, respectively.


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


OVERVIEW

      Bentley  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.  The  Company  continues  to be in a strong
liquidity  position,  with no debt,  other than trade  credit,  and no preferred
stock outstanding.

      Bentley  planned  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 another credit reporting  business located in Arizona.  RMCR had three
sales  representatives  covering  Arizona,  California,  Illinois,  Missouri and
Florida,  and one individual  directing  RMCR's direct  marketing  program.  The
direct  marketing  program  has proven to be more cost  effective,  so the three
field sales representatives were dismissed.

     Due to rapid changes in the mortgage industry and a significant  decline in
the number of mortgage refinancings resulting from increased interest rates, the
Company  has  decided  to  divest  itself  of  the  mortgage  credit   reporting
subsidiary.  The Company is actively negotiating the sale of the subsidiary to a
much larger  competitor in the industry.  Due to the  investment in new computer
hardware and software, as well as extensive marketing expenses,  the Company has
taken a charge to create a reserve  to cover any losses  and  expenses  that the
Company's management believes may be incurred in the disposition or shut down of
the mortgage credit reporting subsidiary.

     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
                                        6

<PAGE>



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 $1.25 per share as of July 15,  1999.  The book
value of such stock as of June 30, 1999, was $2.03 per share.

      Over the past nine months, the Company's management has been investigating
the acquisition of specialty  marketing and information  companies.  None of the
opportunities  presented  to the  Company  were deemed to be  attractive  to the
management,  considering price, risk, growth potential and management personnel.
Management has concluded that companies Bentley could afford to purchase without
borrowing  substantial  additional  funds do not have  the  depth of  management
personnel that would be desirable,  and Bentley's  management is not comfortable
pursuing larger  acquisitions that would require substantial  leverage,  and the
accompanying risk.

      Considering the factors  mentioned above, the Company's board of directors
has decided to attempt to create  shareholder  value in excess of the  Company's
tangible book value by  investigating  opportunities  to effect a reverse merger
with a larger  established  company  interested  in  going  public  through  the
"reverse merger" process.  Such a company may be one that possesses rapid growth
potential,  and needs the financial  resources of Bentley,  or a stable business
that desires a public vehicle to enhance shareholder value, create liquidity for
its multiple owners, or acquire other similar  businesses within its industry by
using Bentley's stock as currency.

      A "reverse  merger"  is the  acquisition  by  Bentley  of another  company
whereby the  shareholders  of the acquired  business  receive  shares in Bentley
constituting  a  controlling  interest  in Bentley,  and thus assume  management
responsibility of Bentley.

      Management  intends to contact  investment bankers in search for potential
"reverse merger"  candidates,  and may engage an investment banker to advise the
Company in such pursuit.

      In the event  that  Bentley's  management  is  unable  to find a  suitable
reverse merger  candidate,  Bentley's  board of directors may elect to liquidate
the Company.  The  foregoing  statement is not intended to  constitute a binding
obligation of  management  to liquidate  the Company.  The statement is intended
only to disclose to existing  shareholders and potential purchasers of shares of
the Company the current intentions of the Company's board of directors,  and the
Company's desire to create value for its shareholders at least equal to the book
value of the Company.

      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 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 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.


                                        7

<PAGE>



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

     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. The  subsidiaries did not have any
significant activity in the first six months of 1998.

      On June  30,  1999,  the  Company  implemented  a plan to  dispose  of its
operating  subsidiary,  RMCR which  represented the company's  remaining revenue
producing   operations.   All  of  RMCR's  activities  have  been  presented  as
discontinued operations for all applicable periods presented in the accompanying
consolidated financial statements.



Continuing Operations

      Continuing   operations   consists  only  of  the  investment  income  and
administrative expenses of the parent company.

      Investment income increased for the three months and six months ended June
30, 1999 as compared to the same period in 1998 due to investment  earnings from
the proceeds of the sale of Windsor.

Discontinued Operations

      Discontinued  operations in 1998  consisted of the  activities of Windsor,
the  decorative  mirror  segment  which  was sold on July 30 1998.  Income  from
discontinued  operations  was  $481,106 for the three months ended June 30, 1998
was $886,473 for the six months ended June 30, 1998. The discontinued operations
in the  comparable  periods in 1999 consists only of the activities of RMCR, the
credit reporting segment which experienced a loss from operations of $95,735 and
$123,190  for the three and six months  ended June 30,  1999,  respectively.  In
addition the Company estimated a loss on the disposal of RMCR of $337,650.

Liquidity and Capital Resources

      As a  result  of  the  sale  of  Windsor,  the  Company's  cash  and  cash
equivalents at June 30, 1999 was $5,248,194. Aggregate cash ultimately generated
from the sale of Windsor was  $6,481,000.  In  addition,  cash used in operating
activities of continuing  operations  increased  from $275,512 to $1,068,503 for
the six months ended June 30, 1999 as compared to the same period in 1998.  This
increase was caused by a significant  increase in prepaid and refundable  income
taxes and the payment of accrued  bonuses  related to the sale of  Windsor.  The
Company's  discontinued  operations  for the six months ended June 30, 1999 used
$188,127 compared to generating cash of $396,256 in the same period in 1998.


Derivatives

      The Company does not invest in any derivative securities.

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,

                                        8

<PAGE>



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 a merger partner may be found,  that the credit reporting  business will be
sold and that the Company may be liquidated if no merger partner is found. 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 ability to merge with another business and to sell the
credit reporting  subsidiary on acceptable terms depends on economic conditions,
ability to identify  potential  merger  partners  and  purchasers  of the credit
reporting subsidiary that will enter into transactions with the Company on terms
acceptable to the Company,  competitive  conditions generally in the markets for
acquisitions  and mergers in the credit reporting and other industries and other
factors  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 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.





                                        9

<PAGE>

                                    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.

      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.

                                        10

<PAGE>



      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 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
                                        11

<PAGE>



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

      There were no  matters  submitted  during the second  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.
                                        12

<PAGE>




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. 3.2 hereto.

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.

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 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.


                                        13

<PAGE>



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.

                                        14

<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

August 16, 1999



                                        15