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 September 30, 1998
|_|   Transition Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the Transition Period from ________________ to_______________

Commission file number:  0-19503

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

                          MEGACARDS, INC.
                    (Former name of registrant)


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

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


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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|.

On October 23, 1998, the registrant had 2,963,285  outstanding  shares of Common
Stock, $.18 par value.

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




<PAGE>



BENTLEY INTERNATIONAL, INC.
FORM 10-QSB

                               INDEX

                                                                            Page

PART I -- CONSOLIDATED FINANCIAL INFORMATION

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

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

           Consolidated Statements of Operations -- Three Months
           Ended September 30, 1998 and 1997 and Nine Months 
           Ended September 30, 1998 and 1997..................................2

           Consolidated Statements of Cash Flows -- Nine Months Ended
           September 30, 1998 and 1997........................................3

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

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

PART II -- OTHER INFORMATION

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

ITEM 2.    Changes in Securities and Use of Proceeds..........................9

ITEM 4.    Submission of Matters to a Vote of Security Holders...............10

ITEM 6.    Exhibits and Reports on Form 8-K..................................10

SIGNATURE....................................................................12

FINANCIAL DATE SCHEDULE





<PAGE>



PART I -- CONSOLIDATED FINANCIAL INFORMATION
ITEM 1.    Consolidated Financial Statements
<TABLE>
                           BENTLEY INTERNATIONAL, INC.
                       CONSOLIDATED FINANCIAL INFORMATION
                      CONDENSED CONSOLIDATED BALANCE SHEET

                          Assets
<CAPTION>
                                   September 30,
                                            1998            December 31,
                                      (Unaudited)           1997
                                 ----------------------------------------
<S>                                  <C>                    <C>
Current Assets
  Cash and cash equivalents          $ 4,918,118            $      9,332
  Accounts receivable                      8,079                      --
  Note receivable                      1,500,000                      --
  Investment in common stock             905,000                      --
  Other current assets                    43,867                      --
  Net assets from discontinued segment
    (Note 3)                                  --               2,182,370
-------------------------------------------------------------------------
      Total Current Assets             7,375,064               2,191,702

  Equipment And Leasehold Improvements    24,603                      --

  Other Assets                           133,523                  69,800
-------------------------------------------------------------------------

                                     $ 7,533,190            $  2,261,502
=========================================================================

           Liabilities And Stockholders' Equity

Current Liabilities
  Accounts payable and accrued
  expenses                           $   971,084            $    343,393
  Notes payable                               --                 320,005
  Income taxes payable                   818,500                      --
-------------------------------------------------------------------------
      Total Current Liabilities        1,789,584                 663,398
-------------------------------------------------------------------------

Shareholders' Equity
  Preferred stock, $0.01 par value;
  1,000,000 shares authorized, none
  issued or outstanding                       --                       --
  Common stock, $0.18 par value;
  10,000,000  shares  authorized,
  2,963,285  and  2,813,285  shares
  issued and outstanding at September
  30, 1998 and December 31, 1997,
  respectively                           533,391                 506,391
  Additional paid-in capital           2,378,178               1,500,178
  Retained earnings (deficit)          2,832,037                (408,465)
--------------------------------------------------------------------------
      Total Shareholders' Equity       5,743,606               1,598,104
--------------------------------------------------------------------------

                                     $ 7,533,190             $ 2,261,502
================================================================================
See accompanying Notes to Financial Statements
</TABLE>

                                Page 1

<PAGE>
<TABLE>
                           BENTLEY INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>
                             For The Three Months            For The Nine Months
                             Ended September 30,             Ended September 30,
                            ----------------------         ---------------------
                             1998            1997             1998        1997
                            ----------------------------------------------------
<S>                       <C>           <C>               <C>        <C>    
Net Sales                 $   20,995    $      --         $   26,857 $       --

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

Gross Margin                  20,995           --             26,857         --

Selling, General And
Administrative Expenses      133,206       65,319            282,503    262,373
--------------------------------------------------------------------------------

  Operating Loss            (112,211)     (65,319)          (255,646)  (262,373)

  Interest Expense            (2,449)      (9,999)           (10,906)   (43,339)

  Other Income               103,776           --            235,167     57,026
--------------------------------------------------------------------------------

  Loss From Continuing
  Operations                 (10,884)     (75,318)           (31,385)  (248,686)

Discontinued Operations
(Note 3)
  Income from discontinued
  Operations                 241,076      404,944          1,121,688  1,148,543
  Gain on sale of
  discontinued segment(net
  of tax of $818,500)      2,150,196           --          2,150,196         --
--------------------------------------------------------------------------------

    Net Income            $2,380,388      329,626         $3,240,499    899,857
================================================================================

Earnings (Loss)Per Common
Share -
  Basic
   Continuing operations  $    (0.00) $     (0.03)        $    (0.01)$    (0.09)
   Discontinued operations      0.81         0.15               1.12       0.41
--------------------------------------------------------------------------------

                          $     0.81  $      0.12         $     1.11 $     0.32
================================================================================

Earnings(Loss) Per Common
Share -
 Assuming Dilution
  Continuing operations   $    (0.00) $     (0.03)        $    (0.00)$    (0.09)
  Discontinued operations       0.78         0.15               1.07       0.41
--------------------------------------------------------------------------------

                          $     0.78  $      0.12         $     1.07 $     0.32
================================================================================
See accompanying Notes to Financial Statements
</TABLE>
                                Page 2

<PAGE>
<TABLE>
                           BENTLEY INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                  For The Nine Months
                                                  Ended September 30,
                                                ------------------------
                                                     1998       1997
                                                ------------------------
<S>                                            <C>            <C>
Cash Flows From Operating Activities
  Net income                                   $  3,240,499   $  899,857
  Adjustments to reconcile net income
  to net cash provided by operating
  activities of continuing operations:
   Income from discontinued operations           (1,121,688)  (1,148,543)
   Gain on sale of discontinued s                (2,150,196)           --
   Depreciation and amortization                      5,959            --
   Net change in assets and liabilities:
      (Increase) decrease in accounts
         receivable                                  (8,079)      48,175
      (Increase)decrease in other assets            (43,867)      21,000
       Increase (decrease) in accounts
         payable and other liabilities             (203,808)      83,370
-------------------------------------------------------------------------
Net Cash Used In Operating Activities Of
   Operations                                      (281,180)     (96,141)
Net cash provided by discontinued
   Operations                                       503,264    1,278,583
-------------------------------------------------------------------------
Net Cash Provided By Operating Activities           222,084    1,182,442
-------------------------------------------------------------------------

Cash Flows From Investing Activities
  Proceeds from sale of discontinued
     segment                                      4,946,000            --
  Net cash used in investing activities
     of operations                                 (114,545)     (87,017)
  Capital expenditures                              (13,511)           --
  Proceeds from notes receivable                          --     110,000
  Acquisition of subsidiary                         (80,772)           --
-------------------------------------------------------------------------
Net Cash Provided By Investing Activities         4,737,172       22,983
-------------------------------------------------------------------------

Cash Flows From Financing Activities
   Net proceeds from (payments on) line of
   credit
     discontinued operations                        269,535    (1,280,194)
   Payments on long-term debt
     - discontinued                                       --      (66,867)
  Payments on notes payable                        (320,005)            --
--------------------------------------------------------------------------
Net Cash Used In Financing Activities               (50,470)   (1,347,061)
--------------------------------------------------------------------------    
Net Increase (Decrease) In Cash                   4,908,786      (141,636)

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

Cash - End Of Period                            $ 4,918,118   $    97,381
==========================================================================
See accompanying Notes to Financial Statements
</TABLE>

                                Page 3

<PAGE>


                          BENTLEY INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1998


The accompanying interim financial statements are unaudited, but, in the opinion
of management,  reflect all  adjustments  (consisting  only of normal  recurring
accruals)  necessary for this  presentation.  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 for the
year ended  December  31, 1997.  The results of  operations  for the  nine-month
period ended September 30, 1998 are not necessarily indicative of the results to
be expected for the year ending December 31, 1998.


1. Basis Of Consolidation

  The consolidated financial statements include the accounts of Bentley
  International, Inc. (the "Company") and its wholly-owned subsidiaries, Windsor
  Art, Inc. ("Windsor") (see Note 3), Janco Design, Inc. ("Janco") (see Note 3),
  Bentley Information Services, Inc. ("BIS") and Alnick Realty Company, Inc.
  ("Alnick"). All significant intercompany transactions have been eliminated 
  from the consolidated financial statements.


2. Nature Of Operations

  Bentley International,  Inc. ("Bentley"),  formerly Megacards, Inc., designed,
  repackaged and marketed  sports picture cards produced by major sports picture
  card  manufacturers and marketed sports picture card  accessories.  Megacards,
  Inc.  became Bentley in June 1996 as the Board of Directors  believed that the
  change of the corporate  name would better reflect the broadening of the scope
  of  the  business  of  the  Company.   Windsor  manufactures  and  distributes
  decorative  mirrors and framed  prints to furniture  stores,  mass  merchants,
  hotels and  designers  throughout  the United  States.  During  1996,  Bentley
  discontinued  its Janco product line of framed prints and mirrors and sold its
  sports  picture card business  segment in order to reduce costs and to improve
  its  liquidity  position.  On July  30,  1998,  the  Company  sold  all of the
  outstanding shares of stock of Windsor Art, Inc. (see Note 3).

  In May 1998, the Company  purchased  certain assets of a credit bureau company
  for $75,000 and formed Bentley Information Services,  Inc. The acquisition was
  accounted for as a purchase.


3. Discontinued Operations

  On July 30, 1998, the Company sold its Windsor Art subsidiary.  The Company
  sold all of the outstanding common stock of Windsor to Interiors, Inc. 
  ("Interiors"). 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 occur prior to December 31, 1998, Interiors has the option, but not the
  obligation,  to  reacquire  its shares  from the  Company  for  $1,625,000  by
  December 31,  1998.  In  addition,  if prior to December  31, 1998,  Interiors
  consummates an  underwritten  public offering of Interiors stock pursuant to a
  registration statement declared effective under the Securities Act of 1933, as
  amended,  in which the aggregate  gross proceeds  (before  underwriting  fees,
  commissions  and discounts) are at least  $15,000,000,  then Interiors has the
  obligation,  and not the option,  to  repurchase  the shares of Interiors  for
  $1,625,000.


                                Page 4

<PAGE>



  In connection  with the sale of Windsor,  Bentley entered into agreements with
  certain key  employees of Windsor  providing for their receipt of a portion of
  the Interiors'  stock received by Bentley,  plus a  participation  in payments
  received  on  the  Interiors'  notes.  Since  a  substantial  portion  of  the
  consideration  received by Bentley in connection  with the sale of Windsor was
  in the form of notes and Interiors' stock,  Bentley's  management deemed it in
  the company's  interest to provide key Windsor employees an economic incentive
  to remain employed by Windsor, and endeavor to preserve Windsor's value, which
  serves  as  Bentley's  security  for the  Interiors'  notes.  To  receive  the
  Interiors'  stock  and  the  note  participation  payments,  the  key  Windsor
  employees must remain  employed by Windsor through July of 1999 or through the
  date of the note payments.  A portion of the note participation has been paid,
  or is owed to such  employees,  as a result  of  Interiors'  repayment  of the
  $3,300,000  note as scheduled on September 30, 1998.  All amounts paid or owed
  to such employees are reflected in the financial statements contained herein.

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

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

  Windsor  revenues were  $1,321,689  and  $3,293,785 for the three months ended
  September 30, 1998 and 1997,  respectively,  and $8,262,934 and $9,433,692 for
  the nine months ended September 30, 1998 and 1997, respectively.  Revenues for
  Windsor for three  months and nine months  ended  September  30, 1998  include
  activity  through the date of sale of July 30,  1998.  Janco had no  operating
  activity  in the  aforementioned  periods.  The net  assets of  Windsor in the
  accompanying  consolidated balance sheet at December 31, 1997 consisted of the
  following:
<TABLE>
               <S>                         <C>
               Cash                        $    91,197
               Receivables, net              1,886,527
               Inventories                   1,824,908
               Other current assets             83,621
                                          -------------
                                             3,886,253
               Equipment and leasehold
               improvements                    190,381
                                          -------------
                                             4,076,634
                                          -------------

               Current liabilities           1,596,137
               Other long-term liabilities     298,127
                                          -------------
                                             1,894,264
                                          -------------

               Net assets from
               discontinued operations     $ 2,182,370
                                          =============
</TABLE>
The net operating  activity of Windsor after the  measurement  date through July
30, 1998 was not significant.

Windsor Art and Janco  (decorative  mirror and framed art business  segment) are
accounted  for  as  discontinued  operations  in the  accompanying  consolidated
financial statements.


                                Page 5

<PAGE>



4. Earnings Per Common Share

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

                                                         1998          1997
                                                  ----------------------------
<S>                                                  <C>           <C>
Numerator for basic and diluted
  per share - income available to
  shareholders                                       $ 3,240,499   $  899,857
==============================================================================

Denominator:
  Weighted average number of
   common shares used in basic EPS                     2,930,318    2,813,285

  Effect of dilutive securities:
    Common stock options                                 136,160           --
------------------------------------------------------------------------------

Weighted number of common shares
    and potential common stock
    used in diluted EPS                                3,066,478    2,813,285
==============================================================================
</TABLE>
      For the nine months ended  September  30, 1997,  common stock options were
      not included in diluted EPS because their effect was antidilutive.

5.    Legal Proceedings

      A  shareholder  of the  Company  filed a lawsuit  against  the  Company on
      September  29, 1998 in the Circuit  Court of St. Louis  County,  Missouri,
      asking for a judgment  in his favor  against  the Company in the amount of
      the "fair  value" as of July 1, 1998,  of 30,420  shares  allegedly  owned
      individually  and 423,500  shares  allegedly  held in the name of a Voting
      Trust Agreement dated July 17, 1995 (the "Voting Trust").  The shareholder
      alleges that he is entitled to such a judgment  pursuant to Mo. Rev. Stat.
      Sec.351.405  in  connection  with  the sale of the  Company's  subsidiary,
      Windsor Art, Inc. ("Windsor"),  which represented substantially all of the
      assets of the  Company.  The sale of Windsor  was  approved  at the annual
      meeting of the Company's  shareholders  on July 2, 1998.  Section  351.405
      requires a 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
      thereto, who did not vote in favor of such sale and who subsequently makes
      a timely demand for purchase of such shares by the company.  Management of
      the  Company  believes  that the Company is not  required to purchase  the
      423,500 shares allegedly held in the Voting Trust because such shares were
      voted in  favor of the  sale.  The  Company  will  defend  vigorously  the
      Company's position in court.

      Two other  shareholders  also  filed  suit on  September  29,  1998 in the
      Circuit Court of St. Louis County,  Missouri,  contending that the Company
      is required to purchase their shares for the "fair value" of the shares in
      connection with the sale of Windsor under Sec. 351.405, alleging that they
      own 98,115 and 86,335 shares, respectively.  The Company believes that the
      respective  claims of the two shareholders are separate and distinct.  The
      notice required by Sec. 351.405  objecting to the sale with respect to one
      shareholder's  alleged  98,115  shares was not  received  until  after the
      meeting  at which the vote on the sale of  Windsor  was  held.  Therefore,
      management  believes that the Company is not required to repurchase  these
      shares and will defend vigorously the Company's position in court.

      As part of the same suit, the  shareholders  also brought a  shareholders'
      derivative suit against the three directors of the Company. The plaintiffs
      claim that the  Directors  breached  their  fiduciary  obligations  to the
      shareholders,  including the  plaintiffs,  by causing the Company to repay
      notes of Janco Designs,  Inc., a subsidiary of the Company,  in the amount
      of  $450,000  to  certain  trusts of which one  Director  and  others  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. Management of the Company

                                Page 6

<PAGE>



      believes that the notes were properly  repaid because they were secured by
      Windsor's  assets and  guaranteed by Windsor and the Company.  The Company
      will defend vigorously the Company's position in court.

      The suit also alleges a derivative claim that the president of the Company
      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.  Management  believes that the  consideration  the president is
      entitled to receive  pursuant to the terms of the consulting  agreement is
      appropriate in exchange for the services which he has agreed to provide to
      both Windsor and Interiors and for the covenants regarding  noncompetition
      and other  matters made by him in the  agreement.  The Company will defend
      vigorously the Company's position in court.

      The ultimate  resolutions  of the  lawsuits  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.


6.    Subsequent Events

      Bentley's  management  became  concerned  about  the  preservation  of the
      security for the repayment of the Interiors $2,000,000 note and the future
      value of the  Interiors'  stock held by the Company when such stock can be
      sold by the Company in August of 1999,  as a result of the  relocation  of
      Windsor,  the commingling of certain operations of Windsor's business with
      other divisions of Interiors,  Interiors' failure to enter into employment
      agreements with key employees of Windsor,  and the financial  condition of
      Interiors. Therefore, on November 2, 1998, the Company accepted a proposal
      from Interiors to exchange  $2,565,000 in cash, plus the 150,000 shares of
      Bentley and the warrants for 300,000  shares of Bentley owned by Interiors
      in exchange for 1,400,000  shares of  Interiors'  stock,  satisfaction  of
      Interiors' obligation on the $2,000,000 note, and Windsor's and Interiors'
      release from their obligations  under the consulting  agreement with Lloyd
      Abrams. Closing of the transaction is conditioned upon Interiors tendering
      the  consideration  on or before December 2, 1998. The Company had engaged
      the services of a consultant to advise the Company regarding the Interiors
      proposal,  and the consultant is also performing an analysis to advise the
      Company regarding the value of Mr. Abrams' consulting agreement.

      On November 12, 1998, the Company  acquired all of the outstanding  common
      stock of Residential  Mortgage Credit Reporting,  Inc. ("RMCR"),  a credit
      reporting  agency,  for $300,000 in cash,  plus  120,000  shares of common
      stock of the Company.  Pursuant to the terms of the acquisition  agreement
      the  former  owner  of RMCR  has the  right  to  require  the  Company  to
      repurchase  the 120,000 shares for $300,000 if the value of Bentley common
      stock does not exceed two dollars and fifty cents ($2.50) per share on the
      twelve month anniversary of the acquisition  closing date. The acquisition
      will be accounted for as a purchase.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

      The Company's  notification of approximately  2,000 privately owned credit
reporting agencies  throughout the United States of its interest to acquire such
businesses produced over 100 responses and has resulted in Bentley's acquisition
of two credit reporting  agencies,  consistent with Bentley's plan to change its
business  from the  framed  art and mirror  business  of its former  subsidiary,
Windsor  Art,  Inc.  ("Windsor"),  which  represented  substantially  all of its
assets, to the information  services businesses of its two new subsidiaries.  In
May of 1998,  Bentley  formed a new operating  subsidiary,  Bentley  Information
Services,  Inc.  ("BIS"),  which acquired  certain assets of a credit  reporting
agency  situated in Florida.  BIS  commenced  operations  on May 27, 1998.  In a
subsequent event, on November 12, 1998,  Bentley acquired all of the outstanding
common stock of Residential  Mortgage  Credit  Reporting,  Inc.  ("RMCR").  RMCR
currently  operates in  California,  Arizona,  New Mexico and Colorado,  and BIS
operates in Missouri,  Illinois and  Florida.  Management  plans to expand these
businesses in the states where they are operating and on a nation-wide

                                Page 7

<PAGE>



basis,  while  continuing  to explore  other  acquisition  opportunities  in the
specialty  marketing and information  services  businesses.  Management  expects
these  acquisitions  and the expansion of their 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,  resulting in a continued strong liquidity
position.  While  management  believes  that  this  business  plan  has  a  high
likelihood of success,  there can be no assurance  that  management's  plan will
have the desired results given economic conditions, product and service demands,
competitive pricing and other factors.

      The $3,300,000 short term note received in the sale of Windsor on July 30,
1998,  pursuant  to a Stock  Purchase  Agreement  executed  on July 7, 1998 with
Interiors,  Inc., has been repaid on schedule.  The  transaction and anticipated
use of proceeds were  described in more detail in Bentley's Form 10-QSB for June
30, 1998 as a subsequent event, which is incorporated herein by reference.

      On  September  29,  1998,  Bentley  was  sued by three  shareholders.  The
litigation is described in more detail in footnote 5 to the financial statements
and in Part II, Item 1 regarding  litigation.  It is  currently  not possible to
give a  reasonable  estimate  of  the  Company's  exposure  in  these  lawsuits.
Management does not believe,  however,  that the litigation  will  significantly
interfere  with its plans to expand the credit  reporting  business  or with its
liquidity,  net sales,  revenue  or  income.  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.

Results of Operations

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

Continuing operations

Continuing  operations  consists  of  the  activities  of the  credit  reporting
business segment and income and expenses of the holding company.

BIS was formed on May 26, 1998 and revenues for the three months ended September
30, 1998 were  $20,995.  For the period May 26, 1998 through  September 30, 1998
revenues were $26,857. BIS was not part of the Company in the comparable periods
of 1997.

Operating expenses increased from $65,319 to $133,206 for the three months ended
September  30,  1998 and from  $262,373 to  $282,503  for the nine months  ended
September  30, 1998 as compared to the same periods in 1997.  This  increase was
due to increases in  professional  fees and costs  associated with the potential
acquisitions of businesses.

Other  income  increased  for both the three  months ended and nine months ended
September  30, 1998 as compared  to the same  periods in 1997 due to  investment
earnings  from  the  proceeds  of the  sale  of  Windsor  and the  reduction  of
liabilities related to a canceled lease obligation.

Discontinued Operations

Income from discontinued operations decreased for both the three and nine months
ended  September 30, 1998 as compared to the same periods in 1997. This decrease
was caused since 1998 activity  ended on July 30, 1998,  the date of the sale of
Windsor.  Discontinued  operations also include, for 1998, a gain on the sale of
Windsor after expenses and income taxes of $2,150,196.

Liquidity and Capital Resources

As a result of the sale of Windsor,  the Company's cash and cash  equivalents at
September  30, 1998 was  $4,918,118.  Also as part of the sale the Company  took
back a note receivable  valued at $1,500,000 which is expected to be paid in the
near  future.  Cash  generated  from  the sale of  Windsor  was  $4,946,000.  In
addition,  cash  generated  from all  operations  decreased  from  $1,182,442 to
$222,084 for the nine months ended September 30, 1998 as compared to the

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same  period in 1997.  This  decrease  was caused by  significant  increases  in
inventories and accounts receivable of the Company's discontinued  operations at
July 30, 1998 as compared to December 31, 1997.

PART II -- OTHER INFORMATION


Item 1.    Legal Proceedings

      Leo M. Rodgers, III, a shareholder of the Company, filed a lawsuit against
the Company on  September  29, 1998 in the Circuit  Court of St.  Louis  County,
Missouri,  asking for a judgement in his favor against the Company in the amount
of the  "fair  value"  as of July 1,  1998,  of 30,420  shares  allegedly  owned
individually  by Mr.  Rodgers and 423,500  shares  allegedly held in the name of
Lloyd R. Abrams, Trustee under a Voting Trust Agreement dated July 17, 1995 (the
"Voting  Trust"),  of which Mr. Rodgers alleges he is the beneficial  owner. Mr.
Rodgers  alleges  that he is entitled  to such a judgement  pursuant to Mo. Rev.
Stat.  Sec.  351.405 in connection  with the sale of the  Company's  subsidiary,
Windsor Art, Inc. ("Windsor"), which represented substantially all of the assets
of the Company.  The sale of Windsor was  approved at the annual  meeting of the
Company's  shareholders on July 2, 1998.  Section 351.405  requires a 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  thereto,  who did not vote in favor of such
sale and who  subsequently  makes a timely demand for purchase of such shares by
the company. Management of the Company believes that the Company is not required
to purchase the 423,500  shares  allegedly held in the Voting Trust because such
shares were voted in favor of the sale.  The Company will defend  vigorously the
Company's position in court.

      Two other shareholders,  Andrew Wolfson and Stephan Juskewycz,  also filed
suit on September 29, 1998 in the Circuit  Court of St. Louis County,  Missouri,
to require  the  Company to purchase  their  shares for the "fair  value" of the
shares in connection with the sale of Windsor under Sec. 351.405,  alleging that
they own 98,115 and 86,335 shares,  respectively.  The Company believes that the
respective claims of the two shareholders are separate and distinct.  The notice
required by Sec.  351.405  objecting to the sale with  respect to Mr.  Wolfson's
alleged 98,115 shares was not received until after the meeting at which the vote
on the sale of Windsor was held. Therefore, management believes that the Company
is not required to repurchase Mr.  Wolfson's  shares and will defend  vigorously
the Company's position in court.

      As part of the same suit,  Messrs.  Wolfson and  Juskewycz  also brought a
shareholders'  derivative suit against the three  directors of the Company,  Mr.
Abrams,  Ramakant  Agarwal  and Janet L.  Salk.  The  plaintiffs  claim that the
Directors  breached their fiduciary  obligations to the shareholders,  including
the plaintiffs,  by causing the Company to repay notes of Janco Designs, Inc., 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.  Management of the Company  believes  that the notes were properly  repaid
because they were secured by Windsor's  assets and guaranteed by Windsor and the
Company. The Company will defend vigorously the Company's position in court.

      Messrs.  Wolfson and Juskewyez's suit 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 consulting agreement is described in detail in the Company's Form
8-K dated July 30, 1998 which is hereby  incorporated  by reference.  Management
believes that the  consideration  Mr. Abrams is entitled to receive  pursuant to
the  terms of the  consulting  agreement  is  appropriate  in  exchange  for the
services  which Mr.  Abrams has agreed to provide to both Windsor and  Interiors
and for the  covenants  regarding  noncompetition  and other matters made by Mr.
Abrams in the  agreement.  The Company  will  defend  vigorously  the  Company's
position in court.

      The ultimate resolutions of the lawsuits 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


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<PAGE>

      On November 12, 1998, the Company  acquired all of the outstanding  common
stock  of  Residential  Mortgage  Credit  Reporting,  Inc.  ("RMCR"),  a  credit
reporting agency, from its sole owner, for $300,000 in cash, plus 120,000 shares
of  common  stock of the  Company.  Pursuant  to the  terms  of the  acquisition
agreement  the  former  owner of RMCR has the right to  require  the  Company to
repurchase  the 120,000 shares for $300,000 if the value of Bentley common stock
does not exceed two  dollars  and fifty  cents  ($2.50)  per share on the twelve
month  anniversary of the  acquisition  closing date. The transaction was exempt
from  registration  under  Securities  Act Section  4(2)  because the seller has
general  financial  and  business  sophistication,  adequate  information  about
Bentley,  whose operating business is the same as that of the seller (the credit
reporting  business) and which is a reporting  company, and special knowledge of
Bentley's credit reporting business.

     In  connection  with  the  sale  of  Windsor,  Bentley's  former  operating
subsidiary,  bonus agreements were entered into in June of 1998 with certain key
employees of Windsor, including Pauline Raschella, the President of Windsor, and
Ramakant  Agarwal,the Vice President,  Chief Financial  Officer and Secretary of
Windsor, who is also the Vice President,  Secretary, Chief Financial Officer and
a Director of Bentley.  The bonus agreements were made as compensation for prior
services and as an inducement to encourage  these key employees to remain in the
employ  of  Windsor,  since the  stock of  Windsor  secures  the  obligation  of
Interiors,  Inc. to repay that certain note executed by Interiors as part of the
consideration  for the  purchase of Windsor,  which note is described in Exhibit
10.1 hereto and is valued at $1,500,000 (the "Note").

     The  agreement  with Ms.  Raschella  was  reduced to writing on October 26,
1998,  and is  attached  hereto as Exhibit  10.12 (the  "Bonus  Agreement").  In
connection  with  the  Bonus  Agreement  Bentley  is to pay Ms.  Raschella:  (i)
$200,000 in cash;  (ii) 110,000 shares of Bentley common stock;  (iii) 5% of all
payments received by the Company from Interiors,  Inc. with respect to the Note;
and (iv) 100,000 shares of Interiors,  Inc. Class A Common Stock. Payment of the
Interiors  Common  Stock and  percentage  payments  with respect to the Note are
conditioned upon Ms. Raschella's continued employment with Windsor. The issuance
of the Bentley common stock is exempt from registration under the Securities Act
Section  4(2)  because  Ms.   Raschella  has  general   financial  and  business
sophistication and access to public  information about Bentley.  The sale of the
Interiors,  Inc.  securities are exempt from registration  under Rule 144 due to
restrictions  on their resale and access to information  about  Interiors,  Inc,
which is a reporting  company.  None of the rights under the Bonus Agreement are
assignable by Ms. Raschella without the Company's consent, pursuant to Section 7
of the Bonus Agreement. The Interiors stock is futher restricted pursuant to the
provisions  of  Section  5  of  the  Bonus  Agreement  to  sales  only  after  a
registration  or pursuant to an exemption from the Securities Act and applicable
state securities laws.

     The bonus agreement with Ramakant  Agarwal has not been reduced to writing.
A summary of the agreement with Mr. Agarwal is attached hereto as Exhibit 10.13.
The Comnpany has agreed to pay to Mr. Agarwal:  (i) 100,000 shares of Interiors,
Inc.  Class A Common  Stock;  (ii) 4.5% of all payments  received by the Company
from  Interiors,  Inc. with respect to the Note; and (iii) $100,000 in cash. The
payment of Interiors, Inc. securities is exempt from registration under Rule 144
because none of the rights under the  agreement are  assignable  by Mr.  Agarwal
without the Company's  consent,  the stock is further restricted and Mr. Agarwal
has access to the public  information  regarding  Interiors,  Inc.,  a reporting
company.  When this agreement is reduced to writing,  it will contain provisions
substantially  similar  to  those  of  Section  5 and  Section  7 of  the  Bonus
Agreement.

      The Company  reported the  transactions  involving the sale of its Windsor
subsidiary  in the  Company's  Form  10-QSB for June 30,  1998,  which is hereby
incorporated by reference.

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

      The Company  reported  the  shareholders'  vote at its July 2, 1998 annual
meeting  in the  Company's  Form  10- QSB for  June 30,  1998,  which is  hereby
incorporated by reference.

Item. 6  Exhibits and Reports on Form 8-K

(a)   Exhibits:

Exhibit No.
      Description

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

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

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

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

10   Annexes  10.1  through  10.11 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 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 10.1
     through 10.11 listed below are  contracts  between  Bentley  International,
     Inc. and Interiors, Inc. except where noted:

10.1  Annex A-1 --  $2,000,000 Promissory Note
10.2  Annex A-2 --  $3,300,000 Promissory Note
10.3  Annex B   --  Escrow Agreement between U.S. Bank Trust, Bentley
                    International, Inc. and Interiors, Inc.
10.4  Annex F   --  Non-Competition Agreement between Windsor Art, Inc. and 
                    Lloyd R. Abrams
10.5  Annex I   --  Consulting Agreement between Windsor Art, Inc., Interiors, 
                    Inc. and Lloyd R. Abrams
10.6  Annex J   --  Pledge Agreement
10.7  Annex K   --  Continuing Guaranty between Max and Laurie Munn and Bentley
                    International, Inc.
10.8  Annex M   --  Subordination Language
10.9  Annex N   --  Windsor Voting Trust Agreement between Lloyd R. Abrams and 
                    Max Munn as Voting Trustees, Interiors, Inc. and Bentley 
                    International, Inc.
10.10 Annex O   --  Bentley Voting Trust  Agreement  between Lloyd R.Abrams as
                    Voting Trustee, Interiors, Inc.and BentleyInternational,Inc.
10.11 Annex P   --  Interiors Voting Trust Agreement between Max Munn as Voting
                    Trustee, Interiors, Inc. and Bentley International, Inc.
10.12           --  Bonus Agreement with Pauline Raschella dated October 26,
                    1998
10.13           --  Summary of unwritten bonus agreement with Ramakant Agarwal

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

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<PAGE>

27    Financial Data Schedule

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



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<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.  THE  RESULTS OF  MANAGEMENT'S  PLANS ARE
      BEYOND THE ABILITY OF THE COMPANY TO CONTROL. ECONOMIC CONDITIONS, PRODUCT
      AND SERVICE  DEMAND,  COMPETITIVE  PRICING AND OTHER  FACTORS  COULD CAUSE
      MATERIALLY DIFFERENT RESULTS FROM THOSE PLANNED BY MANAGEMENT.



                               SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.

                                        BENTLEY INTERNATIONAL, INC.
                                               (Registrant)


November 23, 1998                       By: /s/Lloyd R. Abrams
                                           Lloyd R. Abrams, President
                                           and Chief Executive Officer


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