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 March 31, 1999
|_|Transition Report under Section 13 or 15(d) of the Securities Exchange Act of
   1934 for the Transition Period from ________________ to _________________

Commission file number:  0-19503

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

                                MEGACARDS, INC.
                          (Former name of registrant)

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

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


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

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

On May 10, 1999 the registrant had 3,083,285 outstanding shares of Common Stock,
$.18 par value.

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




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BENTLEY INTERNATIONAL, INC.
FORM 10-QSB

                                     INDEX

                                                                          Page

PART I -- CONSOLIDATED FINANCIAL INFORMATION

   Note:  This Form 10-QSB includes only Part II. Part I will be included in the
amended  Form  10-QSB  which  will be  submitted  within 5 days.  A Form  12b-25
Notification of Late Filing is filed concurrently herewith.

PART II -- OTHER INFORMATION

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

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

ITEM 4. Submission of Matters to a Vote of Security Holders................. 3

ITEM 6. Exhibits and Reports on Form 8-K.................................... 3

SIGNATURE................................................................... 6






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Note:This  report  contains  certain  forward  looking  statements  of the  type
     described  in  the  "Safe  Harbor"  provisions  of the  Private  Securities
     Litigation  Reform  Act of  1995  ("PSLR  Act of  1995").  The  results  of
     management's  plans are beyond  the  ability  of the  Company  to  control.
     Economic conditions,  service demand, competitive pricing and other factors
     could cause materially  different results from those planned by management.
     Additional  discussions of certain forward looking  statements can be found
     at the end of Part II, Item 1.


                                    PART II


Item 1.   Legal Proceedings

   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.

   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.  ss.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  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.  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
against  Bentley 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 ss.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  ss.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. The derivative  suit demands that the $450,000 be returned to the Company.
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.



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   Messrs. Wolfson and Juskewycz'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  derivative  suit  demands  that the  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. 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 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.

   Messrs.  Wolfson and  Juskewycz amended their suit on January 21, 1999. As
amended,  the suit further  alleges that salary and benefits  paid to Mr. Abrams
from the Company was $265,000 in 1996 and $284,423 in 1997,  that in addition to
these  amounts Mr.  Abrams also  received  over  $50,000 per year in  additional
benefits from the Company,  and that this  compensation was excessive.  The suit
demands that such salary and benefits be repaid to Bentley.  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.  The Company will defend  vigorously the
Company's position in court.

   The Wolfson and  Juskewycz  amended suit further  alleges that bonuses in the
amount of $1,000,000 were paid or will be paid improperly in connection with the
sale of Windsor to Windsor  employees  and  directors by the Company and demands
that  these  moneys be repaid to the  Company.  Management  notes  that the sole
director of Windsor,  Lloyd R. Abrams, was not paid any bonus as a result of the
sale of Windsor. 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  Company  will  defend  vigorously  the  Company's
position in court.

   Finally,  the amended suit of Messrs.  Wolfson and Juskewycz alleges that the
conduct of the directors and control  persons of Bentley in managing the Company
supports a claim for judicial  dissolution  of the Company  pursuant to Mo. Rev.
Stat.  Section  351.494,  which  provides in paragraph (b) that a company may be
dissolved if its directors have acted, are acting,  or will act in a manner that
is illegal, oppressive, or fraudulent. Messrs. Wolfson and Juskewycz allege that
the conduct of the directors and control  persons of the Company  satisfies this
test,  due to the  actions  alleged in the  previously  described  counts of the
lawsuit,  and a claim that professional  fees,  alleged to be $150,000,  paid by
Bentley in connection with the Windsor  transactions 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.  Management  believes that this claim is totally unsupported by
the facts,  as discussed in relation to the other claims in the lawsuit that are
discussed  in the  preceding  paragraphs,  and  believes  that any  professional
service  payments  made  in  connection  with  the  Windsor   transactions  were
reasonable given the services provided. The Company will defend vigorously the
Company's position in court.

   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 3 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 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

   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


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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 first quarter of 1999 to a vote of
the Company's shareholders, through the solicitation of proxies or otherwise.


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits.

Ex. No. Description

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

2.2  Securities  Purchase and  Registration  Rights  Agreement  between  Bentley
     International,  Inc. and Interiors,  Inc. dated July 30, 1998, incorporated
     herein by this  reference  from Exhibit 10.2 to Form 8-K of the  Registrant
     dated effective July 30, 1998.

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

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

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

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

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

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

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

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

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


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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 U.S. Bank Trust, Bentley
                    International, Inc. and Interiors, Inc.
         Annex F    Non-Competition Agreement between Windsor Art, Inc. and 
                    Lloyd R. Abrams
         Annex I    Consulting Agreement between Windsor Art, Inc., Interiors, 
                    Inc. and Lloyd R. Abrams
         Annex J    Pledge Agreement
         Annex K    Continuing  Guaranty  between  Max and  Laurie  Munn  and
                    Bentley International, Inc.
         Annex M    Subordination Language
         Annex N    Windsor Voting Trust Agreement between Lloyd R. Abrams and
                    Max Munn as Voting Trustees, Interiors, Inc. and Bentley
                    International, Inc.
         Annex O    Bentley Voting Trust Agreement between Lloyd R. Abrams as 
                    Voting Trustee, Interiors, Inc. and Bentley International, 
                    Inc.
         Annex P    Interiors Voting Trust Agreement between Max Munn as
                    Voting Trustee,Interiors, Inc.and Bentley International,Inc.

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

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

10.10Escrow 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.


(b) Reports on Form 8-K.



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   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.



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                                  SIGNATURES

   Pursuant to the requirements of Section 13 of the Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

      BENTLEY INTERNATIONAL, INC.
      (Registrant)
      By /s/ Lloyd R. Abrams
         Lloyd R. Abrams, President and
         Chief Executive Officer


      By /s/Ramakant Agarwal
         Ramakant Agarwal, Chief
         Financial Officer

May 17, 1999






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