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, 1997
|_|      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 November 14, 1997, the registrant had 2,813,285  outstanding shares of Common
Stock, $.18 par value.

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


                                       1

<PAGE>



BENTLEY INTERNATIONAL, INC.
FORM 10-QSB

                                      INDEX

                                                                           Page

PART I -- CONSOLIDATED FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements....................................3

         Consolidated Balance Sheets -- September 30, 1997
         and December 31, 1996................................................3

         Consolidated Statements of Operations  -- Three Months Ended
         September 30, 1997 and 1996 and Nine Months Ended
         September 30, 1997 and 1996..........................................5

         Consolidated Statements of Cash Flows -- Nine Months Ended
         September 30, 1997 and 1996..........................................6

         Notes to Consolidated Financial Statements...........................7

ITEM 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation.............................................10

PART II -- OTHER INFORMATION

ITEM 6.           Exhibits and Reports on Form 8-K...........................16

SIGNATURE....................................................................17



                                    2

<PAGE>



PART I -- CONSOLIDATED FINANCIAL INFORMATION

Item 1.           Consolidated Financial Statements

                           Consolidated Balance Sheet
                    September 30, 1997 and December 31, 1996

<TABLE>
<CAPTION>
                                                   September 30,        December
                                                 1997 (unaudited)       31, 1996
            Assets
<S>                                                   <C>             <C>    
Current Assets
   Cash                                                 $234,037        $349,799
   Accounts receivable (net of allowance for returns
   and doubtful accounts of $238,870 as of September
   30, 1997 and $300,120 as of December 31, 1996)      1,642,169       2,499,570
   Note receivable                                            --         110,000
   Inventories                                         1,730,888       1,407,144
   Other current assets                                  101,938         130,168
                                                      ----------      ----------
     Total Current Assets                              3,709,032       4,496,681
Equipment And Leasehold Improvements (net of
accumulated depreciation)                                214,920         196,392
Other Assets                                              69,800          69,800
 
   Total Assets                                       $3,993,752      $4,762,873
                                                      ==========      ==========
</TABLE>




                                     3
<PAGE>



                     Consolidated Balance Sheet (continued)
                    September 30, 1997 and December 31, 1996
<TABLE>
<CAPTION>
                                                   September 30,        December
                                                 1997 (unaudited)       31, 1996

            Liabilities and Shareholders' Equity
Current Liabilities
<S>                                                   <C>             <C>       
   Accounts payable and accrued expenses              $2,441,659      $2,519,654
   Notes payable                                         328,975       2,382,036
   Current maturities of long-term debt                       --          30,232
                                                     -----------     -----------
   Total Current Liabilities                           2,770,634       4,931,922
Long-Term Debt                                           772,867          36,635
Excess of Acquired Assets Over Cost                      379,436         623,358
Shareholders' Equity (Deficit)
   Preferred stock, $0.01 par value;
   1,000,00 shares authorized, none issued or
   outstanding.                                              --               --
   Common stock, $0.18 par value; 10,000,000
   shares authorized, 562,624 shares issued 
   and outstanding                                       101,272         101,272
   Common Stock to be issued; 2,250,661 shares           405,119              --
   Additional Paid in Capital                          1,500,178       1,905,297
   Accumulated Deficit                                (1,935,754)     (2,835,611)
                                                     -----------     -----------
     Total Shareholders' Equity (Deficit)                 70,815        (829,042)
                                                     -----------       ---------
Total Liabilities & Shareholders Equity               $3,993,752      $4,762,873
                                                      ==========      ==========
</TABLE>

See notes to financial statements.


                                     4
<PAGE>

                          BENTLEY INTERNATIONAL, INC.
               CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
                                Three Months Ended            Nine Months Ended
                                  September 30,                 September 30,
                                 1997         1996              1997          1996
                               --------     --------        -----------   ----------
<S>                           <C>           <C>             <C>          <C>        
Net Sales                     $3,293,785    $4,497,763      $9,433,692   $15,535,441
Cost of Sales                  2,249,468     3,685,805       6,267,642    12,944,202
                             -----------   -----------     -----------    ----------
Gross Margin                   1,044,317       811,958       3,166,050     2,591,239
Selling, General & 
  Administrative Expenses        756,280     1,134,432       2,420,472     3,939,429
                             -----------   -----------     -----------   -----------
Income (Loss) From
  Operations                     288,037      (322,474)        745,578    (1,348,190)
Interest Expense                  39,718        86,107         146,669       372,458
Other Expense (Income)           (81,307)     (325,313)       (300,948)     (462,145)
Income Taxes                          --         2,486              --         2,486
                              ----------    ----------     -----------     ----------
Net Income (Loss)               $329,626      ($85,754)       $899,857   ($1,260,989)
                              ==========     =========      ==========   ============
Net Income (Loss) Per 
  Common Share                     $0.12        ($0.03)          $0.32        ($0.45)
Weighted Average Number
  of Common Shares
  Outstanding                  2,813,285     2,813,285       2,813,285     2,813,285

</TABLE>

See notes to financial statements.




                                     5

<PAGE>

                          BENTLEY INTERNATIONAL, INC.
               CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                      1997               1996
                                                     ------             -----
<S>                                                 <C>              <C>         
Cash Flows From Operating Activities
   Net income (loss)                                $899,857         ($1,260,989)
Adjustments to reconcile net income (loss)
   to net cash provided by operating activities
   Depreciation and amortization                      42,615             406,208
   Amortization of excess of acquired assets
     over cost                                      (243,922)           (243,922)
   Net gain on sale of assets                             --             (28,579)
Net change in assets and liabilities:
   Accounts receivable                               857,401             897,121
   Inventories                                      (323,744)          3,325,702
   Other assets                                       28,230                 845
   Accounts payable and other liabilities            (77,995)           (760,440)
                                                   -----------         ---------
Net Cash Provided By Operating Activities          1,182,442           2,335,946
                                                   -----------         ---------
Cash Flows from Investing Activities
   Capital expenditures                              (61,143)           (363,452)
   Proceeds from sale of assets                           --           2,000,816
   Proceeds from notes receivable                    110,000                  --
Net Cash Provided By Investing Activities             48,857           1,637,364
                                                   -----------        ----------
Cash Flows From Financing Activities
   Net payments on lines of credit                (1,122,212)         (1,809,754)
   Payments on long-term debt                        (66,867)           (161,797)
   Proceeds from (payments on) notes payable        (157,982)            (36,000)
   Repayment of capital lease obligation                  --          (1,889,007)
Net Cash Used in Financing Activities             (1,347,061)         (3,896,558)
                                                  -----------        -----------
Net Increase (Decrease) in Cash                     (115,762)             76,752
Cash-Beginning Of Period                             349,799             245,911
                                                  -----------        -----------
Cash-End of Period                                  $234,037            $322,663
                                                  ===========         ==========
</TABLE>

See notes to financial statements.

                                     6
<PAGE>


                   BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 1997 and 1996


1.       Going Concern Basis

         The financial statements of Bentley International,  Inc. (the "Company"
formerly known as Megacards,  Inc.) for the year ended  December 31, 1996,  were
prepared on a going concern basis,  which contemplates the realization of assets
and the  satisfaction  of liabilities in the normal course of business.  Windsor
Art, Inc.  ("Windsor"),  the Company's sole operating  subsidiary,  is currently
operating  profitably and generating a positive cash flow.  Janco Designs,  Inc.
("Janco"),  a subsidiary  of the Company  whose  operations  were  terminated in
December 1996, is presently in Chapter 7 bankruptcy proceedings, which commenced
in January 1997. The Company and Windsor have  guaranteed  certain Notes payable
by Janco, the aggregate outstanding principal balances of which are $328,975. In
addition,  the Company has incurred  certain  expenses and may incur  additional
expenses and costs in connection with such proceeding. The Company has pursued a
strategy of enhancing  liquidity by reducing  and closely  monitoring  expenses,
downsizing where feasible, and combining or eliminating certain businesses.  The
operations of the unprofitable  subsidiaries and divisions have been terminated.
Because of the aforementioned efforts, and the profitable operations at Windsor,
as of November 18,  1997,  management  does not  anticipate  that the  foregoing
liabilities  associated with the bankruptcy  proceedings of Janco will result in
the Company being unable to continue as a going concern for a reasonable  period
of time.

         The  accompanying   interim   consolidated   financial  statements  are
unaudited,   but,  in  the  opinion  of  management,   reflect  all  adjustments
(consisting   only  of  normal   recurring   accruals)   necessary  for  a  fair
presentation. Reference is hereby made to the consolidated financial statements,
including the notes  thereto,  contained in the Company's  Annual Report on Form
10-KSB for the year ended  December 31, 1996.  The results of operations for the
three-month and nine-month  periods ended September 30, 1997 are not necessarily
indicative of the results to be expected for the year ending December 31, 1997.

2.       Basis of Consolidation

         The consolidated  financial  statements include the accounts of Bentley
and  its   wholly-owned   subsidiaries,   Windsor  and  Janco.  All  significant
intercompany  transactions have been eliminated from the consolidated  financial
statements.

3.       Operations

         Nature of Operations

         Megacards, Inc. designed, repackaged and marketed sports picture cards
produced by major sports picture card manufacturers and marketed sports picture
card accessories.  In June

                                      7

<PAGE>



1996, Megacards, Inc. became Bentley as the Board of Directors believed that the
change of the corporate name would better reflect the broadening of the scope of
the  Company's  businesses.  Windsor  and  Janco,  which  prior to the  Business
Combination  (as  defined  below)  were  affiliated  through  common  ownership,
manufactured  and  distributed  decorative  mirrors and framed art to  furniture
stores,  mass  merchants,  hotels and designers  throughout  the United  States.
During  1996,  the Company  discontinued  its Janco  product line and its sports
picture business segment to reduce costs and improve its liquidity position (see
Note 6).

         Business Combinations

         The Company's former  Megacards  operations used a facility leased from
an affiliated corporation Alnick Realty Co. ("Alnick") pursuant to a capitalized
lease. In connection with efforts to reduce  overhead,  the Company arranged for
the sale of such facility which eliminated the corresponding liability. Pursuant
to an agreement  dated April 29, 1996, the Company  acquired all the outstanding
shares of Alnick for $85,000 and sold  Alnick's  interest in the  property to an
unrelated party. The acquisition was accounted for as a purchase.

         Pursuant to an agreement dated July 17, 1995,  Bentley  acquired all of
the  outstanding  common  stock of Windsor in exchange for  2,117,500  shares of
Bentley's common stock and acquired all of the outstanding common stock of Janco
for a nominal amount of cash (the "Business Combination").

         The Business  Combination  was accounted  for as a reverse  acquisition
under the purchase method of accounting. Under this approach, the accounting for
the  transaction  differs  from the legal form of the  transaction  as described
above.  Therefore,  Bentley is not assumed to be the  acquiror  in the  Business
Combination,  but  rather  Windsor  and  Janco  are.  The  historical  financial
statements have been restated for all periods prior to the Business  Combination
to include the combined  results of operations  and  financial  position of both
Windsor  and Janco due to the common  ownership  of Windsor  and Janco prior the
Business  Combination.  Adjustments  have been made to  eliminate  the impact of
intercompany transactions. The components of shareholders' equity were stated in
terms of Windsor's and Janco's shareholders' equity on a combined basis prior to
the  Business  Combination  with an  adjustment  to reflect  the  effects of the
Business Combination on the equity components.

4.       Reverse Stock Split

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

5.       Stock Dividend

         On September 3, 1997,  the  Company's  Board of Directors  authorized a
five-for-one  stock  split  (effected  in the  form of a stock  dividend)  to be
distributed  October 22, 1997, to shareholders of record September 24, 1997. All
share and per share  amounts  have been  adjusted  retroactively  to reflect the
stock dividend.

                                     8

<PAGE>



6.       Sale of Business Segment and Discontinued Line of Business

         Sale of Business Segment

         In August 1996, the Board of Directors of the Company adopted a plan to
restructure the sports picture cards business segment (Megacards).  In September
1996,  certain  assets and  liabilities,  consisting  primarily of inventory and
equipment,  were  transferred  to Legends,  L.P.  ("Legends")  for a 30% limited
partnership  interest and a note in the principal amount of $110,000,  which has
been  repaid.  Such  transfer  was  partly a sale and partly a  contribution  to
capital.  There was no gain or loss on disposal,  as net assets were either sold
or  transferred  to Legends at their net book  value,  which  approximated  fair
value. Legends is in the sports picture card business, and since the Company has
a 30% equity  interest in the limited  partnership,  the  activity of the sports
picture  card  business  segment  is part of the  continuing  operations  of the
Company.

         Discontinued Line of Business

         On  December  27,  1996,  Janco  discontinued  its  operations  due  to
historical  losses,  and in an  effort  to  reduce  costs  and  improve  overall
corporate liquidity.  Janco's line of business was within the decorative mirrors
and framed picture  segment,  and as such, the  termination of operations is not
considered  discontinued  operations  of  a  business  segment.  Certain  assets
consisting  of  inventory  and  equipment  were sold to a third  party  prior to
December 31, 1996. In January 1997, an involuntary bankruptcy petition was filed
against Janco by unsecured creditors.

In February 1997, Janco consented to the involuntary bankruptcy.

                                      9

<PAGE>


7.       Notes Payable and Long-Term Debt


<TABLE>
<CAPTION>
                                                 September 30, 1997             December 31, 1996
                                                 ------------------             -----------------
<S>                                                 <C>                               <C>       
Notes payable and long-term debt consist of:
  As of September 30, 1997, borrowings
  under line of credit, secured by
  inventories, accounts receivable, 
  equipment and personal guarantee of
  officer/shareholder, bearing interest at 
  prime plus 1.5%, expiring December 1998.
  Borrowings under various lines of credit 
  existing at December 31, 1996,
  have been paid in full.....................         $772,867                        $1,134,903


Notes payable--shareholders, secured by collateral
  agreement subordinate to third party debt,
  bearing interest at the prime rate plus 2% due
  March 31, 1998, pursuant to Standstill Agreement
  dated September 9, 1997                              328,975                         1,314,000
                                                    ----------                        ----------
                                                    $1,101,842                        $2,448,903
</TABLE>

         The Company's borrowings are collateralized by substantially all of the
Company's  assets.  Certain of the  Company's  shareholders  have  guaranteed  a
portion of the Company's  obligations.  Bentley's and Windsor's assets have been
pledged to cross-collateralize Janco's debt to certain principal shareholders of
Bentley.  In September,  1997 the Company  purchased from such shareholders debt
owed by Janco amounting to $103,500.


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

OVERVIEW

         Pursuant to an agreement  dated July 17, 1995,  Bentley  International,
Inc.  ("Bentley" or the "Company")  acquired all of the outstanding common stock
of Windsor Art, Inc.  ("Windsor") in exchange for 2,117,500  shares of Bentley's
Common Stock and acquired all of the outstanding  common stock of Janco Designs,
Inc.  ("Janco") for a nominal amount of cash (the  acquisition by Bentley of all
of the  outstanding  capital  stock of Windsor  and Janco is  referred to as the
"Business  Combination").  The  consolidated  financial  statements  include the
accounts of Bentley, Windsor

                                      10

<PAGE>



and Janco.  All significant intercompany transactions have been eliminated from
the consolidated financial statements.

         In 1996, the Company consolidated operations by closing Megacards' Iowa
sales offices and its Erie,  Pennsylvania  manufacturing facility, and moved all
manufacturing and administrative  functions of Megacards into the Janco facility
located in St. Louis,  Missouri.  Efforts to reduce inventory  continued through
Megacards'  focus on selling  products  that used  existing raw  materials.  The
effort to convert  non-productive  assets into cash  resulted  in a  substantial
reduction in Megacards' debts.

         In 1996, the Company  purchased all of the outstanding  common stock of
Alnick  Realty,  Co.  ("Alnick"),  the lessor of the  Company's  Erie  facility.
Simultaneously  with the  acquisition  of the Alnick common  stock,  the Company
terminated  its lease of the Erie  facility  and sold the real  estate  owned by
Alnick to a third party.

         During the summer of 1996 it became  evident to  Megacards'  management
that overhead and  inventories had been reduced to the extent  practicable.  For
the business to survive,  investment in new product  development,  inventory and
sales  personnel  would be necessary.  Due to the desire of  Megacards'  primary
secured lender to have its loan repaid and the Company's  commitment to the home
furnishings industry,  additional investment in the sports picture card business
did not seem  consistent  with long-term  Company goals.  Therefore,  management
began to  explore  opportunities  to divest  itself  of  Megacards.  A  business
combination  was  negotiated  with  Quality  Baseball  Cards,  Inc.,  a New York
corporation  ("Quality"),   in  which  a  limited  partnership,   Legends,  L.P.
("Legends") was formed. Quality became the general partner, and owned 70% of the
partnership,  while the  Company  became a limited  partner,  owning  30% of the
partnership.  Substantially all of the assets of Megacards,  other than accounts
receivable,  and all of the assets of Quality were  contributed to Legends.  The
accounts  receivable  of  Megacards  were  collected  and  applied  towards  the
repayment of the Megacards'  secured debt. As of December 31, 1996, secured debt
related to Megacards'  operations and assets was $73,036.  As of April 16, 1997,
the secured debt has been repaid.

         Janco experienced  operating  difficulties in 1996, commencing with its
relocation  to a new  facility  in St.  Louis,  Missouri.  Delays  in  obtaining
occupancy  permits in connection  with  improvements  made to the  manufacturing
facility  resulted in Janco's  inability to produce and ship merchandise  during
the first two months of 1996.  Due to the cost of the  relocation and lower than
expected sales during the first quarter of 1996, Janco experienced  reduced cash
flow in the second quarter of 1996.  Personnel turnover at Janco exacerbated the
financial  problems.  Anticipated  sales were repeatedly  delayed,  postponing a
recovery.  Lower than expected  sales and profit  margins  resulted in operating
losses  throughout  the year. In the third quarter of 1996,  Janco's  management
recognized that a restructuring was necessary to save the business. Suppliers of
Janco were contacted in an attempt to negotiate accommodations of debts. Certain
of Janco's creditors accepted the proposal,  but the response was not sufficient
to allow the  restructuring  to proceed.  In December 1996,  Janco's  management
decided that financial resources were not available to continue the operation of
Janco.  Management  commenced  negotiations with Janco's secured lenders and its
landlord to develop a plan of liquidation that

                                    11

<PAGE>



would maximize  disposition  proceeds and minimize losses to Janco's  creditors.
Janco's  secured  creditors  and  its  landlord  agreed  to a  plan  of  orderly
liquidation of Janco's assets and all of the tangible  assets of Janco were sold
to unrelated  parties.  Janco's accounts  receivable were collected  through the
first  quarter of 1997 and the net proceeds  applied to the repayment of Janco's
secured debt. On January 24, 1997,  three  unsecured  creditors of Janco filed a
petition for involuntary  bankruptcy.  On February 18, 1997,  Janco consented to
the  involuntary  bankruptcy.  Pursuant to certain  agreements  entered  into in
connection  with the  financing of Janco by principal  shareholders  of Bentley,
Bentley and Windsor are liable for certain  unpaid  secured debts of Janco.  The
bankruptcy  trustee  has  informally  indicated  that he may  attempt  to impose
liability on Bentley for certain unsecured debts of Janco.

         Windsor continued to operate without substantial changes throughout the
first nine months of 1997.  During 1996,  Windsor hired a new financial  officer
and sales manager.  In 1997,  Windsor's  financial  officer was appointed to the
position of chief  financial  officer of Bentley.  Windsor's new sales manager's
employment  was  terminated  in August,  1997.  It is not  anticipated  that his
absence will have a material impact on Windsor's operations.

         During the fourth  quarter of 1996,  Windsor  negotiated  new financing
with Norwest Business Credit, Inc. ("Norwest"). Norwest provided Windsor with an
asset based  lending  facility of up to $2.0 million.  Management  believes that
this facility  should  provide  Windsor with the financial  resources  needed to
facilitate a reasonable growth in sales. In December 1996,  Windsor's management
decided  to  concentrate  its  design  and  marketing  efforts on its wall decor
products  and to suspend  introduction  of new table top  accessories  under the
Dolbi Cashier name.

         As a result of substantial  losses  reported for 1996 and the filing of
the  bankruptcy  petition  against  Janco in January  1997,  the  opinion of the
Company's  auditors as of December 31, 1996,  indicated that the Company may not
be able to continue to operate as a going  concern  for a  reasonable  period of
time.  The  Company  has  incurred  certain  expenses  and may incur  additional
expenses and costs in connection with the bankruptcy proceeding. The Company has
been able to negotiate  extensions of certain secured debts of Janco,  for which
Bentley or Windsor  are  liable,  until March 31,  1998.  It is not  possible to
ascertain whether Bentley or Windsor may be liable for any obligations of Janco,
other than Janco's  secured debts, as a result of the Janco  bankruptcy  filing.
Management does believe,  however,  as a result of efforts to enhance liquidity,
the  elimination of an  unprofitable  division and subsidiary and the profitable
operations at Windsor, that as of November 18, 1997, the liabilities  associated
with the  bankruptcy  proceedings  of Janco will not result in the Company being
unable to continue as a going  concern for a reasonable  period of time.  In the
event that Bentley is unable to retire the Janco secured debt through the use of
internally  generated funds,  Bentley intends to seek to raise through a private
offering of debt  and/or  equity,  or a sale of certain  Company  assets,  funds
sufficient to retire the maturing Janco secured debt, as well as funds necessary
for  other  corporate  purposes.  The  Company  is not  pursuing  any  of  these
strategies at this time.

                                       12

<PAGE>

Results of Operations

         The following  tables present the results of operation for the nine and
three months ended September 30, 1997 and 1996,  respectively,  by the Company's
business segments, sports picture cards (Megacards) and decorative mirror/framed
pictures (Windsor/Janco):


<TABLE>
<CAPTION>
                                                Nine Months Ended September 30, 1997 and 1996 
                       ---------------------------------------------------------------------------------------------
                                                   (In thousands, except per share data)
                                          1997                                             1996
                       ------------------------------------------      ----------------------------------------------
                       Windsor/                General                 Windsor/                  General
                       Janco(1)   Megacards   Corporate     Total      Janco(1)   Megacards     Corporate      Total
                       --------   ---------   ---------   --------     --------   --------      -------      --------
<S>                    <C>        <C>         <C>         <C>          <C>        <C>           <C>          <C>     
Net Sales...........   $  9,434   $     --    $    --     $  9,434     $ 12,258   $  3,277      $    --      $ 15,535
Cost of Sales.......      6,268         --         --        6,268        9,945      2,999           --        12,994
                       --------   --------    -------     --------     --------   --------      -------      --------
Gross Margin........      3,166         --         --        3,166        2,313        278           --         2,591
Selling, general
 and administrative
expenses............      2,158         10        252        2,420        2,749      1,190           --         3,939
                       --------    -------    -------     --------     --------   --------      -------      --------
Income (loss) from
operations..........      1,008        (10)      (252)         746         (436)      (912)          --        (1,348)
Interest expense....        103         --         44          147          231        141           --           372
Other expenses
(income)............       (244)       (54)        (3)        (301)           2       (461)          --          (459)
                       --------    -------    -------      -------    ---------   --------
Net income..........   $  1,149    $    44    $  (293)    $    900    $    (669)  $   (592)     $    --      $  1,261
                       ========    =======    =======     ========    =========   ========      =======      ========
Net income (loss)
per common share....                                      $   0.32                                           $  (0.45)
-------------------
<FN>
(1) Janco's operations were terminated in December 1996.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                Three Months Ended September 30, 1997 and 1996 
                       ---------------------------------------------------------------------------------------------
                                                   (In thousands, except per share data)
                                          1997                                             1996
                       ------------------------------------------      ----------------------------------------------
                       Windsor/                General                 Windsor/                  General
                       Janco(1)   Megacards   Corporate     Total      Janco(1)   Megacards     Corporate      Total
                       --------   ---------   ---------   --------     --------   --------      -------      --------
<S>                    <C>        <C>         <C>         <C>          <C>        <C>           <C>          <C>     
Net Sales...........   $  3,294   $     --    $    --     $  3,294     $  3,918   $    580      $    --      $  4,498
Cost of Sales.......      2,249         --         --        2,249        3,134        552           --         3,686
                       --------   --------    -------     --------     --------   --------      -------      --------
Gross Margin........      1,045         --         --        1,045          784         28           --           812
Selling, general
 and administrative
expenses............        691         --         65          756          846        288           --         1,134
                       --------    -------    -------     --------     --------   --------      -------      --------
Income (loss) from
operations..........        354         --        (65)         289          (62)      (260)          --          (322)
Interest expense....         30         --         10           40           76         10           --            86
Other expenses
(income)............        (81)        --         --          (81)           2       (324)          --          (322)
                       --------    -------    -------      -------    ---------   --------
Net income..........   $    405    $    --    $   (75)    $    330    $    (140)  $     54      $    --      $    (86)
                       ========    =======    =======     ========    =========   ========      =======      ========
Net income (loss)
per common share....                                      $   0.12                                           $  (0.03)

-------------------
<FN>
(1) Janco's operations were terminated in December 1996.
</FN>
</TABLE>

                                       13

<PAGE>

         Windsor's and Janco's  combined net sales  decreased from $12.3 million
for the first nine months during 1996 to $9.4 million for the comparable  period
in 1997.  Windsor's sales increased  during the first nine months of 1997 verses
1996 due to improved marketing and availability of products.  The combined sales
of  Windsor/Janco,  however,  decreased  as a result  of the  discontinuance  of
Janco's operations.

         The cost of sales for the combined  Windsor/Janco  operations decreased
from $9.9  million  for the first nine  months of 1996 to $6.3  million  for the
comparable  period in 1997.  The  reduction  in cost of sales is a result of the
discontinuance  of the  operations of Janco.  The increase in Windsor's  cost of
sales  in the  first  nine  months  of 1997  over the  same  period  in 1996 was
attributable  to an  increase  in net  sales.  Gross  margin  for  the  combined
Windsor/Janco  increased  $853,000 to $3.2  million  for the nine  months  ended
September  30,  1997  from  $2.3  million  for the same  period  in  1996.  As a
percentage  of net sales,  the gross  margin  increased to 34% in the first nine
months of 1997 from 19% for the comparable period in 1996.

         Selling,  general  and  administrative  expenses  for Windsor and Janco
decreased  from $2.7  million for the first nine months of 1996 to $2.2  million
for the same period in 1997.  The decrease was the result of the  discontinuance
of  Janco's  operations.   The  increase  in  Windsor's  selling,   general  and
administrative expenses was due primarily to increased sales.

         Interest  expense for Windsor and Janco decreased from $231,000 for the
first nine months of 1996 to $103,000 for the corresponding  period in 1997. The
reduced  interest  expense was due to the  repayment  of a  substantial  part of
Janco's debts from the discontinuance of its operations, plus a reduction in the
outstanding balances on Windsor's line of credit.

         As a result of the foregoing,  Windsor and Janco reported net income of
$1,149,000 for the first nine months of 1997, compared to a net loss of $670,000
for the same period of 1996.

         Megacards  reported  no sales in the  first  nine  months  of 1997 as a
result  of the  business  combination  with  Legends.  A profit of  $44,000  was
recorded  during the first nine months of 1997 due to the collection of accounts
previously thought to be uncollectible.  This compares to a net loss of $592,000
in the first nine months of 1996.

Liquidity and Capital Resources

         During the first  nine  months of 1997,  the  Company's  operating  and
investing activities provided approximately $1,200,000 of cash to the business.
The cash was used to pay off existing debt.

         Capital  expenditures of $61,000 were made by Windsor in the first nine
months of 1997.


                                     14

<PAGE>

         As of September  30, 1997,  the primary  secured debt of Megacards  and
Janco was repaid in full from  collection  of accounts  receivable  and sales of
assets. The secured debt of Windsor was refinanced  with  Norwest  in 1997.   As
of September  30, 1997,  Windsor had available borrowing capacity  sufficient to
operate its business for a reasonable period of time.

         Management  will explore  courses of action to retire the Janco secured
debts for which Bentley and Windsor are liable as the loans  approach  maturity.
The Company  extended the maturity of the Janco  secured debt to March 31, 1998.
The Company was  released  from any future  liability  on the Janco  lease.  The
Company  anticipates that additional  working capital of approximately  $325,000
will be required  during 1998 to repay the Janco secured debt if the maturity of
such debt is not extended  beyond March,  1998.  The Company will seek to obtain
such capital pursuant to the private  placement of debt or equity  securities or
the  sale of  certain  assets  of the  Company,  if  required.  There  can be no
assurance that such financing or asset sales will be available to the Company on
favorable terms or at all.

         The Company is currently  negotiating with the court appointed  trustee
in the Janco  bankruptcy in an attempt to reduce any liability  that the Company
may have.

         As of  September  30,  1997,  the  Company  reported an  allowance  for
doubtful accounts of approximately $240,000.  Management of the Company believes
such   amount  was   appropriate   in  light  of  the  amount  and   anticipated
collectibility  of the Company's  accounts  receivable at that time. In order to
maximize  the  payment  of  its  receivables,  the  Company  employs  a  person,
full-time, whose responsibility is to seek payment of past due accounts. If such
efforts are unsuccessful,  the Company engages a commercial collection agency to
pursue persons with past due accounts.

                                     15

<PAGE>



PART II -- OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits:

                  Exhibit No.                        Description

                  27                                 Financial Data Schedule

(b)      Reports on Form 8-K:

         The  Company  filed no reports on Form 8-K  during  the  quarter  ended
September 30, 1997.



                                       16

<PAGE>


                                    SIGNATURE

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

                                        BENTLEY INTERNATIONAL, INC.
                                       (Registrant)


November 19, 1997                        By: /s/Lloyd R. Abrams
                                             -----------------------------------
                                             Lloyd R. Abrams, President
                                             and Chief Executive Officer




                                     17