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, 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 May 14, 1998,  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................................1

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

            Consolidated Statements of Operations  -- Three Months Ended
            March 31, 1998 and 1997..........................................2

            Consolidated Statements of Cash Flows -- Three Months Ended
            March 31, 1998 and 1997..........................................3

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

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

PART II -- OTHER INFORMATION

ITEM 6.     Exhibits and Reports on Form 8-K................................11

SIGNATURE...................................................................11




                                        2

<PAGE>



PART I -- CONSOLIDATED FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements

                          Consolidated Balance Sheet
               March 31, 1998 (unaudited) and December 31, 1997

<TABLE>

                                                           March 31,  1998        December
                                                               (unaudited)        31, 1997
<S>                                                             <C>             <C>       
            Assets
Current Assets
   Cash                                                           $221,788        $100,529
   Accounts receivable (net of allowance for returns
   and doubtful accounts of $139,000 as of March
   31, 1998 and $151,000 as of December 31, 1997)                1,999,880       1,886,527
   Inventories                                                   1,177,030       1,824,908
   Other current assets                                            106,950          83,621
                                                                ----------      ----------
     Total Current Assets                                        3,505,648       3,895,585
Equipment And Leasehold Improvements                               181,151         190,381
Other Assets                                                        69,800          69,800
                                                                ----------      ----------
   Total Assets                                                 $3,756,599      $4,155,766
                                                                ==========      ==========
            Liabilities and Shareholders' Equity
Current Liabilities
   Notes payable                                                  $424,312      $1,059,540
   Accounts payable and accrued expenses                         1,183,710       1,199,995
                                                                ----------      ----------
   Total Current Liabilities                                     1,608,022       2,259,535
Excess of Acquired Assets Over Cost                                216,820         298,127
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, 2,813,285 shares issued and
   outstanding                                                     506,391         506,391
   Additional Paid in Capital                                    1,500,178       1,500,178
   Accumulated Deficit                                             (74,812)       (408,465)
                                                                ----------      ----------
     Total Shareholders' Equity                                  1,931,757       1,598,104
                                                                ----------      ----------
Total Liabilities & Shareholders Equity                         $3,756,599      $4,155,766
                                                                ==========      ==========
   See notes to financial statements.
</TABLE>

                                           1

<PAGE>



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

<TABLE>
                                                      Three Months Ended
                                                          March 31,
                                                         1998         1997
<S>                                                  <C>           <C>       
Net Sales                                            $3,683,647    $3,105,361
Cost of Sales                                         2,564,387     2,073,268
                                                     ----------    ----------
Gross Margin                                          1,119,260     1,032,093
Selling, General & Administrative
Expenses                                                832,936       794,664
                                                     ----------    ----------
Income From Operations                                  286,324       237,429
Interest Expense                                         33,982        53,516
Other Expense (Income)                                  (81,307)     (138,333)
                                                     ----------    ----------
Net Income                                             $333,649      $322,246
                                                     ==========    ==========
Earnings Per Common Share - Basic                      $  0.119    $    0.115
                                                     ==========    ==========
Earnings Per Common Share -
   Assuming Dilution                                  $   0.113    $    0.114
                                                     ==========    ==========
</TABLE>

   See notes to financial statements.



                                         2

<PAGE>



                          BENTLEY INTERNATIONAL, INC.
               CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997
<TABLE>

                                                          1998            1997
                                                         ------          -----
<S>                                                    <C>             <C>     
Cash Flows From Operating Activities
Net income                                             $333,650        $322,246
Adjustments to reconcile net income to net cash
   provided by operating activities
   Depreciation and amortization                         16,729          14,206
   Amortization of excess of acquired assets over cost  (81,307)        (81,307)
   Net change in assets and liabilities:
     Accounts receivable                               (113,353)        873,400
     Inventories                                        647,878          35,085
     Other assets                                       (23,329)         60,465
     Accounts payable and other liabilities             (16,285)       (350,372)
                                                       --------        --------
Net Cash Provided By Operating Activities               763,983         873,723
                                                       --------        --------
Cash Flows from Investing Activities
   Capital expenditures                                  (7,496)        (21,010)
   Proceeds from notes receivable                            --          44,000
Net Cash Provided (Used) By Investing Activities         (7,496)         22,990
                                                       --------        --------
Cash Flows From Financing Activities
   Net payments on lines of credit                     (306,253)       (807,202)
   Payments on long-term debt                                --         (66,867)
   Payments on notes payable                           (328,975)        (72,957)
                                                       --------        --------
Net Cash Used in Financing Activities                  (635,228)       (947,026)
                                                       --------        --------
Net Increase (Decrease) in Cash                         121,259         (50,313)
Cash-Beginning Of Period                                100,529         349,799
                                                       --------        --------
Cash-End of Period                                     $221,788        $299,486
                                                       ========        ========
Supplemental Disclosures of cash flow information
    Interest Paid                                       $46,478         $50,418
</TABLE>

   See notes to financial statements.

                                          3

<PAGE>



                 BENTLEY INTERNATIONAL, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 1998 and 1997


      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, 1997. The results of operations  for the  three-month  period
ended  March  31,  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"), Janco  Designs, Inc. ("Janco")  (See Note 5) and  Alnick
Realty Company, Inc. ("Alnick").  All significant intercompany transactions have
been eliminated from the consolidated financial statements.

2.    Earnings (Loss) Per Common Share

      In 1997 the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share.  Statement 128 replaced the calculation of primary and fully
diluted  earnings per share with basic and diluted  earnings  per share.  Unlike
primary  earnings  per share,  basic  earnings  per share  excludes any dilutive
effects of options,  warrants and convertible  securities.  Diluted earnings per
share is very similar to the  previously  reported  fully  diluted  earnings per
share and  includes the dilutive  effects of options,  warrants and  convertible
securities by showing the dilutive effects of options,  warrants and convertible
securities as if they had been exercised. All earnings per share amounts for all
periods have been presented and,  where  appropriate,  restate to conform to the
Statement 128 requirements.

3.    Nature of Operations

      Bentley  International,   Inc.  ("Bentley"),   formerly  Megacards,  Inc.,
designed,  repackaged and marketed sports picture cards produced by major sports
picture  card  manufacturers  and  marketed  sports  picture  card  accessories.
Megacards,  Inc. became Bentley in June 1996 as the Board of Directors  believed
that the change of the Corporate name would better reflect the broadening of the
scope of the businesses of the Company.  Windsor  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 (see Note 5).



                                        4

<PAGE>



4.    Stock Dividend and 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.

      On  September  3, 1997,  the  Company's  Board of  Directors  authorized a
four-for-one stock dividend, to be distributed October 22, 1997, to shareholders
of record  September  24,  1997,  which had the effect of a  five-for-one  stock
split,  except that the par value  remained  $0.18 per share.  All share and per
share amounts have been adjusted retroactively to reflect the stock dividend and
reverse stock split.

5.    Discontinued Line of Business

      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. Janco's operations represented a line of business within the decorative
mirrors and framed pictures segment,  and as such, the termination of operations
is not considered discontinued operations of a business segment.  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.

                                          5

<PAGE>


6.    Notes Payable

<TABLE>

                                             March 31, 1998    December 31, 1997
<S>                                              <C>               <C>     
Notes payable and long-term debt 
 consist of:
     Borrowings under $2,000,000 line of
     credit agreement secured by all 
     business assets of Windsor, bearing
     interest at the prime rate plus 1.5%,
     due December 1, 1998                        $424,312            $730,565

     Notes payable--stockholders,
     secured by collateral agreement,
     subordinate to third party debt, 
     bearing interest at the prime rate
     plus 2% due March 1998                             --            328,975
                                                  --------         ----------
                                                  $424,312         $1,059,540
</TABLE>


7.    Earnings Per Common Share

      For March 31, 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 earnings
   per share - Income available to 
   common shareholders                               $333,649           $322,246
                                                    =========          =========
Denominator:
   Weighted average number of common shares
       used in basic EPS                            2,813,285          2,813,285
   Effect of dilutive securities:
        Common stock options                          144,726              3,334
                                                    ---------          ---------
Weighted number of common shares and
    dilutive potential common stock 
    used in diluted EPS                             2,958,011          2,816,619
                                                    =========          =========
</TABLE>


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

OVERVIEW

      The consolidated  financial statements include the accounts of Bentley and
its  subsidiaries  Windsor  Art, Inc. ("Windsor"), Alnick  Realty  Company, Inc.
("Alnick") and Janco Designs, Inc. ("Janco").  During the first quarter of 1998,
Alnick  and  Janco did  not  have any  activity and  the consolidated results of
operations  consist of the  results of the  activities of  Bentley and  Windsor.
Windsor produces and distributes framed art and mirrors.


                                        6

<PAGE>


      Windsor,  which is currently the only operating subsidiary,  increased its
sales,  income from operations and net income during the quarter ended March 31,
1998 as compared to the corresponding quarter of 1997.

      Bentley,  which was formerly known as Megacards,  Inc., divested itself of
its  sports  picture  card  business  in  1996 by  closing  that  operation  and
contributing  all  of  its  assets,  except  accounts  receivables,  which  were
collected  and applied to the  repayment of the sports  picture  card  segment's
secured  debt, to Legends,  L.P., a limited  partnership  with Quality  Baseball
Cards,  Inc.,  in  which  Bentley  is  a  limited  partner  owning  30%  of  the
partnership.

      Alnick owned the  facility in which the  sports card business was located.
The  facility was sold in 1996 and  Alnick did not have any activity during 1997
or the first quarter of 1998.  Alnick currently has no assets or liabilities.

      Janco  experienced  operating  difficulties in 1996 that led management to
decide to collect Janco's accounts  receivable and apply the net proceeds to the
repayment of Janco's senior secured debt. On January 24, 1997,  three  unsecured
creditors of Janco filed a petition for involuntary bankruptcy.  The Company and
Windsor were liable for certain  unpaid  secured debts of Janco.  On January 16,
1998,  the Company  entered  into a  settlement  agreement  with the  Bankruptcy
Trustee  which  requires  Bentley to pay  $85,000 in  settlement  for all claims
against the Company.  In exchange,  the Bankruptcy Trustee agreed to pay certain
note holders,  all of whom were principal  shareholders of Bentley,  whose notes
were secured in part by guaranties from the Company and Windsor, one-half of the
proceeds from the liquidation of certain assets of Janco, approximately $45,000.
The court order  approving the  settlement  agreement  results in the release of
liability  of Bentley and Windsor by the  Trustee and the  Trustee's  payment to
certain note holders, resulting in a reduction of Bentley's general liabilities,
as reflected on the  consolidated  balance sheet of Bentley and its subsidiaries
for  December 31,  1997,  by  approximately  $1,259,000.  In  addition,  Bentley
recognized approximately $1,174,000 of extraordinary income at December 31, 1997
as a result of the reduction in liabilities  and the elimination of the reserves
established to cover  potential  liabilities  resulting from the  termination of
Janco's operations.

      The  Company  is  currently   investigating   acquisition   opportunities.
Discussions  have not  developed  to the  stage  where any  acquisitions  appear
likely.  The  Company  is  considering  moving  into  a new  line  of  business,
speciality  marketing and  information  management.  Management  is  researching
acquisition opportunities in this business because management believes that such
businesses produce a very high return on equity,  require little debt,  generate
substantial cash flow and possess significant growth potential.  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.

Results of Operations

      The following  table presents the results of operations for quarters ended
March 31, 1998 and March 31,  1997 for the  Company's  decorative  mirror/framed
pictures  (Windsor) and sports picture cards  (Megacards)  business segments and
for the corporate segment (Bentley):

                                        7

<PAGE>


<TABLE>

                                         Three  Months  Ended March 31, 1998 and March 31, 1997
                                                 (in thousands, except per share data)
                                        March 31, 1998                        March 31, 1997
                                  --------------------------   ---------------------------------------
                                            General                                   General
                                 Windsor   Corporate   Total   Windsor   Megacards   Corporate   Total

<S>                               <C>           <C>   <C>       <C>           <C>        <C>    <C>   
Net Sales.........                $3,684        $0    $3,684    $3,105        $0         $0     $3,105
Cost of sales.....                 2,564         0     2,564     2,073         0          0      2,073
                                 -------    ------    ------   -------    ------     ------    -------
Gross Margin......                 1,120         0     1,120     1,032         0          0      1,032
Selling, general and
  administrative expense             769        64       833       757         0         37        794
                                 -------    ------    ------   -------    ------     ------    -------
Income (loss)  from
     operations...                   351       (64)      287       275         0        (37)       238

Interest expense..                    26         8        34        43         0         11         54
Other expenses (income)              (81)       --       (81)      (81)      (54)        (3)      (138)
                                  -------  -------     ------  -------    ------     ------     ------
Net Income (Loss)                   $406     ($72)      $334     $313        $54       ($45)      $322
                                  =======  =======    ======   =======    ======     ======     ======
Earnings per common
     share - Basic                                    $0.119                                    $0.115
                                                      ======                                    ======
Earnings per common share
    Assuming Dilution                                 $0.113                                    $0.114
                                                      ======                                    ======
</TABLE>


Sales

      Windsor's  sales  increased by $578,286 or 18.6% in the three months ended
March 31,  1998  verses  the 1st  quarter  of 1997 due to some one time  orders,
special  promotions at trade shows and improved  marketing and  availability  of
products in  general.  Management  plans to continue  the plans that have led to
this high growth in sales,  however,  there can be no  assurance  that growth in
sales  will  continue  to be as high as it was in the  first  quarter  of  1998.
Megacards,  Janco or  Alnick  did not have any sales  revenues  in either of the
quarters.

Cost of Sales and Gross Margin

      Windsor's  costs of sales  increased by  $491,119,  from 66.8% of sales to
69.6% of sales.  Gross margin  increased  from  $1,032,093 to $1,119,260  due to
increased sales. Gross margin decreased as a percentage of net sales from 33.24%
to 30.40%. Windsor's cost of sales as a percentage of sales increased from 66.8%
to 69.6%.  These  results  were due to lower  margins on the one time orders and
special promotions and increases in production costs.  Management expects to see
continued modest growth in costs and will consider  selective price increases to
offset higher costs.  There is no assurance  that the cost increases will not be
higher than expected or that management will be able to raise prices.


                                          8

<PAGE>


Operating Expenses

      Windsor's selling, general and administrative expenses remained almost the
same in dollar terms but as a percentage of sales decreased from 24.4% to 20.9%.
The percentage decrease is due to increased sales. SG&A expenses remained almost
the same because  decreases in personnel and travel costs  compared to the first
quarter of 1997 offset increases in variable expenses such as commissions due to
higher sales.

Other Items

      Windsor's  interest  cost  decreased due to lower  borrowings  but is high
compared to the level of borrowings.  This result is due to minimum interest and
unused  line  fees  per  the  borrowing  agreement.  Windsor  is  attempting  to
renegotiate and reduce these fees and charges. The interest for Bentley is lower
because the Janco  notes  payable to  shareholders  were paid off partly in late
1997 and the balance in the first quarter of 1998.

      The other  income for Windsor  results from the  amortization  of negative
goodwill or excess of acquired  assets over cost. The other income for Megacards
in the  first  quarter  of  1997  resulted  from  the  recovery  of  receivables
previously  written off and this item added two cents to  earnings  per share in
that quarter.

Liquidity and Capital Resources

      Bentley's cash on hand increased by $121,259 to $221,788 at March 31, 1998
as compared to $100,529 at December 31,  1997.  During the first three months of
1998  Bentley  generated  $763,983  from  operations  of  Windsor.  Most of this
increase  in  cash  on  hand  was  achieved  from  a  significant  reduction  in
inventories during the quarter. Windsor anticipates that inventory will increase
in the second quarter to fill expected orders.  Of the cash generated,  $635,000
was used to pay down  Windsor's  line of credit  and to retire  the Janco  notes
payable to shareholders which were guaranteed by Bentley and Windsor.

      During  the first  quarter of 1997 the  Company  generated  $873,723  from
operations, most of which was attributable to a reduction in receivables,  which
along with part of cash on hand was used to pay off debt of $947,026.

      Capital  expenditures  of $7,496  were  incurred  during  the  quarter  as
compared to $21,010 in 1997's first quarter. Windsor is planning to buy or lease
a new computer  system,  the  purchase of which would be funded from  internally
generated funds,  borrowings against the line of credit or equipment leases or a
combination of these three sources.

      Windsor  currently has a $2,000,000 line of credit which expires  December
1, 1998.  Windsor is in the process of  re-negotiating  the line to extend it to
late  1999,  to  reduce  the  amount  of the  line  based  on  lower  usage  and
requirements  which have resulted from the growth in internally  generated funds
and to obtain more favorable terms based on the improved  financial  performance
in 1997 and the first quarter of 1998. Management believes that the availability
under the line of credit and funds  generated from operations will be sufficient
to meet all presently known requirements.

                                         9

<PAGE>


Derivatives

      The Company does not invest in any derivatives. Its line of credit loan is
tied to market rates.  The Company's  investment  portfolio does not include any
derivatives.

Other Factors That May Affect Future Results

Year 2000 Issue - Company

      The  Company has  reviewed  its current  computer  system to identify  the
systems  that could be affected  by the Year 2000 Issue.  The Year 2000 Issue is
the result of computer  programs being written using two digits rather than four
to define the applicable year.

      Regardless of the Year 2000 Issue,  the Company is planning to upgrade its
current computer system to a PC based system.  This change will also address the
Year 2000  Issue and the  new  system will be Year 2000  compliant. The  Company
presently believes that, with the planned modifications to the existing software
and conversion to new software,  the Year 2000 problem will not pose significant
operational  problems for the  Company's  computer  systems as so  modified  and
converted.   However, if  such  modifications  and  conversions  are not  timely
completed, the Year 2000 problem may have a material impact on the operations of
the Company.

Year 2000 Issue - Suppliers

      The Company is in the process of contacting its major suppliers to discuss
the Year 2000 Issue.  There is no assurance  that the suppliers  will be able to
respond  adequately  to the Year 2000 Issue,  or that  supplies or orders to the
Company will not be affected.

Production Costs

      Windsor's  current factory lease expires on November 30, 1998. The current
owner has listed the property  for sale.  If the new buyer is an investor and if
Windsor is able to negotiate a reasonable lease with the new owner,  Windsor may
not have to incur relocation costs. The monthly lease rent will likely increase,
however,  and  increase  production  overhead  costs.  If  Windsor  is unable to
negotiate a new lease with the new owner or the new owner is a user, Windsor may
have to relocate with the attendant costs and temporary disruption in production
and shipments.  The financial  impact of a relocation are  undetermined  at this
time, but could have a significant  impact on earnings  and/or cash flow. A move
would be financed from internally generated funds and the bank credit line.

      Even though direct labor is a small  percentage of the  production  costs,
any further increases in minimum wages will likely have an adverse impact on the
Company's profitability.

                                        10

<PAGE>


PART II -- OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

(a)   Exhibits:

            Exhibit No.             Description

            3                       Amended and Restated By-Laws

            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.



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 duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                          BENTLEY INTERNATIONAL, INC.
                                                (Registrant)


May 13, 1998                                     By: /s/Lloyd R. Abrams
                                                     ---------------------------
                                                     Lloyd R. Abrams, President
                                                     and Chief Executive Officer

May 13, 1998                                     By: /s/Ramakant Agarwal
                                                     ---------------------------
                                                     Ramakant Agarwal,
                                                     Chief Financial Officer



                                        11