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, 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 November 5, 1999 the registrant had 3,083,285 outstanding  shares of Common
Stock, $.18 par value.

Transitional Small Business Disclosure Format  (Mark one):  Yes [ ]  No [x].




<PAGE>




BENTLEY INTERNATIONAL, INC.
FORM 10-QSB

                                      INDEX

                                                                         Page

PART I -- CONSOLIDATED FINANCIAL INFORMATION

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

         Consolidated Balance Sheets -- September 30, 1999
         and December 31, 1998 ............................................ 2

         Consolidated Statements of Operations -- Three Months
         Ended September 30, 1999 and 1998 and Nine Months
         Ended September 30, 1999 and 1998 ...............................  3

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

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

ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operation ..........................................8

PART II -- OTHER INFORMATION

ITEM 1.  Legal Proceedings .................................................10

ITEM 2.  Changes in Securities and Use of Proceeds .........................11

ITEM 4.  Submission of Matters to a Vote of Security Holders ...............11

ITEM 6.  Exhibits and Reports on Form 8-K ..................................12

SIGNATURE ..................................................................15





<PAGE>





Note:    This report contains  certain  forward  looking  statements of the type
         described in the "Safe  Harbor"  provisions  of the Private  Securities
         Litigation  Reform  Act of  1995  ("PSLR  Act of  1995"),  such  as the
         liquidation of the Corporation and a possible reverse merger or similar
         transaction.  The results of management's  plans are beyond the ability
         of the Company to control.  Economic conditions,  merger opportunities,
         the resolution of litigation  and other factors could cause  materially
         different   results  from  those  planned  by  management.   Additional
         discussions of certain forward  looking  statements can be found at the
         end of Item 2 of Part I.

                                     PART I


Item 1.  Financial Statements

[Remainder of page intentionally left blank]

<PAGE>

<TABLE>


                CONSOLIDATED BALANCE SHEET
                         Assets

<CAPTION>
                                               September 30,
                                                        1999      December 31,
                                                 (Unaudited)              1998
<S>                                              <C>               <C>
Current Assets
     Cash and cash equivalents                    $5,886,134       $ 6,579,516
     Miscellaneous receivable                          6,392            18,000
     Note receivable                                  54,200                --
     Prepaid taxes                                    53,733            38,817
     Net assets from discontinued segment (Note 3)        --           628,324
          Total Current Assets                     6,000,459         7,264,657

Note Receivable                                      108,300                --

Other Assets                                          69,800            69,800

                                                  $6,178,559       $ 7,334,457


          Liabilities And Shareholders' Equity

Current Liabilities
     Accounts payable and accrued expenses        $  104,507       $   647,076

Shareholders' Equity
     Preferred stock, $0.01 par value; 1,000,000
     shares authorized, none issued or
     outstanding                                          --                --
     Common stock, $0.18 par value; 10,000,000
     shares authorized, 3,083,285 shares issued
     and outstanding at June 30, 1999 and
     December 31, 1998                               554,991           554,991
Additional paid-in capital                         2,656,578         2,656,578
Retained earnings                                  2,870,385         3,475,812
Treasury stock, at cost                               (7,902)               --
     Total Shareholders' Equity                    6,074,052         6,687,381

                                                  $6,178,559       $ 7,334,457

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>
                              For The Three Months       For The Nine Months
                              Ended September 30,        Ended September 30,
                               1999          1998      1999            1998

<S>                          <C>          <C>         <C>            <C>
Net Sales                    $      --    $   20,995  $      --      $  26,857

Cost Of Sales                       --            --         --             --

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

Selling, General And
  Administrative Expenses       58,131       283,206    268,988        432,503

Operating Loss                 (58,131)     (262,211)  (268,988)      (405,646)

Interest Income (Expense)       12,961        (2,449)   143,449        (10,906)

Other Income                    37,819       103,776    146,766        235,167

Income (Loss) From
  Continuing Operations         (7,351)     (160,884)    21,227       (181,385)

Income (Loss) From
  Discontinued Operations
     Income (loss) from
     discontinued operations        --       241,076   (123,170)       1,121,688
     Gain (loss) on sale
     of discontinued
     operations (net of tax
     of $818,500 in 1998)     (195,879)    2,300,196   (503,484)       2,300,196
       Total Income (Loss)
       From Discontinued
       Operations             (195,879)    2,541,272   (626,654)       3,421,884

Net Income (Loss)            $(203,230)   $2,380,388  $(605,427)     $ 3,240,499

Earnings (Loss) Per Common
 Share -  Basic
     Continuing operations   $      --     $   (0.05) $    0.01      $    (0.06)
     Discontinued operations     (0.06)         0.87      (0.20)           1.17

                             $   (0.06)    $    0.81  $   (0.19)     $     1.10

Earnings (Loss) Per Common
 Share -  Assuming Dilution
     Continuing operations   $      --     $  (0.05)  $    0.01      $    (0.06)
     Discontinued operations     (0.06)        0.83       (0.20)           1.12

                             $   (0.06)    $   0.78   $   (0.19)     $     1.06

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
                         CONSOLIDATED STATEMENT OF CASH
                                     FLOWS
                                   (UNAUDITED)
<CAPTION>

                                                            For The Nine Months
                                                            Ended September 30,
                                                           1999             1998
<S>                                                  <C>             <C>
Cash Flows From Operating Activities
  Net income (loss)                                  $ (605,423)     $ 3,240,499
  Adjustments to reconcile net income (loss) to net
     cash used in operating activities of continuing
     operations:
          Loss (income) from discontinued operations    123,170       (1,121,688)
          Loss (gain) on sale of discontinued segment   503,484       (2,300,196)
          Depreciation and amortization                      --            5,959
          Net change in assets and liabilities:
            (Increase) decrease in accounts
               receivable                                11,608           (8,079)
            Increase in prepaid taxes                   (14,916)              --
            Increase in other assets                         --          (43,867)
            Decrease in accounts payable and
            other liabilities                          (542,569)         (53,808)
Net Cash Used In Operating Activities Of Continuing
  Operations                                           (524,646)        (281,180)
Net cash provided by (used in) discontinued
   operations                                          (168,544)         503,264
Net Cash Provided By (Used In) Operating Activities    (693,190)         222,084

Cash Flows From Investing Activities
  Proceeds from sale of discontinued segment            237,000        4,946,000
  Increase in note receivable                          (162,500)              --
  Net cash used in investing activities of
     discontinued operations                            (66,790)        (114,545)
  Capital expenditures                                       --          (13,511)
  Acquisition of subsidiary                                  --          (80,772)
Net Cash Provided By Investing Activities                 7,710        4,737,172

Cash Flows From Financing Activities
  Net proceeds from line of credit -
    discontinued operations                                  --          269,535
  Payments on notes payable                                  --         (320,005)
  Purchase of treasury stock                             (7,902)              --
Net Cash Used In Financing Activities                    (7,902)         (50,470)

Net Increase (Decrease) In Cash                        (693,382)       4,908,786

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

Cash - End Of Period                                 $5,886,134      $ 4,918,118

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999

The accompanying interim financial statements are unaudited, but, in the opinion
of management,  reflect all  adjustments  (consisting  only of normal  recurring
accruals)  necessary  for this  presentation.  Reference  is hereby  made to the
consolidated financial statements, including the notes thereto, contained in the
Company's  annual Report on Form 10-KSB/A for the year ended  December 31, 1998.
The results of operations for the nine-month period ended September 30, 1999 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1999.


1.       Basis Of Consolidation

     The  consolidated financial statements include  the  accounts  of  Bentley
     International,  Inc. (the  "Company")  and its  wholly-owned  subsidiaries,
     Windsor Art, Inc.  ("Windsor") and Residential  Mortgage Credit  Reporting,
     Inc. ("RMCR") (see Note 3). All significant intercompany  transactions have
     been eliminated from the consolidated financial statements.

2.       Operations

         Nature Of Operations:

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

         Windsor  manufactured  and  distributed  decorative  mirrors and framed
         prints to  furniture  stores,  mass  merchants,  hotels  and  designers
         throughout the United States.  During 1996,  Bentley  discontinued  its
         Janco  product  line of framed  prints and  mirrors and sold its sports
         picture card  business  segment in order to reduce costs and to improve
         its liquidity  position.  On July 30, 1998, the Company sold all of the
         outstanding shares of stock of Windsor Art, Inc. (see Note 3).

         During 1998, the Company acquired  subsidiaries operated under the name
         of RMCR which operated a credit reporting  service  providing  mortgage
         lenders with  consolidated  credit reports drawn from reports generated
         by several single-source credit reporting bureaus. The Company sold all
         the assets of RMCR effective on September 1, 1999 (see Note 3).

         Business Combinations:

         Pursuant to an  agreement  dated May 28,  1998,  the Company  purchased
         certain  assets of a credit  reporting  company  for $75,000 and formed
         Bentley  Information  Services,   Inc.  ("BIS").  The  acquisition  was
         accounted for as a purchase.

         Pursuant to an agreement dated November 12, 1998, the Company  acquired
         all the outstanding  shares of Residential  Mortgage Credit  Reporting,
         Inc.,  a credit  reporting  company,  for $300,000 in cash plus 120,000
         shares of Bentley's  common  stock.  On November  12, 1999,  the seller
         exercised a right to exchange the shares  transferred for an additional
         $300,000,  which had been held in escrow. The acquisition was accounted
         for as a  purchase.  In  1999,  BIS and RMCR  merged.  BIS  became  the
         surviving corporation and changed its name to RMCR.

         Pursuant  to an  agreement  dated  February  23,  1999,  RMCR  acquired
         substantially all of the assets of Mortgage Credit Service ("M.C.S.") a
         credit reporting company for $76,000. RMCR signed a promissory note for
         $36,000  to be paid  at the  rate of 10%  per  month  of the  collected
         monthly billings from existing customers of M.C.S. The remainder of the
         purchase price was paid in cash.

<PAGE>

3.       Discontinued Operations

         On July 30, 1998, the Company sold its Windsor subsidiary to Interiors,
         Inc. ("Interiors"). Accordingly, Windsor's decorative mirror and framed
         art business  segment are accounted for as  discontinued  operations in
         the accompanying consolidated financial statements.

         Windsor  revenues  were  $1,321,689  and for  the  three  months  ended
         September 30, 1998 and $8,262,934  for the nine months ended  September
         30, 1998.

         Originally,  the  consideration  for  the  stock  of  Windsor  was:  a)
         $1,700,000 in cash,  b) a $2,000,000  secured  promissory  note payable
         over four  years with  interest  at 8% per  annum,  and a  discount  of
         $500,000 if paid by September  30, 1998,  and c) a $3,300,000  secured,
         short-term  promissory note, due September 30, 1998 with interest at 8%
         per annum.  The short-term note required a $300,000 payment on July 30,
         1998.  The  short-term  note was repaid as scheduled  on September  30,
         1998.

         In connection  with the purchase of Windsor,  Interiors  also purchased
         150,000 shares of common stock of the Company for 750,000 shares of its
         common  stock and  purchased  a warrant to purchase  300,000  shares of
         common  stock of the Company for an  additional  750,000  shares of its
         common stock.  If certain  events  occurred prior to December 31, 1998,
         Interiors  had the option,  but not the  obligation,  to reacquire  its
         shares  from the Company  for  $1,625,000  by  December  31,  1998.  In
         addition,  if prior to December  31,  1998,  Interiors  consummated  an
         underwritten   public   offering  of  Interiors  stock  pursuant  to  a
         registration  statement  declared effective under the Securities Act of
         1933,  as  amended,  in which  the  aggregate  gross  proceeds  (before
         underwriting   fees,   commissions   and   discounts)   were  at  least
         $15,000,000,  then Interiors had the obligation, and not the option, to
         repurchase the shares of Interiors for $1,625,000.

         On December 1, 1998, the Company, Interiors,  Windsor, Lloyd R. Abrams,
         President  of  Bentley  (`Mr.  Abrams")  and  Max  Munn,  President  of
         Interiors ("Mr.  Munn") entered into a Repurchase  Agreement and Mutual
         General  Release  (the  "Repurchase  Agreement")  with  respect  to (i)
         certain  rights  and  obligations  arising  under  the  Stock  Purchase
         Agreement dated July 7, 1998 between Bentley and Interiors, (the "Stock
         Purchase  Agreement") and all related documents  executed in connection
         with the sale of Windsor by Bentley to  Interiors  and (ii)  rights and
         obligations pertaining to stock of Bentley and of Interiors pursuant to
         a Securities  Purchase and Registration Rights Agreement dated July 30,
         1998 (the "Securities Purchase Agreement").  Pursuant to the Repurchase
         Agreement,  Interiors,  Windsor and Mr. Munn  released  Bentley and Mr.
         Abrams; and Bentley and Mr. Abrams released Interiors,  Windsor and Mr.
         Munn  from any  claims  other  than  with  respect  to the  rights  and
         obligations arising under the Repurchase Agreement.
<PAGE>

         Pursuant to the Repurchase  Agreement,  Bentley  released from a voting
         trust and  pledge  agreement  all of the  capital  stock of  Windsor to
         Interiors, canceled and delivered to Interiors the $2,000,000 note made
         by  Interiors in favor of Bentley on July 30, 1998 (the  `Note"),  paid
         Windsor $100 in connection with the purchase by Bentley from Windsor of
         certain  furnishings and furniture and transferred to Windsor 1,500,000
         share  of  Interiors  Class A Common  Stock  (the  "Interiors  Shares")
         previously  acquired from Interiors pursuant to the Securities Purchase
         Agreement,  which shares had been subject to an escrow  agreement among
         Interiors, Bentley and U.S. Bank Trust dated July 30, 1998 (the "Escrow
         Agreement") to secure certain  warranties and  representations  Bentley
         had made to  Interiors  in  connection  with the  sale of  Windsor.  In
         exchange,  Interiors  paid to Bentley  $2,440,000 in cash plus interest
         from  November  29, 1998 at 13% per annum,  agreed to transfer  110,000
         shares  of  Bentley  Common  Stock  to the  President  of  Windsor  and
         unconditionally  assumed  the  obligation  of Bentley to convey  100,00
         shares of Interiors Class A Common Stock to the President of Windsor in
         satisfaction  of  certain  obligations  Bentley  had  incurred  to  the
         President of Windsor pursuant to a bonus agreement.

         Pursuant to the Repurchase Agreement,  Mr. Abrams also agreed to cancel
         his  future  rights  and was  released  from  his  obligations  under a
         Consulting Agreement which Mr. Abrams had entered into with Windsor and
         Interiors.  In exchange for the  cancellation  and release,  Mr. Abrams
         received  from  Interiors  $125,000 in cash plus interest from November
         29, 1998 at 13% per annum,  40,000  shares of Bentley  Common Stock and
         the warrant for up to 300,000 shares of Bentley Common Stock. Interiors
         had  purchased  the warrant  from  Bentley  pursuant to the  Securities
         Purchase Agreement.

         The  Company  sold  RMCR  pursuant  to  an  asset  purchase  agreement,
         effective on September 1, 1999. Accordingly, RMCR (the credit reporting
         services  segment) is accounted for as  discontinued  operations in the
         accompanying consolidated financial statements.

         RMCR revenues  were  $127,704 for the three months ended  September 30,
         1999, and $713,633 for the nine months ended September 30, 1999.

         The consideration received for the assets of RMCR was: a) $236,500 in
         cash, and b) a $162,500 promissory note payable in twelve quarterly
         installments with interest at 8% per annum.

<PAGE>

4.       Plan Of Liquidation

         On September 27, 1999,  the  shareholders  of the Company  approved the
         liquidation  and  dissolution  of the Company.  The Plan of Liquidation
         authorized the Board of Directors to take any and all actions necessary
         to effect such  liquidation and  dissolution.  On October 12, 1999, the
         Board of Directors  authorized the Officers of the  Corporation to file
         Articles of Dissolution with the Secretary of State of Missouri with an
         effective date of November 5, 1999.  The Articles of  Dissolution  were
         filed pursuant to this authorization. Pursuant to Missouri law, and the
         shareholders'  authorization,  for 120 days after the effective date of
         the dissolution, the Board of Directors may revoke the dissolution.


         [Remainder of page intentionally left blank.]


<PAGE>

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


OVERVIEW

         Bentley  aggressively  pursued a  transition  from the  framed  art and
mirror business to the marketing and information services  businesses,  of which
the credit  reporting  business is one. The Company  continues to be in a strong
liquidity  position,  with no debt,  other than trade  credit,  and no preferred
stock outstanding.

         Bentley  planned to expand  nationwide  the  consolidated,  residential
mortgage  credit  reporting  business  of its  operating  subsidiary,  RMCR.  In
December  1998 RMCR  replaced  its old computer  hardware and software  with new
hardware and software.  In March 1999,  RMCR acquired  substantially  all of the
assets of another credit reporting  business located in Arizona.  RMCR had three
sales  representatives  covering  Arizona,  California,  Illinois,  Missouri and
Florida,  and one individual  directing  RMCR's direct  marketing  program.  The
direct  marketing  program proved to be more cost effective,  so the three field
sales representatives were dismissed.

         Due to rapid changes in the mortgage industry and a significant decline
in the number of mortgage refinancings  resulting from increased interest rates,
the  Company  decided  to  divest  itself  of  the  mortgage  credit   reporting
subsidiary.  Effective on September 1, 1999,  the Company sold all of the assets
of RMCR,  Inc. to Factual  Data Corp.  for  approximately  $399,000,  subject to
adjustment  pending  the  post-closing  accounting.  Due  to  investment  in new
computer hardware and software,  as well as extensive  marketing  expenses,  the
Company has taken a total loss of $626,654 in connection with the disposition of
the mortgage credit reporting subsidiary.

         On July 30, 1998, the Company sold its framed art and mirror  business,
Windsor  Art,  Inc.  ("Windsor"),  which  represented  substantially  all of its
assets, to Interiors,  Inc. ("Interiors").  On December 1, 1998, Bentley entered
into a Repurchase  Agreement and Mutual General  Release with  Interiors,  Inc.,
Windsor Art, Inc.,  Lloyd R. Abrams and Max Munn, which is attached as Exhibit 2
to Bentley's Form 8-K dated December 1, 1998. The transactions between Interiors
and Bentley are more fully described in the following prior  securities  filings
of Bentley  and the  portions of the  following  documents  that  pertain to the
transactions with Interiors, Inc. are hereby incorporated by reference: Form 8-K
dated  December 1, 1998,  Form 10-QSB dated  September 30, 1998,  Form 8-K dated
July 30, 1998 and Form 10-QSB dated June 30, 1998.

         The Board of  Directors of Bentley  approved a repurchase  program with
respect to the  Company's  common  stock.  The  repurchase  program  allowed the
repurchase of no more than 100,000 shares in the open market over a period of no
more than twelve months,  subject to the further  limitation  that the number of
shareholders will not be decreased below 300. The price for the common stock was
$1 1/8 per share as of November 5, 1999,  as quoted on the OTC  Bulletin  Board.
The book value of such stock as of September 30, 1999, was  approximately  $1.97
per share.
<PAGE>

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

         Considering  the  factors  mentioned  above,  the  Company's  board  of
directors  attempted  to create  shareholder  value in  excess of the  Company's
tangible book value by  investigating  opportunities  to effect a reverse merger
with a larger  established  company  interested  in  going  public  through  the
"reverse  merger"  process.  A "reverse merger" is the acquisition by Bentley of
another company whereby the shareholders of the acquired business receive shares
in Bentley  constituting  a  controlling  interest in  Bentley,  and thus assume
management  responsibility of Bentley.  Management is still considering possible
reverse  merger  transactions  with  certain  parties.  Such  a  reverse  merger
candidate  might be one that  possesses  rapid growth  potential,  and needs the
financial  resources of Bentley,  or a business that desires a public vehicle to
enhance  shareholder  value,  create  liquidity  for its multiple  owners,  or a
business that desires to acquire other similar businesses within its industry by
using  Bentley's  stock as  currency.  Management  has not been able to find and
reach  agreement with a suitable  reverse  merger  candidate and believes that a
reverse merger or similar transaction is unlikely at this point.


         Due to the difficulty in finding a suitable  reverse merger  candidate,
pursuant to the authority  granted to the Board of Directors by the shareholders
of the Company at the Annual Meeting of  Shareholders,  discussed  below in Part
II, Items 2 and 4,  Bentley's  Board of  Directors  directed the officers of the
Company to file Articles of Dissolution with the Secretary of State of Missouri.
Pursuant to such direction, the Articles of Dissolution have been filed and have
an effective date of November 5, 1999. The Company also  instructed its transfer
agent to close the stock transfer  records as of such date.  Under Missouri law,
the Articles of  Dissolution  may be revoked by the Board of  Directors  for 120
days after the effective date of the dissolution. If the Articles of Dissolution
were revoked,  the  revocation  would relate back to the  effective  date of the
dissolution  and  the  Company  would  resume  carrying  on its  business  as if
dissolution  had never  occurred.  The  foregoing  statement  is not intended to
constitute a binding  obligation of  management  to liquidate  the Company.  The
statement is intended  only to disclose to existing  shareholders  and potential
purchasers of shares of the Company the current plans of the Company's  Board of
Directors,  and the  Company's  desire to create value for its  shareholders  at
least equal to the book value of the Company.


<PAGE>

         On September  29,  1998,  Bentley was sued by three  shareholders.  The
lawsuits are described below in Part II, Item 1. It is currently not possible to
give a reasonable  estimate of the  Company's  exposure in these  lawsuits.  The
Company  anticipates  that any  judgment  against it regarding  the  shareholder
litigation  will be satisfied out of a  non-material  portion of the proceeds of
the sale of  Windsor.  Management  does not  believe  that the  litigation  will
significantly interfere with its liquidity.

Results of Operations

         The  following  is  management's  discussion  and  analysis  of certain
significant  factors which have affected the  Company's  financial  position and
operating  results during the periods covered by the  accompanying  consolidated
financial statements.

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

         Two  subsidiaries  of the Company merged during the first quarter 1999.
These  subsidiaries  were  RMCR  under  its  former  name,  Bentley  Information
Services,  Inc.,  a  Missouri  corporation,  and an  Arizona  corporation  named
Residential  Mortgage  Credit  Reporting,  Inc which  merged  into RMCR.  RMCR (
Missouri)  was acquired May 27, 1998.  Residential  Mortgage  Credit  Reporting,
Inc., an Arizona  corporation,  was acquired  October 31, 1998. The subsidiaries
did not have any significant activity in the first nine months of 1998.

         Effective  September 1, 1999, the Company sold RMCR, which  represented
the Company's remaining revenue producing  operations.  All of RMCR's activities
have been  presented  as  discontinued  operations  for all  applicable  periods
presented in the accompanying consolidated financial statements.

Continuing Operations

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

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


<PAGE>

Discontinued Operations

         Discontinued operations in 1998 consisted of the activities of Windsor,
the  decorative  mirror  segment  which  was sold on July 30 1998.  Income  from
discontinued  operations  was $241,076 for the three months ended  September 30,
1998 and was  $1,121,688  for the nine months  ended  September  30,  1998.  The
discontinued  operations in the comparable  periods in 1999 consists only of the
activities of RMCR, the credit reporting  segment which  experienced a loss from
operations of $0 and $123,170 for the three and nine months ended  September 30,
1999,  respectively.  In addition the Company had a loss on the disposal of RMCR
of $503,484.

Liquidity and Capital Resources

         As a result of the sale of Windsor  and RMCR,  the  Company's  cash and
cash equivalents at September 30, 1999 was $5,886,134. Aggregate cash ultimately
generated  from the sale of Windsor was  $6,481,000.  In addition,  cash used in
operating activities of continuing operations increased from $53,808 to $542,569
for the nine months ended  September  30, 1999 as compared to the same period in
1998.  This increase was caused by the payment of accrued bonuses related to the
sale of Windsor. The Company's discontinued operations for the nine months ended
September 30, 1999 used $168,544  compared to generating cash of $503,264 in the
same period in 1998.

Derivatives

         The Company does not invest in any derivative securities.

Year 2000

         Bentley  does not  anticipate  any "Year 2000  Problem,"  because it no
longer  has any  operating  divisions.  The "Year  2000  Problem"  refers to any
inability  of computer  software  and  hardware to use four digits to refer to a
year,  which  could  result  in  applications  failures  or  erroneous  results.
Management  believes  that the  Company's  computer  system  is able to  process
four-digit  years  and  that  even if there  were an  interruption  in  computer
service,  the interruption  would not cause a material problem.  Management does
not expect to incur any costs associated with the "Year 2000 Problem."

Forward Looking Statements

         Certain  of the  foregoing  statements  in  this  Part  I,  Item 2 make
references to plans, beliefs and expectations of management,  including, without
limitation,  that a merger  partner  may be found  and that the  Company  may be
liquidated if no merger partner is found.  These  statements are forward looking
statements  of the  type  governed  by the PSLR  Act of  1995.  There  can be no
assurance that results will be what management plans,  believes or expects.  The
ability to merge with another  business on acceptable  terms depends on economic
conditions, competitive conditions generally in the markets for acquisitions and
mergers and other factors which could produce results materially  different from
those expected by management.


<PAGE>

         With  regard to the  shareholder  litigation,  management  beliefs  and
expectations  are also forward  looking  statements of the type described in the
PSLR Act of 1995.  The ultimate  resolutions of the lawsuits,  however,  are not
within the Company's  control.  The court's decision with regard to the validity
of the claims made by the three  shareholders  and the valuation of their claims
could  cause  materially   different  results  from  those  believed  likely  by
management.

         Certain of the foregoing  statements in the discussion of the Year 2000
Problem  make  references  to plans,  beliefs and  expectations  of  management,
including,  without  limitation,  that Bentley  will have no Year 2000  Problem.
These statements are forward looking statements of the type governed by the PSLR
Act of 1995.  There can be no assurance  that  results  will be what  management
plans,  believes or expects.  Any delays in processing  data or managing  assets
could be longer  and more  costly  than  management  expects  and could  produce
results materially different from those expected by management.


                                     PART II

Item 1.  Legal Proceedings

         The  Company  has  previously  reported  litigation  brought  by  three
shareholders  of the Company,  Messrs.  Leo M. Rodgers,  III, Andrew Wolfson and
Stephen  Juskewycz,  most recently in its June 30, 1999 Form 10-QSB.  In August,
1999,  Leo M.  Rodgers,  III  filed an  amended  petition  in  which he  alleged
virtually  identical  derivative  claims  against the Company,  Lloyd R. Abrams,
Janet L. Salk,  Ramakant  Agarwal,  and others as previously  alleged by Messrs.
Wolfson and  Juskewycz.  The Company  believes that all of the claims of Messrs.
Wolfson  and  Juskewycz  are  without  merit,  as  previously  described  in the
Company's Form 10-QSB for June 30, 1999. Additionally,  Rodgers seeks to recover
the "fair value" of his shares of the  Company's  stock held in a voting  trust,
under an  agreement  dated July 17, 1995 of which Lloyd R. Abrams is the trustee
(the "Voting  Trust").  The Company believes that Rodgers is not entitled to the
"fair value" of his shares in the Voting  Trust  because the trustee had and has
discretion to vote all shares of stock in the trust as a block.  The shares were
voted in favor of the sale of Windsor.  As  discussed  in the June 30, 1999 Form
10-QSB,  Mr.  Rodgers  has also  brought a claim for the "fair  value" of 30,420
shares allegedly owned in his own name.

         In September,  1999, Rodgers, Wolfson and Juskewycz filed a Request for
a Temporary  Restraining Order against the Company to prohibit the shareholders'
vote  regarding  possible  dissolution  and  termination  of the  Company and to
prohibit the  shareholders'  vote  regarding a stock option plan.  Both of these
proposals were described in the Information Statement of the Company sent to the
Shareholders for the September 27, 1999 shareholders' meeting. The Circuit Court
of St. Louis County denied the request for the temporary  restraining order. The
Court,  however,  set for  hearing  on  November  30,  1999 a request  to have a
receiver  appointed to take control of the remaining assets of the Company.  The
Company believes that this action is without merit because sufficient safeguards
have been taken by the Company to protect the orderly liquidation of the Company
and  sufficient  funds  have been  reserved  for  payment of any claims of "fair
value" of Rodgers, Wolfson and Juskewycz.


<PAGE>

         The Company will continue to defend  vigorously  its position in Court.
The Board of  Directors,  however,  may, in the best  interest  of the  Company,
pursue settlement of any and all claims.

Item 2.  Changes in Securities and Use of Proceeds

         Pursuant  to the  authority  granted to the Board of  Directors  by the
shareholders  of the Company at the Annual  Meeting of  Shareholders,  discussed
below in Part II, Item 4, Bentley's Board of Directors  directed the officers of
the  Company to file  Articles of  Dissolution  with the  Secretary  of State of
Missouri. The Articles of Dissolution were effective as of November 5, 1999. The
Company also  instructed its transfer agent to close the stock transfer  records
as of November 5, 1999.  Under Missouri law, the Articles of Dissolution  may be
revoked by the Board of Directors for 120 days after the  effective  date of the
dissolution.  If the Articles of Dissolution were revoked,  the revocation would
relate back to the  effective  date of the  dissolution  and the  Company  would
resume carrying on its business as if dissolution had never occurred.

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

         The annual meeting of shareholders of the Company was held on September
27,  1999.  Lloyd R. Abrams was  elected  director.  Janet L. Salk and  Ramakant
Agarwal continued as directors.  Mr. Agarwal resigned  effective October 6, 1999
pursuant  to a letter in which he stated that his  resignation  was not based on
any  disagreement  with Bentley on any matter relating to Bentley's  operations,
policies or practices.  In connection  with this  resignation,  Mr. Agarwal also
resigned from all officer positions,  including that of Chief Financial Officer.
On the record date,  3,083,285  shares of Bentley common stock were  outstanding
and the holders of  2,170,730  shares,  seventy  percent  (70%) of the shares of
Bentley common stock voted in person or by proxy,  constituting a quorum.  There
were no broker non-votes, votes withheld or abstentions. The matters voted on at
the meeting and the number of votes cast for and against each  proposition  were
as indicated in the table below:

         [Remainder of page intentionally left blank.]


<PAGE>




FOR        AGAINST

2,170,730        0 The election as director of Lloyd R. Abrams, to serve until
                   the 2000 Annual Meeting and until his successor is elected
                   and qualified.

2,170,730        0 To ratify the appointment of Rubin, Brown, Gornstein & Co.
                   LLP as the Company's independent public accountants for
                   1999-2000.

0        2,170,730 To approve the Bentley International, Inc. 1999 Stock Option
                   Plan.

2,170,730        0 To amend Article Six of the Articles of Incorporation of the
                   Company to provide that the number of directors to constitute
                   the Board of Directors shall not be less than one (1) nor
                   more than eleven (11), and shall be fixed by, or in the
                   manner provided in, the By-Laws of the corporation.

2,170,730        0 To authorize the Board of Directors, in its complete
                   discretion, to take any and all actions necessary to effect
                   all of the following actions, upon such terms and conditions
                   as the Board of Directors shall deem appropriate and pursuant
                   to the General Business  Corporations Law of Missouri:  (i)
                   to pay off or establish a reserve to pay off all legally
                   enforceable  liabilities of the  Corporation  and to use
                   those assets  remaining after making such payments  to
                   distribute  assets to the  shareholders  in  complete or
                   partial  liquidation of all of the assets of the Company and
                   to redeem and  cancel  all of the  outstanding  shares  of
                   common  stock of the Company or, in the  alternative,  (ii)
                   to dissolve and  terminate  the corporate existence of the
                   Company, as well as to liquidate all of the assets of the
                   Company as  described  in (i) above,  and, in  addition,
                   (iii) to revoke any  decision of the Board of Directors to
                   take any of the foregoing actions pursuant to clause (i)
                   or (ii).


<PAGE>

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 Agreementand 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.

2.4       Asset  Purchase  Agreement  by  and  between  Factual  Data  Corp. and
          Residential  Mortgage Credit Reporting,  Inc.,dated as of September 3,
          1999 is incorporated herein by this reference from Exhibit 2 to Form
          8-K of the Registrant dated effective September 9, 1999.

2.5      Resolution of the  Shareholders of the  Corporation  adopting a Plan of
         Liquidation,  dated September 27, 1999, is incorporated  herein by this
         reference  from  Exhibit  2.1  to  Form  8-K of  the  Registrant  dated
         effective October 12, 1999.

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

3.2      Amended and Restated By-laws of Registrant as currently in effect
         filed as Exhibit No. 3.2 hereto.

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


<PAGE>

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     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.

10.5     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.

10.6     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:
<PAGE>

         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.

10.7     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.

10.8     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.

10.9     Escrow  Agreement  between  Sandra L.  James and the  Registrant  dated
         November  12,  1998  attached to Form  10-KSB of the  Registrant  dated
         December 31, 1998 as Exhibit 10.11 is incorporated by this reference.


<PAGE>

10.10    Ratification  dated as of  September 9, 1999 by  Residential  Mortgage
         Credit Reporting, Inc. and Bentley International,  Inc. with reference
         to the Asset Purchase  Agreement by and between Factual Data Corp. and
         Residential  Mortgage Credit Reporting,  Inc.  incorporated  hereto as
         Exhibit 2.4 is incorporated herein by this reference from Exhibit 10.1
         to Form 8-K of the Registrant dated effective September 9, 1999.

10.11    Promissory Note made by Factual Data Corp. in favor of Residential
         Mortgage Credit Reporting, Inc. dated as of September 8, 1999 is
         incorporated herein by this reference from Exhibit 10.2 to Form
         8-K of the Registrant dated effective September 9, 1999.

10.12    Security  Agreement by and between  Factual Data Corp. and  Residential
         Mortgage  Credit  Reporting,  Inc.,  dated as of  September  3, 1999 is
         incorporated  herein by this reference from Exhibit 10.3 to Form 8-K of
         the Registrant dated effective September 9, 1999.

10.13    Non-Compete and  Confidentiality  Agreement by and between Factual Data
         Corp. and Residential  Mortgage  Credit  Reporting,  Inc.,  dated as of
         September 3, 1999 is incorporated herein by this reference from Exhibit
         10.4 to Form 8-K of the Registrant dated effective September 9, 1999.

10.14    Bill of Sale by and between Factual Data Corp. and Residential Mortgage
         Credit  Reporting,  Inc., dated as of September 3, 1999 is incorporated
         herein  by  this  reference  from  Exhibit  10.5  to  Form  8-K  of the
         Registrant dated effective September 9, 1999.

10.15    Assignment of Lease by and between  Factual Data Corp. and  Residential
         Mortgage  Credit  Reporting,  Inc.,  dated  as of  August  24,  1999 is
         incorporated  herein by this reference from Exhibit 10.6 to Form 8-K of
         the Registrant dated effective September 9, 1999.

13.1     Portions of Form 10-QSB of the Registrant dated June 30, 1998
         referenced in the text are incorporated herein by this reference.

13.2     Portions of Form 10-QSB of the Registrant dated September 30, 1998
         referenced in the text are incorporated herein by this reference.


27.      Financial Data Schedule

(b)               Reports on Form 8-K.

         On September 24, 1999, the  Registrant  filed a Form 8-K Current Report
effective  September 9, 1999 reporting the sale of its mortgage credit reporting
subsidiary.  As part of this report, pro forma financial  statements were filed.
On October 26, 1999,  the Registrant  filed a Form 8-K Current Report  effective
October 12,  1999  reporting  the  decision  of the Board of  Directors  to file
Articles of Dissolution with the Secretary of State of Missouri.

<PAGE>



                                   SIGNATURES

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

     BENTLEY INTERNATIONAL, INC.
     (Registrant)

     By /s/ Lloyd R. Abrams
     Lloyd R. Abrams, President,
     Chief Executive Officer and
     Chief Financial Officer



November 22, 1999