<PAGE> 1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  FORM 10-QSB


            Quarterly report pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                   For the quarter ended September 30, 1996


                       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
 incorporation or organization)                             Identification No.)


                            1353 North Warson Road
                              St. Louis, Missouri                   63132
                   (Address of principal executive offices)      (Zip code)

Registrant's telephone number, including area code:  (314) 432-4252

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 19, 1996, the registrant had 562,624 outstanding shares of Common
Stock, $.18 par value.



<PAGE> 2
BENTLEY INTERNATIONAL, INC.
FORM 10-QSB

<TABLE>
                                                 INDEX

<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                                <C>
PART I.    FINANCIAL INFORMATION


ITEM 1.     Financial Statements                                                                    3

            Consolidated Balance Sheets - September 30, 1996 and December 31, 1995                  3

            Consolidated Income Statements - Nine Months and Three Months
            Ended September 30, 1996 and 1995                                                       4

            Consolidated Statements of Cash Flows - Nine Months Ended September 30,
            1996 and 1995                                                                           5

            Notes to Financial Statements                                                           6

ITEM 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                                                   9


PART II - OTHER INFORMATION

ITEM 6.     Exhibits and Reports on Form 8-K                                                       13

SIGNATURES                                                                                         14

</TABLE>


                                    - 2 -
<PAGE> 3
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
BENTLEY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                               September 30,           December 31,
                                                                                   1996                   1995
                                                                               -------------           ------------
                                                                                (unaudited)
<S>                                                                            <C>                     <C>
ASSETS
CURRENT ASSETS:
    Cash                                                                       $   322,663             $   245,911
    Accounts receivable (net of allowance for
         returns and doubtful accounts of $269,000
         and $846,000, respectively)                                             3,048,830               3,945,951
    Inventories                                                                  1,275,664               5,157,435
    Other current assets                                                           480,430                 173,206
                                                                               -----------             -----------
    Total current assets                                                         5,127,587               9,522,503

PROPERTY AND EQUIPMENT
    At cost less accumulated depreciation and amortization                         417,030                 875,801
PROPERTY HELD FOR SALE                                                                   -               1,811,811
OTHER LONG-TERM ASSETS                                                             229,124                 117,931
                                                                               -----------             -----------
TOTAL ASSETS                                                                   $ 5,773,741             $12,328,046
                                                                               ===========             ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                      $ 1,843,276             $ 2,996,112
    Lines of credit-banks                                                        1,922,286               3,732,040
    Current portion of long-term debt                                               72,704                 167,766
                                                                               -----------             -----------
    Total current liabilities                                                    3,838,266               6,895,918

EXCESS ACQUIRED ASSETS OVER COST                                                   704,666                 948,588
CAPITAL LEASE OBLIGATION                                                                 -               1,889,007
LONG-TERM DEBT                                                                           -                  66,735
NOTES PAYABLE-SHAREHOLDERS                                                       1,314,000               1,350,000

SHAREHOLDERS' EQUITY (DEFICIT):
    Preferred stock, $0.01 par value; 1,000,000 shares
         authorized; none issued or outstanding                                          0                       0
    Common stock, $0.18 par value; 10,000,000 shares
         authorized; issued and outstanding, 562,624 shares                        101,272                 101,272
    Additional paid-in capital                                                   1,905,297               1,905,297
    Accumulated deficit                                                         (2,089,760)               (828,771)
                                                                               -----------             -----------
    Total shareholders' equity (deficit)                                           (83,191)              1,177,798
                                                                               -----------             -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $ 5,773,741             $12,328,046
                                                                               ===========             ===========

See notes to financial statements.
</TABLE>


                                    - 3 -
<PAGE> 4
<TABLE>
BENTLEY INTERNATIONAL, INC.
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

<CAPTION>
                                                                Three Months                       Nine Months
                                                             Ended September 30,                Ended September 30,
                                                        ----------------------------       -----------------------------
                                                           1996              1995             1996               1995
                                                        ----------        ----------       -----------       -----------

<S>                                                     <C>               <C>              <C>               <C>
Net sales                                               $4,497,763        $6,020,544       $15,535,441       $13,932,730

Cost of sales                                            3,685,805         4,273,835        12,944,202        10,214,777
                                                        ----------        ----------       -----------       -----------

    Gross margin                                           811,958         1,746,709         2,591,239         3,717,953

Selling, general and administrative expenses             1,134,432         1,402,367         3,939,429         3,467,907
                                                        ----------        ----------       -----------       -----------

    Income (loss) from operations                         (322,474)          344,342        (1,348,190)          250,046

Interest expense                                            86,107           180,525           372,458           307,482

Other expense (income)                                    (325,313)          (16,998)         (462,145)          (63,383)

Income taxes                                                 2,486                 -             2,486                 -
                                                        ----------        ----------       -----------       -----------

Net income (loss)                                       $  (85,754)       $  180,815       $(1,260,989)      $     5,947
                                                        ==========        ==========       ===========       ===========

Net income (loss) per common share                      $    (0.15)       $     0.34       $     (2.24)      $      0.01

Weighted average number of
    common shares outstanding                              562,624           536,916           562,624           461,721




See notes to financial statements.
</TABLE>


                                    - 4 -
<PAGE> 5
<TABLE>
BENTLEY INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)

<CAPTION>
                                                             Nine Months Ended September 30,
                                                           -----------------------------------
                                                               1996                    1995
                                                           -----------               ---------
<S>                                                        <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                          $(1,260,989)              $   5,947
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
      Depreciation and amortization                            406,208                 115,873
      Amortization of excess of acquired
         assets over cost                                     (243,922)                (69,240)
      Net gain on sale of assets                               (28,579)                      -
      Net changes in assets and liabilities:
          Accounts receivable                                  897,121                (687,771)
          Inventories                                        3,325,702                 532,593
          Other assets                                             845                (108,572)
          Accounts payable and other liabilities              (760,440)                 11,502
                                                           -----------               ---------

Net cash provided by operating activities                    2,335,946                (199,668)
                                                           -----------               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                          (363,452)                (60,171)
Proceeds from sale of assets                                 2,000,816                       -
Cash acquired in reverse acquisition                                 -                 135,725
                                                           -----------               ---------
Net cash provided by investing activities                    1,637,364                  75,554


CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on bank debt                    (1,809,754)                  6,163
Proceeds from long-term debt                                         -                  12,344
Repayment/reclassification of long-term debt                  (161,797)                      -
Dividends to shareholders                                            -                (300,592)
Net proceeds (repayments) from notes payable to
  shareholders                                                 (36,000)                250,000
Repayment of capital lease obligations                      (1,889,007)                  1,104
                                                           -----------               ---------

Net cash used in financing activities                       (3,896,558)                (30,981)
                                                           -----------               ---------


NET INCREASE (DECREASE) IN CASH                                 76,752                (155,095)

CASH, BEGINNING OF PERIOD                                      245,911                 195,446
                                                           -----------               ---------


CASH, END OF PERIOD                                        $   322,663               $  40,351
                                                           ===========               =========



See notes to financial statements.
</TABLE>


                                    - 5 -
<PAGE> 6

BENTLEY INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS


1.    BASIS OF PRESENTATION

      Pursuant to an agreement dated July 17, 1995, Bentley International,
Inc. ("Bentley") acquired all of the outstanding common stock of Windsor Art,
Inc. ("Windsor") in exchange for 2,541,000 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").  Bentley was formerly known as Megacards, Inc. until
an amendment to its Articles of Incorporation in July 1996 to effect such
name change.  As used herein the term "Company" refers to Janco and Windsor
for periods prior to the Business Combination and to Bentley, Janco and
Windsor for periods subsequent to the Business Combination.  As used herein
the term "Megacards" refers to the sports picture card operation of Bentley.

      The Business Combination is 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, Megacards is not assumed to be the acquiror in
the Business Combination but rather Windsor and Janco are.  Accordingly, the
historical financial statements of the Company reflect the financial position
and the results of operations of Windsor and Janco.  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 to the Business Combination.  Adjustments have been made to
eliminate the impact of intercompany transactions.  The components of
shareholders' equity are 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.  The number of shares outstanding for purposes of
presenting shareholders' equity on a comparative basis have been
retroactively restated to the earliest period presented in order to reflect
the effect of the recapitalization that occurred in the Business Combination.

      The Company's financial statements for the year ended December 31, 1995
included disclosures regarding factors indicating that the Company may have
been unable to continue as a going concern for a reasonable period of time.
Included in these factors were significant operating losses and noncompliance
with certain of the Company's loan covenant requirements related to its lines
of credit.

      The Company has implemented various initiatives to reduce its costs and
to improve its liquidity position including: (i)  disposing of its retail
store; (ii) closing its Iowa facility; (iii) selling its interest in the
Erie, Pennsylvania facility, terminating the sublease thereof and eliminating
the staff associated with the operation of this facility; (iv) consolidating
the operations of Megacards with those of Janco in St. Louis; and (v)
contributing its Megacards' assets to a newly organized joint venture as
described below.

                                    - 6 -
<PAGE> 7
      Losses of $1,260,989 in the nine months ended September 30, 1996, as
well as a lack of resolution regarding the Company's bank loans,
substantially all of which matured on or before July 1996, continue to
indicate that the Company may be unable to continue as a going concern.
Management believes, however, that its previous and continuing efforts to
reduce costs will significantly reduce the Company's break-even point as the
Company attempts to return to profitability.  The Company's management is
actively attempting to obtain waivers with respect to non-compliance with
certain covenants related to its credit facilities and renegotiate its
existing credit facilities.  See Note 2.  Management believes that it will be
able to continue to obtain financing to fund the operating activities of
Windsor under its existing credit facilities, however, there can be no
assurance in this regard.  Janco's lender has indicated its desire to be
repaid in full and is currently seeking substantial principal reductions.

      The accompanying unaudited financial statements of the Company have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
those rules and regulations.  Reference is made to the Company's audited
financial statements included in the Company's annual report on Form 10-K
filed with the Securities and Exchange Commission for the year ended December
31, 1995.

      In the opinion of the management of the Company, the unaudited
financial statements contain all adjustments (which include only normally
recurring adjustments) necessary for a fair statement of the results of
operations for the three and nine months ended September 30, 1996 and 1995,
respectively.  The results of operations for the three and nine months ended
September 30, 1996 are not necessarily indicative of the results for the full
year.


2.    DEBT

      The Company's third-party debt consists of various lines of credit,
term loans and letter of credit agreements with several financial
institutions.  Borrowing availability is determined based on certain
requirements in each agreement including the level of eligible accounts
receivable and inventory.  The agreements include certain covenants which
require the Company and its subsidiaries to meet certain ratios and levels of
tangible net worth and restrict the declaration and payment of dividends.

      As of September 30, 1996, the Company was not in compliance with
certain of the covenants of its credit facilities.  Its lenders have not
issued waivers related to the noncompliance and could demand payment of the
debt at any time.  Management is actively attempting to renegotiate those
credit agreements.  On November 1, 1996, approximately $1.0 million under
Windsor's existing credit facility became due. The lender has agreed to
renew the line of credit for six months, up to May 1, 1997.  There can be no
assurance that demand will not be made in the future or that Windsor will be
able to extend its credit facility after May 1, 1997.  In the event that demand
is made for payment of any or all of the outstanding debt under the credit
facility, Windsor may not be

                                    - 7 -
<PAGE> 8
able to meet such demand with its existing capital resources.  Shareholder debt
matures in July 1997.  A recapitalization of the Company will be necessary prior
to that time.

      The following represents a summary of the outstanding bank debt for the
periods presented:

<TABLE>
<CAPTION>
                                                         September 30,            December 31,
                                                              1996                    1995
                                                           ----------              ----------

<S>                                                        <C>                     <C>
Borrowings under lines of credit,
   $595,000 of which matures between
   April and May 1997                                      $1,922,286              $3,732,040
                                                           ----------              ----------

Note payable - bank due in monthly
   installments of $2,520 including
   interest at 9.5% per annum
   through June 1999                                       $   72,704              $   89,398

Note payable - due on August 31, 1996                              --                 145,103
                                                           ----------              ----------
                                                           $   72,704              $  234,501
                                                           ==========              ==========

</TABLE>

      Total bank borrowings are collateralized by substantially all of the
Company's personal property.  Certain of the Company's shareholders have
personally guaranteed $2,975,000 of the Company's obligations.  Windsor's
assets have been pledged to cross-collateralize Janco's debt to the principal
shareholders of Bentley.

3.    STOCK SPLIT

      Effective July 8, 1996, the Board of Directors and shareholders
approved a one-for-six reverse stock split and an increase in the par value,
from $.03 to $.18, of the Company's common stock.  All share and per share
amounts in the accompanying financial statements and footnotes have been
retroactively restated to reflect the stock split.

4.    NON-CASH TRANSACTIONS

      In September 1996 Bentley contributed the net assets of its sports and
entertainment picture cards operations for a 30% limited partnership interest
in Legends, LP., a newly-formed limited partnership, and a note from Legends,
LP, in the principal amount of $432,000.  The


                                    - 8 -
<PAGE> 9
amounts contributed were as follows:

<TABLE>
<S>                                <C>
Inventory                          $ 556,069
Equipment                            283,198
Accounts payable                    (396,826)
                                   ---------
Net assets contributed               442,441
                                   ---------

Less note received                  (290,452)
                                   ---------

Net assets contributed             $ 151,989
                                   =========
</TABLE>


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

OVERVIEW

      The Company and its subsidiaries manufacture and distribute decorative
mirrors and framed prints.  The Company also owns a 30% interest in a joint
venture which designs, repackages and markets sports picture cards and sports
picture card accessories and sports memorabilia products.

      Subsequent to the consummation of the Business Combination, the
Company's management has continuously evaluated the prospects of the combined
businesses.  In light of the Company's recent losses, the Company has sought
to eliminate certain non-performing assets, reduce staffing levels and close
certain of the Company's facilities.  As a result, the Company has
implemented a plan to restructure its businesses, which is designed to
achieve substantial reductions in the Company's operating costs and attain
profitability.  These efforts continued throughout the first nine months of
1996 and are in progress to date.

      The Company has concentrated on rationalizing the operations of its
sports picture card segment by reducing its inventories to a level more
commensurate with the needs presented by its current operations.  Similarly,
the Company has greatly reduced the debt associated with the sports picture
card operation.  In addition, the Company relocated its sports picture card
operations to Janco's St. Louis facility.  Legends has elected to consolidate
all assets to its Rochester facility.  The St. Louis operations will need to
decrease its space or move.  Effective April 29, 1996, the Company sold its
interest in the Erie facility and terminated its lease thereof.

      During 1995, Windsor entered into agreements that permit it to
distribute and sell the Dolbi-Cashier line of table-top accessories.  The
Company's consolidated income statement for the nine months ended September
30, 1996, reflect increases in Windsor's net sales which are in part
attributable to its expanded product offerings.  The Company's management
intends to continue to enhance its framed art and mirror and home furnishings
products, subject to the availability of adequate capital resources.


                                    - 9 -
<PAGE> 10

RESULTS OF OPERATIONS

      The following tables present the results of operations for the nine
months and three months ended September 30, 1996, respectively, for each of
the Company's two business segments, sports picture cards (Megacards) and
decorative mirrors and framed art (Windsor/Janco) and the results of
operations for Windsor/Janco for the nine months and three months ended
September 30, 1995, respectively:

<TABLE>
<CAPTION>
                                    Nine Months Ended September 30,
                        -----------------------------------------------------
                                       1996                        1995
                        -----------------------------------    -------------
                        Windsor/Janco  Megacards      Total     Windsor/Janco
                        -------------  ---------      -----    --------------
<S>                      <C>           <C>          <C>          <C>
Net sales                $12,257,517   $3,277,924   $15,535,441  $13,932,730
Cost of sales              9,944,952    2,999,250    12,944,202   10,214,777
Selling, general and
  administrative
  expense                  2,749,448    1,189,981     3,939,429    3,467,907
Income (loss) from
  operations                (436,883)    (911,307)   (1,348,190)     250,046
Interest expense             230,755      141,703       372,458      307,482
Other income                   2,286     (461,945)     (459,659)     (63,383)
Net income (loss)           (669,924)    (591,065)   (1,260,989)       5,947


<CAPTION>
                                   Three Months Ended September 30,
                        --------------------------------------------------
                                       1996                      1995
                        ---------------------------------    -------------
                        Windsor/Janco  Megacards    Total    Windsor/Janco
                        -------------  ---------    -----    -------------
<S>                      <C>           <C>       <C>           <C>

Net sales                $3,918,079    $579,684  $ 4,497,763   $6,020,544
Cost of sales             3,133,390     552,415    3,685,805    4,273,835
Selling, general and
  administrative
  expense                   846,529     287,903    1,134,432    1,402,367
Income (loss) from
  operations                (61,840)   (260,634)    (322,474)     344,342
Interest expense             76,558       9,549       86,107      180,525
Other income                  2,486    (325,313)    (322,827)     (16,998)
Net income (loss)          (140,884)     55,130      (85,754)     180,815
</TABLE>

      For the nine months ended September 30, 1996, Windsor's and Janco's net
sales decreased 12% to $12.3 million compared to the nine months ended
September 30, 1995.  Windsor's and Janco's net sales for the quarter ended
September 30, 1996 decreased 35% to $3.9 million compared to the third
quarter of 1995.  These decreases in net sales were attributable to decreases
in Janco's sales which resulted from interruptions in producing and shipping
new products due to the relocation of its facilities and the loss of a
significant customer.

                                    - 10 -
<PAGE> 11
      Cost of sales for the combined Windsor/Janco operations decreased
$269,825, or 3%, from the same nine-month period last year.  Cost of sales
for Windsor and Janco during the third quarter of 1996 decreased by 27%
compared to the third quarter of 1995.  The decreases in cost of sales were a
result of the Company's continuing effort to reduce its slow moving inventory
at reduced margins or even below cost, as well as a write down of obsolete
inventory to realizable value.

      Windsor's and Janco's selling and administrative expenses for the nine
months and three months ended September 30, 1996 decreased $718,459 and
$555,838, respectively, compared to the corresponding periods of the prior
year.  The decreases in administrative and selling expenses were due
primarily to additional expenses incurred by Windsor in 1995 for audit fees
and decreases in administrative salaries paid by Janco during 1996.

      Interest expense for Windsor and Janco decreased 25% to $230,755 for
the nine-month period ended September 30, 1996 and 58% to $76,558 for the
third quarter of 1996 compared to the corresponding prior year periods.  The
decreases are attributable to payment of bank debt.

      Windsor and Janco reported a net loss of $669,924 for year-to-date 1996
compared to a net income of $5,947 for the corresponding period in 1995.  For
the third quarter of 1996, Windsor and Janco reported a net loss of $140,884,
compared to a net income of $180,815 for the corresponding quarter of 1995.

      Megacards reported a loss of $591,065 for the first nine months of
1996.  This net loss reflects the write down of inventory due to
obsolescence.  The loss was offset by the gain of $133,000 attributable to
the sale of the Company's interest in its Erie facility.


LIQUIDITY AND CAPITAL RESOURCES

      During the first nine months of 1996, the Company's operating,
investing and financing activities generated $76,752 in cash, despite its net
loss of $1,260,989.  Inventories for all three operations decreased
$3,881,771 during the nine-month period ended September 30, 1996.  The
reduction in inventories reflect both increased sales, as well as write down
in inventory levels due to obsolescence and slow movement and contribution of
inventory to the partnership with Legends, LP.

      As of September 30, 1996, the Company was not in compliance with
certain of the covenants of its credit facilities.  Its lenders have not
issued waivers related to the noncompliance and can now call the debt at any
time.  Management is actively attempting to renegotiate those credit
agreements.  On November 1, 1996, approximately $1.0 million under Windsor's
existing credit facility became due.  The lender has agreed to renew the line
of credit for six months, up to May 1, 1997.  Windsor is seeking a longer
term line of credit.  Windsor may have borrowing capacity under its existing
lines of credit, but loan covenants prohibit payments from Windsor to its
affiliates.  Megacards and Janco have no available borrowing capacity.

      The Company's management continues to pursue courses of action to
improve the Company's liquidity.  As of April 29, 1996, the Company acquired
all of an affiliated entity's

                                    - 11 -
<PAGE> 12
interest in the Company's Erie Pennsylvania facility, sold all of the Company's
and the affiliated entity's interest in such facility and terminated the
Company's lease obligations related thereto. The Company decreased its sports
card inventory and related indebtedness in an effort to reach a level which is
more commensurate with needs of its current operations.  The Company will seek
to renegotiate its credit facilities to provide for additional financing.

      The Company believes that Windsor's available credit facilities will be
sufficient to fund current operations of Windsor. In the event Janco's
operations terminate, however, Windsor would be subject to claims by the holders
of Janco's secured debt. The Company intends to seek to raise between $1.0
million and $1.5 million in additional capital through the private placement of
debt and/or equity securities.  A portion of the proceeds would be used to pay
the secured debt of Janco, including debt owed to principal shareholders of
Bentley.  The private placement could be substantially dilutive to existing
shareholders.

      Additional financing would be required if the Company pursues
identified acquisition opportunities.  There can be no assurance that such
financing will be available to the Company on favorable terms or at all.

      Janco has experienced a significant decline in sales revenues in the
third quarter of 1996, compared to the same quarter of 1995.  Janco's gross
profit margins decreased due to competition in the industry, unauthorized
chargebacks taken by one of its largest customers, and allocation of fixed
expenses over a smaller sales base.  Management has commenced reductions in
both administrative and factory personnel, but has not been able to match the
decline in revenues.  Janco's losses in the third quarter of 1996 were less
than those experienced in the two preceding quarters.  Most of Janco's
suppliers will only sell Janco materials and services on a C.O.D. basis.
Janco has been able to continue to operate by consuming inventory on hand.
Inventory levels have been reduced to the point that Janco no longer
generates cash from the disposition of assets, and it is no longer in
compliance with the loan covenants of its bank lender.  Janco is currently
negotiating with the bank to restructure its debt, and allow it to continue
to operate.  Janco recently contacted substantially all of its unsecured
creditors with a proposal to forgive a significant portion of those debts, in
exchange for unsecured notes to be repaid in the future.  To date, there has
been little positive response to the proposal.  Failure of Janco to receive
acceptance of substantially all of the offers to reduce Janco's debts may
cause the company to discontinue operations, or enter into bankruptcy.  Janco
is currently in default under the lease at its St. Louis facility, which
Bentley has guaranteed.  Janco's default under this lease could result in
substantial liability to Bentley.  Windsor's assets are pledged to secure
obligations of Janco to principal shareholders of Bentley.

      On September 13, 1996, Bentley, transferred assets of its Megacards
division consisting of inventory and equipment used in the production,
design, repackaging, distribution and sale of sports and entertainment
picture cards to Legends, LP, a newly-organized New York limited partnership
("Legends").  Such transfer was partly a sale and partly a contribution to
capital.  In consideration for such transfer, Bentley received a 30% limited
partnership interest and a note in principal amount of $432,000.  The note
payable to Bentley is subject to adjustment as set forth in the definitive
agreements, and is subject to substantial discount of the underlying
obligation if paid prior to maturity.  The Company has recorded a discount of
the note to reflect

                                    - 12 -
<PAGE> 13
expected payment of the note prior to maturity and the assumption of certain
liabilities.  See Note 4.

      The General Partners of Legends, which own in the aggregate a 70%
investment in such limited partnership, are Quality Baseball Cards, Inc., a
New York corporation ("Quality"), and Excell Recycling, Inc., a New York
corporation ("Excell").  Quality and Excell acquired such interests in
consideration of their transfer of assets consisting of accounts receivable,
inventory and equipment used in the production, design, repackaging,
distribution and sale of sports and entertainment picture cards.  Such
transfer was partly a sale and partly a contribution to capital.  In
connection with the transaction, Legends also assumed Quality's indebtedness
and delivered an $80,000 promissory note to Quality, which is subject to
adjustment as set forth in the definitive agreements, to Fuad Khuri, Ronald
Ruotolo and Carolyn Ruotolo, shareholders of Quality, in the aggregate
principal amount of $300,000.

      Bentley also entered into an amendment of its credit agreement with its
bank.  Legends and Fuad Khuri, the principal shareholder of the General
Partners, have agreed to guarantee repayment of amounts outstanding under
Bentley's credit agreement as of February 1997.  In addition, the Company's
subsidiaries, Windsor Art, Inc., and Janco Designs, Inc., have agreed to
guarantee up to $200,000 of such obligation in the aggregate.  Robert L.
Wolfson, Chairman of the Board of Bentley, has agreed to guarantee up to
$50,000 of such obligation, under certain conditions.


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 a report on Form 8-K, dated September 27, 1996 to
report pursuant to Item 2 thereof, the contribution of its Megacards' assets
to a newly organized joint venture as described above.

      The Company filed a report on Form 8-K, dated October 15, 1996 to
report pursuant to Items 4 and 7 thereof, a change in the Company's
certifying accountant.


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<PAGE> 14
                                  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, 1996                         By: /s/ Lloyd R. Abrams
                                              ---------------------------------
                                              Lloyd R. Abrams, President
                                              Chief Executive Officer and
                                              Chief Financial Officer




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