U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1997
[ ] Transition Report on From 10-KSB [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-QSB
[ ] Transition Report on Form N-SAR
From the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable.
Part I--Registrant
Information
Full name of Registrant: Bentley International, Inc.
Former Name: Megacards, Inc.
Commission File Number: 0-19503
IRS Employer Identification No.: 43-1325291
9719 Conway Road
Address of Principal Executive Office (Street and Number)
St. Louis, Missouri 63124
City, State and Zip Code
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Part II--Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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The Registrant hereby represents that:
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject report on Form 10-QSB, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III -
Narrative
State below in reasonable detail the reasons why Form 10-QSB or portion thereof
could not be filed within the prescribed time period.
On September 13, 1996, Bentley International, Inc., (the "Registrant"),
transferred assets of its Megacards division to Legends, LP ("Legends"). Such
transfer was partly a sale and partly a contribution to capital. In
consideration for such transfer, the Registrant received a 30% limited
partnership interest and a note in the principal amount of $432,000 (subject to
adjustment).
In December 1996, the Registrant's Janco Design, Inc. ("Janco") subsidiary
ceased operations due to its deteriorating financial condition. Subsequently,
Janco's creditors filed an involuntary bankruptcy petition against Janco. The
Registrant reported the filing of the bankruptcy petition on Form 8-K on
February 4, 1997.
Due to the transfer of assets to Legends and the financial and operational
difficulties experienced by Janco, compilation of the Registrant's financial
information has been delayed which, in turn, has caused delay in the completion
of the Form 10-QSB for the quarter ended September 30, 1997.
Part IV - Other
Information
(1) Name and telephone number of person to contact in regard to this
notification:
Lloyd R. Abrams (314) 569-1659
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Registrant anticipates that it will report net earnings of
approximately $330,000 for the quarter ended September 30, 1997, compared to a
net loss of $85,754 for the quarter ended September 30, 1996. The net earnings
for the quarter ended September 30, 1997 were attributable to net earnings of
the Registrant's Windsor Art, Inc. subsidiary and the discontinuation of
operations in December 1996 of its subsidiary Janco Designs, Inc.
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BENTLEY INTERNATIONAL, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 1997 By: /s/Lloyd R. Abrams
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Lloyd R. Abrams, President and
Chief Executive Officer
