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, 1998
[ ] 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: not applicable.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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.
The Registrant is in the process of making a change in its line of
business from framed art and mirrors to information services. To further this
business plan, on July 30, 1998 the Registrant completed a sale, which
represented a sale of substantially all of the assets of the Registrant, of its
Windsor Art, Inc. ("Windsor") subsidiary for a combination of cash and two notes
of the purchaser. One of the notes, a short term note, in the amount of
$3,300,000, was repaid on September 30, 1998. On November 12, 1998, the
Registrant completed its second acquisition of an information services company.
The substantial changes in the Registrant's operations have resulted in delays
in the preparation of the Management's Discussion and Analysis and financial
information.
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 results of operations reflect the ownership until July 30, 1998 of the
Registrant's former subsidiary, Windsor, which represented substantially all of
the assets of the Registrant and accounted for over ninety percent (90%) of the
Registrant's income in 1997. The Registrant has only recently received the
financial information regarding the July income of Windsor because the financial
records are held by the purchaser, who has only recently been able to forward
the information to the Registrant. It is therefore not possible to make a
reasonable estimate of the results of operations.
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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 16, 1998 By: /s/Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
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