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: March 31, 1999
[ ] Transition Report on Form 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: Items 1 and 2 of Part I.
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 a 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 May 27, 1998 the Registrant acquired an information services
business. 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. 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 statements.
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.
It is anticipated that there will be significant decreases of both
income and expenses for the first three months of 1999 compared to the first
three months of 1998 as a result of the complete change of line of business. The
Registrant acquired its second information services company on November 12,
1998. The one and one-half months ownership of such company during 1998 does not
provide a sufficient basis for estimating the results for the first quarter of
1999.
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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: May 17, 1999 By: /s/Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
