U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 12b-25
NOTIFICATION OF LATE FILING
[X ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] 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 6, 7, 8 and 10.
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-KSB, or portion thereof, will be
filed on or before the fifteenth 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-KSB 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 for a combination of cash and two notes of the
purchaser, Interiors, Inc. ("Interiors"). 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
providing information to the Registrant's auditors, which in turn has delayed
the preparation of the Management's Discussion and Analysis, financial
statements and information regarding executive compensation. The auditors'
statement is attached hereto as Exhibit 23.1.
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 the major changes in the results of operations for
fiscal year 1998 compared to fiscal year 1997 will be a gain on sale and income
from discontinued operations due to the sale of Windsor. On the Registrant's
Form 10-QSB for September 30, 1998, the Registrant reported a gain on sale (net
of income taxes) of $2,150,196 and income from discontinued operations for the
nine months then ended of $1,121,688.
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On December 1, 1998, the Registrant entered into a repurchase agreement with
Interiors, Windsor, Max Munn and Lloyd R. Abrams pursuant to which a long-term
note of Interiors issued to the Registrant, the only remaining note in
connection with the sale to Interiors of Windsor, was repurchased and certain
other transactions took place, which are described in the Form 8-K of the
Registrant dated December 1, 1998. Such repurchase may result in some
modification of the gain on sale figure from that at September 30, 1998.
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: March 31, 1999 By: /s/Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
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EXHIBIT 23.1
Board of Directors
Bentley International, Inc.
RE: Attachment to Form 12b-25 Filing
In connection with the filing of Form 12b-25, Notification of Inability to
Timely File, we represent to you, as external auditors for the Company, that we
have been unable to complete our audit procedures for the audit of the December
31, 1998 financial statements due to the inability of the Company to adequately
close their books and records and prepare for the audit in a timely manner.
We anticipate the issuance of the auditors' report within the extended deadline.
/s/ Rubin, Brown, Gornstein & Co. LLP
RUBIN, BROWN, GORNSTEIN & CO., LLP
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