U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
NOVEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 33-68570
BETTING, INC. (1)
(Exact name of registrant as specified in its charter)
Missouri (2) 43-1239043
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
31310 Eaglehaven Center
Suite 10
Rancho Palos Verdes, California 90275
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (310) 541-4393
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.01 Par Value; Class A Warrants
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) been subject to such filing requirements
for the past 90 days. Yes No X .
As of November 30, 1998, the registrant had 14,475,234
shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X .
(1) Effective on June 4, 1999, the name was changed to eConnect.
(2) Effective on June 1, 1999, the jurisdiction of organization
was changed to Nevada.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF NOVEMBER 30, 1998
AND NOVEMBER 30, 199 3
STATEMENTS OF OPERATIONS FOR THE THREE
AND SIX MONTHS ENDED NOVEMBER 30, 1998
AND NOVEMBER 30, 1997 4
STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED NOVEMBER 30, 1998 AND
NOVEMBER 30, 1997 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
PART II
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE 13
PART I.
ITEM 1. FINANCIAL STATEMENTS.
BETTING, INC.
BALANCE SHEETS
February 28, August 31,
1999 1998
ASSETS (Unaudited) (Audited)
Cash $ 11,995
$ 0
Total Assets $ 11995
$ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 283,971
$ 283,971
Due to related party 18,969 18,969
Commissions payable 21,400 21,400
Total current liabilities 324,340 324,340
Commitments and Contingencies (Note 10)
Stockholders' Equity (Deficit):
Common stock, $.01 par value, authorized
10,000,000 shares; issued and outstanding, 14,475,234
and 14,284,234 at November 30, 1998 and 1997,
respectively 144,752 142,842
Preferred stock, $.01 par value, authorized 5,000,000
shares; issued and outstanding - none - -
Additional paid-in capital 5,018,560 5,000,420
Accumulated deficit (5,475,657) (5,467,602)
Total stockholders' equity (deficit) (312,345) (324,340)
Total Liabilities and Stockholders' Equity (Deficit) $
11,995 $ 0
See accompanying notes to interim financial statements
BETTING, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Three Months Ended
November 30, 1998 November 30, 1997
General and
Administrative expenses $8,055 $94,693
Total Operating Expenses (8,055) (94,693)
Net loss (8,055) $(94,693)
Net loss per common share $ (.00) $ (.01)
Weighted average shares outstanding 14,316,067 9,917,734
See accompanying notes to interim financial statements
BETTING, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
November 30, November 30,
1998 1997
Cash Flows From Operating Activities
Net loss (Note 9) $ (5) $(12,103)
Changes in assets and liabilities:
Accounts payable 0 0
Commissions payable 0 0
Cash Used in Operating Activities (5) (12,103)
Cash Flows From Financing Activities:
Proceeds from additional borrowings from stockholder 0 0
Proceeds from issuance of common stock 12,000 0
Proceeds from borrowings from related party 0 12,094
Cash provided by financing activities 12,000 12,094
Net increase (decrease) in cash 11,995 (9)
Cash at beginning of period 0 45
Cash at end of period $11,950 $ 36
Supplemental Disclosures:
The Company paid $0 and $0 for interest for the three months ended
November 30, 1998 and 1997, respectively.
The following summarizes noncash investing and financing
transactions:
Three Months Ended November 30, 1998
Issuance of 161,000 shares of common
stock for services rendered $8,050
Six Months Ended November 30, 1997
Issuance of 1,769,000 shares of common
stock for services rendered $82,590
Issuance of 750,000 shares of common
stock for due to stockholder 35,135
Issuance of 350,000 shares of common
stock for accounts payable 21,000
See accompanying notes to interim financial statements
BETTING, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
1. Unaudited Interim Periods:
The information furnished herein relating to interim periods
has not been audited by independent Certified Public Accountants.
In the opinion of the Company's management, the financial
information in this report reflects any adjustments that are
necessary for a fair statement of results for the interim periods
presented in accordance with generally accepted accounting
principles. All such adjustments are of a normal and recurring
nature. The accounting policies followed by the Company, and
additional footnotes, are set forth in the audited financial
statements included in the company's Annual Report Form 10-KSB/A
filed with the SEC on April 8, 1999.
2. Initial Public Stock Offering:
On November 18, 1993, the Company completed an initial
public offering in which it sold 900,000 Units at $3.125 per Unit.
Each Unit consisted of one share of Common Stock and one Class A
Warrant. Three Warrants entitled the holder thereof to purchase
one share of Common Stock at $3.75 per share and expired on
November 18, 1997. The warrants were callable in total by the
Company after November 18, 1994, at a redemption price of $.05 per
warrant upon 60 days prior notice if the common stock has traded
above $3.75 for at least 20 out of the 30 trading days preceding
the date of the notice of redemption.
3. Earnings (loss) Per Share:
Net earnings (loss) per share are computed using the
weighted average number of common and common equivalent shares
outstanding during the period. The Class A Warrants issued during
the public offering are anti-dilutive and have not been included
in the computation of common equivalent shares outstanding. Fully
diluted net earnings (loss) per share for all periods presented is
not materially different from primary net earnings (loss) per
share.
4. Income Taxes:
Effective September 1, 1987, the Company elected to be taxed
under Subchapter S of the Internal Revenue Code. As such, the
Company's taxable income or loss was included in the individual
tax returns of its shareholders for Federal and State income tax
purposes. Upon the closing of the public stock offering on
November 18, 1993, the Company terminated its Subchapter S
election.
Betting, Inc., has unused net operating loss (NOL)
carryforwards of approximately $2,800,000 at August 31, 1997, that
were generated by Leggoons, Inc. The unused net operating losses
expire in various amounts from 2009 to 2012. However, due to
change of ownership rules of Section 382 of the Internal Revenue
Code some or all of these NOL carryforwards may be unavailable to
offset any future income of Betting, Inc. The Company generated
losses of approximately $1,658,000 during the six month period
ended August 31, 1997, losses of approximately $197,000 during the
year ended August 31, 1998, and losses of approximately $9,000
during the three months ended November 30, 1998. These losses,
totaling $4,663,000, may not qualify as federal and state NOL
carryforwards due to the possible nondeductibility of the noncash
service costs incurred and the change of ownership rules of
Section 382 of the Internal Revenue Code. The Company provides an
allowance for the entire amount of any deferred tax assets that
are applicable to the NOL.
5. Due to Stockholder
The Company had a due to stockholder payable to James S.
Clinton, former Chairman of Leggoons, Inc., in the amount of
$35,135 for advances made to Leggoons, Inc., prior to March 1,
1997. This payable was paid in full during the six months ended
February 28, 1998, by the issuance of 750,000 shares of restricted
common stock.
6. Due to Related Party
The Company utilizes cash advances from HPOS/E.T.T. to fund
day to day operations of the Company. Thomas S. Hughes is the
Chairman of both the Company and HPOS/E.T.T.
7. Accumulated Deficit:
As a result of the termination of the Company's S
Corporation status on November 18, 1993, the accumulated deficit
of $1,168,375 incurred through that date was closed out against
additional paid-in capital. The $5,475,657 of deficit on the
balance sheet at November 30, 1998, is the result of operations
from November 18, 1993, to November 30, 1998.
8. Stockholders Equity:
During the period September 1, 1998, through February 28,
1999, the Company issued 161,000 shares of common stock for
services rendered. The financial value of the common stock issued
for no cash consideration is required to be expensed by the
Company. The "fair market value" of such common stock issued,
$8,050, has been expensed as consulting fees during the three
months ended November 20, 1998.
During the period September 1, 1997, through November 30,
1997, the Company issued 2,869,000 shares of common stock for
payments on accounts payable and services rendered. For the
1,769,000 shares of common stock issued for services rendered
during the period September 1, 1997, through November 30, 1997,
the closing "market" stock price was used to determine "fair
market value" of the 569,000 unrestricted common shares issued;
the closing "market" stock price less a 50% discount was used to
determine "fair market value" of the 1,200,000 restricted common
shares issued. The financial value of the common stock issued for
no cash consideration is required to be expensed by the Company.
The "fair market value" of such common stock issued, $82,590, has
primarily been expensed as $63,450 in consulting fees, $7,140 in
legal fees, and $12,000 in general and administrative expenses
during the three months ended November 30, 1997. Some of the
common stock shares issued were registered with the Securities and
Exchange Commission using Form S-8 Registration Statements.
9. Cash Flow and Income Statement Reconciliation
The following reconciles noncash financing transactions for the
three months ended November 30, 1998:
Net loss $ 5
Issuance of 161,000 shares
of common stock for Consulting Fees 8,050
Income Statement Net Loss $8,055
The following reconciles noncash financing transactions for the
three months ended November 30, 1997:
Net loss $ 12,103
Issuance of 2,469,000 shares of common
stock for Consulting Fees, and General
and Administrative Expense 82,590
Income Statement Net Loss $94,693
10. Contingencies
(a) Going Concern.
The Company's financial statements are presented on the
going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business.
As shown in the accompanying financial statements, the Company has
shown a significant loss from operations and has negative working
capital and a stockholders' deficit. This raises substantial
doubt about the Company's ability to continue.
The Company's continued existence is dependent upon its
ability to resolve its liquidity problems, principally by
obtaining additional debt financing and equity capital and
ultimately upon achieving profitability. While pursuing
additional debt and equity funding, the Company must continue to
operate on limited cash flow. Management is committed to
developing the product and continues to receive small amounts of
funding from private investors. It is the goal of management to
receive additional funding from an additional public offering of
its common stock within twelve months.
There is no assurance that the Company can achieve the
profitability and positive liquidity discussed above. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue
as a going concern.
(b) Common Stock Issued in Excess of Authorized Shares.
During the year ended August 31, 1998, the Company issued a
total of 6,441,000 shares of common stock. This has resulted in
the total issued common shares exceeding the 10,000,000 common
shares authorized by 4,284,234 common shares. Most of these
shares were to have been preferred stock. Due to an error that
was discovered after the close of the year, however, all of the
shares were issued as common shares, resulting in the Company
issuing more common shares than its articles of incorporation
authorize. The Company is in the process of "recalling" these
certificates totaling 4,550,000 shares and replacing them with
preferred certificates. The net result will not be significantly
different. Holders of preferred shares will have a priority over
common stockholders with respect to dividends and liquidation
rights, but no dividends are required or anticipated. The
preferred stockholders will have voting rights equal to those of
the common stockholders. The stockholders' equity (deficit)
section of the balance sheet then would be restated as follows to
take into account the preferred stock:
November 30, Proforma Restated
1998 Adjustment November 30, 1999
Stockholders' Equity (Deficit):
Common stock, $.01 par value, authorized
10,000,000 shares; issued and outstanding,
9,803,834 $143,752 $(45,500) $ 99,252
Preferred stock, $.01 par value, authorized 5,000,000
shares; issued and outstanding - 4,550,000
0 45,500 45,500
Additional paid-in capital 5,018,560 0 5,018,560
Accumulated deficit (5,475,657) 0 (5,475,657)
Total stockholders' equity (deficit)
$ (312,345) $ 0 $ 312,345)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with
the financial statements of the Company and notes thereto
contained elsewhere in this report.
Results of Operations.
The Company had virtually no operations during the quarterly
period ended November 30, 1998, due to the unavailability of
funds. Near the end of the quarterly period ended November
30,1998, the Company received cash from the sale of its common
stock to a private investor. These funds will be used for
operations during the quarterly period ending February 28, 1999.
The primary general and administrative expenses incurred during
the quarterly period ended November 30, 1997, were consulting
fees, legal fees, office expenses and stock expenses.
Betting, Inc. is positioning itself to facilitate same as
cash ATM card or smart card transactions that are originating from
bank host processing centers and are being sent to gaming
operators. These transactions are being effected with electronic
equipment that allows self service pay per play and no actual
communications between the player and the gaming operator. The
setype of transactions will be originating from homes, offices,
and public walk in locations. The Company will act as the
interface that will communicate data to the gaming operators,
receive back their acknowledgment of the transaction and then pass
on this gaming acknowledgment to the bank host processing center
that has been standing by for this information and has already
completed the bank authorization of the pay per play transaction.
The business model of the Company is to receive a fee per
transaction paid to Betting, Inc. by the bank host processing
center at the moment of the transaction. In general, this fee will
be from between 2% to 6% of the wager placed on a pay per play or
a $6 flat fee in the case of an account being opened. The
Company. has many characteristics commonly associated with a
development stage company. A development stage company devotes
substantially all of its efforts to establishing a new business
and its planned principal operations either (a) have not commenced
or (b) have commenced, but have not produced any significant
revenue. However, due to the company's previously established
operation as a public shell a development stage company
presentation is not appropriate for these financial statements.
On February 18, 1997, Betting, Inc., entered into an
Agreement to License Assets from Home Point of Sales, Inc.(HPOS).
HPOS is a privately held corporation focused on the emergence of
the Personal Encrypted Remote Financial Electronic Card
Transactions industry. This industry provides consumers with the
option to instantly pay bills or impulse purchase from home with
real time cash transactions. Management believes the proprietary
technology and the large demand for wagering opportunities in
today's marketplace will combine to generate substantial sales for
the Company over the medium term.
Under terms of the Licensing Agreement, the Company will
issue2,900,000 shares of restricted common stock to HPOS in
exchange for licensing home ATM card and SMART card wagering
technology developed by HPOS. Of this amount, 2,755,000 shares
will be placed in escrow and are subject to cancellation on
February 10,1998, in the event the bid price of the common stock
of the Company is not at least $3.00 per share for any twenty
consecutive day period as reported on the NASD's Electronic
Bulletin Board or NASDAQ's Small Cap Market from the date of the
agreement through February 10, 1998.
As of the date of these financial statements the terms of
the Licensing Agreement have not been met by the Company. However,
the Company has entered into amendment(s) of the original
agreement that provide for an extension of the cancellation
deadline from February 10, 1998, to September 1, 1999, subject to
certain conditions specified in the agreement. As of the date of
these financial statements, none of the conditions have been met.
All conditions set forth in the original agreement need to be met
on or before September 1, 1999.
The License Agreement also provides that in the event that
the bid price for the common stock of the Company is more than
$3.00per share for any twenty consecutive day period, then HPOS
shall have the option to purchase up to 13,822,000 additional
shares of the Company common stock at an exercise price of $.30
per share.
Thomas S. Hughes, Chairman of HPOS, became Chairman and
President of the Company on March 1, 1997. He will focus on
procedures, policies and state approvals to begin home lottery,
off track betting, casino and sports ATM card and SMART card
wagering.
The Company had not, to the date of this report, filed all
necessary quarterly or annual reports on a timely basis with the
United States Securities and Exchange Commission (the "SEC").This
constitutes a violation by the Company of a provision of the
Securities Exchange Act of 1934, as amended. The Company entered
into a consent decree with the SEC by which the Company agreed to
file all necessary reports by April 9, 1999, and agreed to file
all required reports with the SEC on a timely basis in the future.
The filing of this report brings the Company up to date with the
SEC on all necessary quarterly and annual reports.
Liquidity and Capital Resources.
Net cash used in operating activities by the Company was $5
for the three month period ended November 30, 1998 versus cash
used in operating activities of $12,103 in the comparable prior
year period.
Capital Expenditures.
No material capital expenditures were made during the
quarter ended on November 30, 1998.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using the year 2000 date is
processed. In addition, similar problems may arise in some systems
which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced
before, on, or after January 1, 2000, and if not addressed, the
impact on operations and financial reporting may range from minor
errors to significant system failure which could affect the
Company's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant. It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Company, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
The Company currently believes that its systems are Year
2000 compliant in all material respects, its current systems and
products may contain undetected errors or defects with Year 2000
date functions that may result in material costs. Although
management is not aware of any material operational issues or
costs associated with preparing its internal systems for the Year
2000, the Company may experience serious unanticipated negative
consequences (such as significant downtime for one or more of its
web site properties) or material costs caused by undetected errors
or defects in the technology used in its internal systems.
Furthermore, the purchasing patterns of advertisers may be
affected by Year 2000 issues as companies expend significant
resources to correct their current systems for Year 2000
compliance. The Company does not currently have any information
about the Year 2000 status of its advertising customers. However,
these expenditures may result in reduced funds available for web
advertising or sponsorship of web services, which could have a
material adverse effect on its business, results of operations,
and financial condition. The Company's Year 2000 plans are based
on management's best estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995, including
statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business and
the industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Company's control. The Company cautions that
these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the
following: reduced or lack of increase in demand for the Company's
products, competitive pricing pressures, changes in the market
price of ingredients used in the Company's products and the level
of expenses incurred in the Company's operations. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained herein will in fact
transpire or prove to be accurate. The Company disclaims any
intent or obligation to update "forward looking statements".
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's
stockholders during the first quarter of the fiscal year covered
by this report.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. There are no reports on Form 8-K
filed during the second quarter of the fiscal year covered by this
report
(b) Exhibits included or incorporated by reference herein:
See Exhibit Index
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
eConnect (formerly known
as Betting, Inc.)
Dated: June 18, 1999 By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
EXHIBIT INDEX
Exhibit No. Description
3.1 Leggoons, Inc. Articles of Incorporation and Amendments,
incorporated by reference to Exhibit 3.1 of Leggoons, Inc.
Registration Statement on Form S-1 filed on October 28, 1993.
3.2 Leggoons, Inc. Bylaws Amended, incorporated by reference to
Exhibit 3.2 of Leggoons, Inc. Registration Statement on Form S-1
filed on October 28, 1993.
4 Class A Warrant Agreement, incorporated by reference to
Exhibit 4.2 of Leggoons, Inc. Registration Statement on Form S-1
filed on October 28, 1993.
10.1 Agreement to License Assets (incorporated by reference to
Exhibit 10.16 to the Form 8-K filed on February 25, 1997).
10.2 Escrow Agreement (incorporated by reference to Exhibit 10.17
to the Form 8-K filed on February 25, 1997).
10.3 ET&T Host Processing Agreement (incorporated by reference to
Exhibit 10.3 of the Form 10-KSB for the period ending on August
31, 1998).
10.4 ET&T Licensing Agreement (incorporated by reference to
Exhibit 10.4 of the Form 10-KSB for the period ending on August
31, 1998).
27 Financial Data Schedule (see below).