U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 1999
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
eCONNECT .
(Exact name of registrant as specified in its
charter)
Nevada 43-1239043
(State or jurisdiction of incorporationI.R.S. Employer
or organization) Identification No.)
2500 Via Cabrillo Marina, Suite 112, San Pedro,
California 90731
(Address of principal executive offices) 90731
Zip Code)
Registrant's telephone number: (310) 514-9482
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 X
No .
As of June 30, 1999, the registrant had
30,885,100 shares of common stock issued and
outstanding.
Transitional Small Business Dislcosure Format
(check one): Yes No X .
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF JUNE 30, 1999
AND DECEMBER 31, 1998 3
STATEMENTS OF OPERATIONS FOR THE THREE
ND SIX MONTHS ENDED JUNE 30, 1999 AND
JUNE 30, 1998 4
STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 1999 AND
JUNE 30, 1998 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 10
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 12
ITEM 6. EXHIBITS AND REPORTS ON
FORM 8-K 13
SIGNATURE 13
PART I.
ITEM 1. FINANCIAL STATEMENTS
eCONNECT
BALANCE SHEETS
(Unaudited)
June 30,
December 31,
1999
1998
ASSETS
Current Assets
Cash
$184,218
$8,862
Total current assets
184,218
8,862
Investment in wholly-owned
subsidiary
2,062,500
0
Property and equipment
5,478
0
Total Assets
$2,252,196
$8,862
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$440,331
$305,121
Due to a related party
1,219,379
24,169
Debenture payable
500,000
0
Common stock payable
1,411,000
0
Current portion - due vendor
60,000
0
Total current liabilities
3,630,710
329,290
Long Term Liability
Due vendor - less current
portion of $60,000
580,000
0
Total liabilities
4,210,710
329,290
Commitments and Contingencies
0
0
Stockholders' Equity
(Deficit):
Common stock, $0.001 par value
at June 30,
$0.01 at December 31;
authorized100,000,000
shares; issued and
outstanding,14,354,798
and 30,885,100 and 14,475,234,
respectively
30,885
144,752
Additional paid-in capital
7,411,407
5,018,560
Accumulated deficit
(9,400,806)
5,483,740
Total stockholders' equity
(deficit)
(1,958,514
(320,428)
Total Liabilities and
Stockholders' Equity (Deficit)
$2,252,196
$8,862
See accompanying notes to interim financial
statements
eCONNECT
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
General and
Administrative
expenses:
Consulting
fees $841,365 $0 $867,615 $23,750
Legal fees 48,956 800 65,318 800
Office expense 0 5,160 4,358 17,491
Software
Development 186,070 0 190,170 2,143
Stock expense 11,508 1,143 22,314 12,000
Interest 97,500 0 97,500 0
License fee
Related party 1,908,000 0 2,000,000 0
Executive
Compensation 50,000 0 50,000 0
Research &
Development 312,184 0 312,184 0
Finders fees &
stock promotion 84,450 0 84,450 0
Restitution
Expense 125,000 0 125,000 0
Other 70,753 0 98,157 0
Total operating
Expenses 3,735,786 7,103 3,917,066 56,184
Net loss $(3,735,786)$(7,103)$3,917,066$(56,184)
Net loss per
common share $ (.25)$ (.00)$ (.22)$(.01)
Weighted average
Shares
Outstanding 14,685,596 11,181,234 18,233,711 11,293,234
See accompanying notes to interim financial
statements
eCONNECT
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30, June 30,
1999 1998
Cash Flows From Operating
Activities
Net loss: 3,917,066 $57,327)
Stock given for services 722,638 35,750
Stock to be given to
related party 2,125,000 0
Loss adjusted to cash basis (1,069,428) (21,577)
Changes in assets and
Liabilities
(Accounts payable) 135,210 14,843
Cash Used in Operating
Activities (934,218) (6,734)
Cash Flows From Investing Activities:
Property and equipment (5,478) 0
Cash Flows From Financing Activities:
Issuance of Debenture 500,000 0
Issuance of common stock 861,587 0
Proceeds from borrowings 136,000 0
Paid down on borrowings (100,000) 0
(Paid down) borrowings
from related party (282,535) 6,700
Cash provided by
financing activities 1,115,052 6,700
Net increase (decrease)
in cash 175,356 (34)
Cash at beginning of period 8,862 34
Cash at end of period $ 184,218 $ 0
Supplemental Disclosures:
Non-monetary transactions
Stock issued or to be issued
for the wholly owned
subsidiary:
2,500,000 shares of
restricted stock 687,500 0
2,500,000 shares to be
issued (free trading) 1,375,000 0
$2,062,500 $ 0
Stock issued to a related
party:
9,400,000 shares
at par value $0.001 $ 9,400 $ 0
Interest paid $ 97,500 $0
See accompanying notes to interim financial
statements.
ECONNECT
NOTES TO INTERIM FINANCIAL STATEMENTS
1. Basis of Presentation.
The information furnished herein relating to interim
periods has not been audited by an independent
certified public accountant. 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.
Certain information and footnote disclosure normally
included in financial statements prepared in
accordance with generally accepted accounting
principles have been omitted pursuant to the
requirements of the Securities and Exchange
Commission, although the Company believes that the
disclosures included in these financial statements
are adequate to make the information not misleading.
The financial statements should be read in
conjunction with the financial statements and notes
thereto included in the Company's annual report on
Form 10-KSB for the fiscal year ended August 31,
1998.
2. Organization.
The Company was originally organized under the laws
of the State of Missouri on September 1, 1981, as
HANDY-TOP, INC. On April 20, 1983, the Articles of
Incorporation were amended to change the name of the
corporation to HTI Corporation. On May 28, 1993,
the Articles of Incorporation were amended to change
the name of the corporation to Leggoons, Inc. In
addition to changing the company's name, the May
28,1993, amendment to the Articles of Incorporation
increased the number of authorized shares of common
stock from 40,000 to 10,000,000 and decreased the
par value of the common stock from $1.00 per share
to $.01 per share. Also on May 28, 1993, Leggoons,
Inc., declared a 14-for-1 stock split.
Thomas S. Hughes became Chairman and President of
Leggoons, Inc., on March 1, 1997. At that time, the
name was changed to Betting, Inc.
On May 17, 1999, an Agreement and Plan of Merger
between Betting, Inc., a Missouri corporation, into
Betting, Inc., a Nevada corporation ("Company") was
executed by an authorized signatory of each company.
At a duly called meeting of shareholders on May 21,
1999, the merger of the two companies was approved by
a majority of the shareholders appearing in person or
by proxy. Effective on June 1, 1999, Articles of
Merger were filed with the Nevada Secretary of State,
which formally resulted in the redomicile to the
State of Nevada. As a result of the merger, the
fiscal year-end was changed from August 31 to
December 31 and the par value of the common stock was
changed from $0.01 per share to. $0.001 per share.
On June 4, 1999, a Certificate of Amendment of
Amendment to Articles of Incorporation was filed with
the Nevada Secretary of State changing the name of
the Company to "eConnect.". An audited report will be
filed (prior to August 31, 1999) for the four month
transition period from September 1, 1998 through
December 31, 1998.
The Company's business has been in a start-up mode.
No revenue has been recorded. As set forth in Note 9
"Subsequent Events," the Company has acquired (post
June 30, 1999) certain revenue producing businesses.
Hence forth, certain segments of the business will be
revenue producing while other segments will continue
in the start-up phase.
3. Continued Existence.
The accompanying financial statements have been
prepared assuming that the Company will continue as a
going concern. As set forth above, the Company,
through June 30, 1999, has been in a start phase
experiencing negative working capital and a
stockholders' deficit. This raises substantial doubt
about its ability to continue as a going concern. The
interim 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.
Management's plans to continue as a going concern
include the acquisition of going concern businesses
(Note 9 Subsequent Event). Management is cautiously
optimistic that the unaudited revenue and earnings
generated by businesses prior to acquisition will
continue and be available to fund those business
segments still in the start-up phase.
4. Related Party Transactions.
The Company has entered into various agreements with
Electronic Transactions and Technologies ("ET&T"), a
corporation 70% owned by Mr. Hughes. The following
are the transactions for the six months ended June
30, 1999 between the related parties (ET&T and Mr.
Hughes) and e Connect:
Charges
Cash disbursed to the related parties (net of a
$50,000 salary): $ 189,411
144 Restricted Stock issued
to Mr. Hughes: 4,000,000 shares
144 Resticted Stock issued
to ET&T: 5,400,000 shares
9,400,000 shares
Value at par value of
$.001 per share: 9,400
Assumption of ET&T liability: 706,810
Total Charges 905,621
Credits
License fee (Note 6B): 2,000,000
Restitution (Note 6C): 125,000
Total Credits: 2,125,000
Due to ET&T and Mr. Hughes: $1,219,379
It is planned to reimburse ET&T in company stock.
5. Acquisition.
During the six months ended June 30, 1999, the
Company acquired 100% of Rogel Technologies, a
corporation which will assist the Company in
developing its product line. The acquisition was
accounted for as follows:
2,500,000 shares of restricted stock: $ 687,500
2,500,000 shares of free trading stock
to be delivered post June 30, 1999: 1,375,000
$2,062,500
The stock was valued at $.55 per share less a 50%
discount for restricted stock.
6. Commitments and Contingencies.
A. Debentures Payable
The Company is contesting the payment of $500,000
principal due on a certain debenture, as claimed by a
Canadian firm. The companies respective counsels are
currently negotiating a settlement of this matter.
B. Licensing Agreement
ET&T has licensed the global intellectual rights of
four products to e Connect. The products are: "The
Paymaster," "The Slick," "The Pocket Pay" and " The
TV Pin Pad Remote." Each product is licensed at
$2,000,000 and is due if and when the Company
perfects the product. To date, only "The PayMaster"
has been perfected.
C. Restitution
In connection with the acquisition of the
wholly-owned subsidiary, Rogel Technologies, Mr.
Thomas Hughes gave up 250,000 shares of his own stock
valued at $.50 per share. In the event Mr. Hughes
receives the stock back, the restitution loss will be
canceled.
D. Stock Options
The Company does not have a formal stock plan,
however, certain consultants have, as part of their
agreements, the right to buy stock at a stipulated
price per share.
E. Agreement to License Assets
The Company issued 2,900,000 shares of restricted
common stock to ET&T in exchange for licensing home
ATM card and SMART card wagering technology developed
by ET&T. Of this amount, 2,755,000 shares were placed
in escrow and were subject to cancellation on
February 10, 1998, in the event the bid price of the
common stock of the Company was not at least $3.00
per share for any twenty consecutive day period as
reported on the NASD's Electronic Bulletin Board 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 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 $3.00 per share for any twenty
consecutive day period, the ET&T 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.
7. Earnings (loss) Per Share.
Net earnings (loss) per share are computed using the
weighted average number of common shares outstanding
during the period.
8. Income Taxes.
eConnect has unused net operating loss (NOL)
carryforwards of approximately $2,800,000 at February
18, 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 e
Connect. 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 $183,000 during the six
months ended February 28, 1999. These losses,
totaling $4,838,000, 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.
In connection with the change in fiscal years ( see
Note 2), an application with the IRS will be filed to
change the tax year.
9. Subsequent Event.
The Company filed a SB2 (a shelf offering) with the
Securities and Exchange Commission on June 1,1999,
which became effective July 22, 1999. A maximum of
20,000,000 shares (some of which have been issued)
are available to acquire the assets of various
businesses.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FIINANCIAL 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.
Because the Company was in a start-up phase,
there were no reviews in either period. Activity for
the six months ended June 30, 1998 was immaterial
(approximately $56,000 of expenses).
For the period ended June 30, 1999, expenses
were approximately $3,900,000. Of the total expenses
$293,000 were incurred by the e Gate Division (Ezy
Shop) which began start-up operations in May. The
balance of the expenses approximating $3,600,000 were
incurred at the corporate level of which $2,000,000
was for a license fee, $800,000 for consulting
expenses and $125,000 for restitution or an aggregate
of $2,925,000.
The above enumerated license fee ($2,000,000)
and restitution ($125,000) were paid in stock. Of the
$800,000 consulting expense, approximately $723,000
was paid in stock of the Company. Of the approximate
$57,000 expenses incurred for the period ended June
30, 1998, $36,000 were paid in stock of the Company.
Liquidity and Capital Resources.
Because activity for the six months ended June
30, 1998 was immaterial, liquidity was not a factor.
For the six month period ended June 30, 1999 the
Company raised $417,500 from a debenture offering
($82,500 fee), approximately $862,000 from a stock
offering and $160,000 from individual borrowings.
For the period ended June 30, 1999 debt from
individual borrowings was paid down by $100,000. A
related party debt (ET&T) was paid down approximately
$283,000. The Company paid down approximately
$700,000 on its debt to ET&T by assuming ET&T's
liability to a vendor.
Capital Expenditures.
No material capital expenditures were made
during the quarter ended on June 30, 1999.
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.
The following matters were submitted to a vote
of the Company's stockholders during the second
quarter of the fiscal year covered by this report:
(a) A Special Meeting of the shareholders of
the Company was held on May 21, 1999.
(b) The sharesholders voted on approving and
Agreement and Plan of Merger between Betting,
Inc., a Missouri corporation, into Betting,
Inc., a Nevada corporation (now know as
eConnect), for the purpose of redomiciling
the Company to the State of Nevada. The
Agreement and Plan of Merger was approved by
a total of 8,700,000 shares (in person and by
proxy) out of a total of 14,500,000 shares
entitled to vote at that time (no shares
voted against the merger). This merger was
evidenced by the filing of Articles of Merger
with the Nevada Secretary of State (effective
on June 1, 1999).
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. Reports on Form 8-K
were filed during the second quarter of the
fiscal year covered by this Form 10-QSB, as
follows:
(1) Form 8-K filed on June 2, 1999
reflecting the merger described in Item 4
above, the resulting change of the fiscal
year, as well as the Amendement of the
Articles of Incorporation of the Company
changing the name from "Betting Inc." to
"eConnect."
(2) Form 8-K filed on June 23, 1999
reflecting the new address for the Company
and the new trading symbol for the Company
on the OTC Bulletin Board: ECNC.
(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
Dated: August 11, 1999 By: /s/ Thomas .Hughes
Thomas S. Hughes,
President
EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form SB-2/A filed on July
22, 1999.
3.2 Amendment of Articles of Incorporation,
incorporated by reference to Exhibit 3.2 of the
Registration Statement on Form SB-2/A filed on July
22, 1999.
3.3 Bylaws of the Company, incorporated by reference
to Exhibit 3.3 of the Registration Statement on Form
SB-2/A filed on July 22, 1999.
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).
10.5 Letter of Commitment between Rogel
Technologies and the Company, dated May 6, 1999 (see
below).
27 Financial Data Schedule (see below).
Letter of Commitment
This Letter of Commitment is made as of the 6th of
May, 1999, ("The Effective Date") by Rogel Patawaran,
individually and collectively known as, Rogel
Technologies with address at 1861 S. Bundy Dr. Los
Angeles, CA 90025 ("Hereinafter referred to as "RT") and
Mr. Tom Hughes, individually and collectively known as,
Betting, Inc. with address at 31310 Eaglehaven Center,
Suite 10, Rancho Palos Verdes, California 90275
("Hereinafter referred to as "BETT ")
The following are the steps to accomplish the
Acquisition of Rogel Technologies. The actual
Acquisition contract will be drafted once we have the
approval from the share holders.
Terms & Procedures
1. BETT Agrees to Acquire to RT as a wholly owned
subsidiary.
2. The Acquisition of RT shall be paid entirely with
Betting, Inc. stock (symbol: OTC - BETT).
Paid as follows:
2A. No later than Wednesday May 19th, 1999, the sum
of Two Hundred and Fifty Thousand shares (250,000) of
free trading S-8 Stock of BETT will be issued to RT
as a "Good Faith" payment.(Stocks are to be issued
via Wire Transfer or in the form of a Stock
Certificate made to the name of Rogel Technologies)
2B. The Sum of Two Million, Five Hundred Thousand
(2,500,000) free trading shares of BETT issued
within Five (5) business days after the SB2 Form
Registration has been approved.
2C. The Sum of Two Million, Five Hundred Thousand
(2,500,000) 144 restricted shares of BETT
issued within Five (5) business days after the SB2 Form
Registration has been approved.
2D. The Sum of Five Hundred Thousand (500,000)
option shares at the price of $.50 of BETT
issued no later than June 30, 2000 .
2E. The Sum of Five Hundred Thousand (500,000)
option shares at the price of $1.00 of BETT
issued no later than June 30, 2001 .
2F. The Sum of Two Hundred and Fifty Thousand
(250,000) option shares at the price of
$2.00 of BETT issued no later than June 30, 2002 .
It is agreed by BETT that if the above time table to
acquire RT is not accomplished then, the Agreement, that
is embodied in this letter, shall become "void" and any
and all "Good Faith" Payment(s) issued to RT by BETT shall
be considered non- refundable. It is also agreed by BETT
that in the event that Betting, Inc. (symbol: OTC - BETT)
shares should drop below a market "bid" price of Twenty
Cents ($.20) per share before September 1, 1999 for a
period of more than Twenty (20) Business days then, BETT
shall, in order to continue the Acquisition process of RT,
issue to RT an additional sum of Two Million, Five
Hundred Thousand (2,500,000) Free Trading shares of
Betting, Inc. (symbol: OTC - BETT) no later than Five (5)
business day from the Twentieth (20th) day of such stock
price decline. (All Stocks are to be issued via Wire
Transfer or in the form of a Stock Certificate made to the
name of Rogel Technologies)
3. The Acquisition of Rogel Technologies will include:
3A. RT's Secure Email service revenue.
3B. Perfect Merchant Response Software (MRS)
3C. RT's Global Market Place Mall (GMM) (All
present and future revenue)
The GMM includes these products:
* GMM Classified Adds
* GMM Web hosting services
* eTrusts
* eHomebuy
* eDine
* eTheater
* Portable Website Software.
* PCA Compression Software
* Virtual Card Game Software.
3C. Rogel Technologies present staff will remain
as management and RT will receive:
1. Two Hundred Thousand Dollar ($200,000.00)
per year management fee from the "Gross
Revenues" of RT.
2. An additional twelve point five percent
(12.5% ) of the remaining "Net Profits"
of RT as an administration fee.
3D. A consultant agreement for Mr. Patawaran with
Betting, Inc. To continue the support of creating
and writing new software products for eConnect, eGate
and ET&T.
The parties hereby represent and warrant that the
individuals executing this letter on their behalf are
authorized to do so and will bind the parties to the terms
and conditions of this Letter.
IN THE WITNESS WHEREOF, I have executed this letter on
the date first written above.
/s/ Rogel Patawaran
Rogel Patawaran, President
Rogel Technologies
Agreed And Accepted
/s/ Thomas Hughes
By, Thomas Hughes, CEO
Betting, Inc.