U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED ____________________
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM SEPTEMBER 1, 1998 TO DECEMBER
31, 1998
COMMISSION FILE NUMBER: 33-68570
eConnect
(Exact name of registrant as specified in its
charter)
Nevada 43-1239043
(State or jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
2500 Via Cabrillo Marina, Suite 112, San Pedro,
California 90731
(Address of principal executive offices)
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 August 13, 1999, the registrant had
60,523,775 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 SHEET AS OF DECEMBER 31, 1998 3
STATEMENT OF OPERATIONS FOR THE FOUR
MONTHS ENDED DECEMBER 31, 1998 4
STATEMENT OF CASH FLOWS FOR THE
FOUR MONTHS ENDED DECEMBER 31, 1998 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITIOND
AND RESULTS OF OPERATIONS 10
PART II
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF
PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE 13
PART I.
ITEM 1. FINANCIAL STATEMENTS.
eConnect
BALANCE SHEET
DECEMBER 31, 1998
(Unaudited))
ASSETS
CURRENT ASSETS - Cash $4,512
TOTAL ASSETS $4,512
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Consulting contract payable $237,000
Accrued expenses 44,816
Due to related party 24,169
Commissions payable 21,400
Total current liabilities 327,385
CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, $.01 par value;
100,000,000 shares
authorized, 14,475,234 shares
issued and outstanding 144,752
Additional paid-in capital 5,018,560
Accumulated deficit (5,486,185)
Total stockholders' deficit ( 322,873)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 4,512
See notes to financial statements
eConnect
STATEMENT OF OPERATIONS
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
(Unaudited)
OPERATING EXPENSES:
Consulting fees $ 8,050
General and administrative
expenses 6,788
Research and development expenses 1,300
Professional fees 2,445
Total operating expenses 18,583
NET LOSS $ (18,583)
BASIC LOSS PER COMMON SHARE $ (.001)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 14,344,284
See notes to financial statements
eConnect
STATEMENT OF CASH FLOWS
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(18,583)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Issuance of stock for services 8,050
Changes in operating assets and
liabilities:
Accrued expenses (2,155)
Due to related party 5,200
Net cash used by operating activities (7,488)
CASH FLOWS FROM FINANCING ACTIVITIES -
Issuance of stock for cash 12,000
NET INCREASE IN CASH 4,512
CASH, BEGINNING OF PERIOD 0
CASH, END OF PERIOD $ 4,512
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 0
Income taxes $ 0
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING
ACTIVITY:
The Company issued 161,000 shares of its restricted
stock for services rendered during the period.
See notes to financial statements
eConnect
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Summary of Significant Accounting Policies.
Basis of Presentation - The financial statements
included herein are for the transition period
September 1, 1998 through December 31, 1998.
eConnect's (formerly Betting, Inc.; "Company") former
fiscal year was August 31. A Form 10-KSB was filed
with the U.S. Securities Exchange Commission ("SEC")
for the year ended August 31, 1998. In the opinion
of management, the financial information in this
report reflects all adjustments that are necessary
for a fair presentation.
In connection with the Company's change from a
Missouri corporation to a Nevada corporation, its
fiscal year was changed from August 31 to December 31
and its par value was changed from $0.01 per share to
$0.001 per share. The SEC requires the filing of
Form 10-QSB for the "Transition Period" (September 1
- - December 31, 1998). The Company will, as of
December 31, 1999, be required to file Form 10-KSB
containing audited financial statements covering the
calendar year 1999 and the Transition Period.
Description of Business - The Company was formed
in 1983 in Missouri under the name Handy-Top, Inc.
The name was changed to Leggoons, Inc. in 1993.
Leggoons, a reporting company, was involved in the
apparel business until its discontinuance of
operations in 1996 (all assets were assigned for the
benefit of creditors; similar to a bankruptcy).
Leggoons continued to maintain its corporate status.
In 1997, Leggoons entered into an agreement to
license assets from Electronic Transactions &
Technology ("ET&T"). Tom Hughes, Chairman and
majority shareholder of ET&T, became Chairman of
Leggoons and received 1,000,000 shares of restricted
common stock for consulting services rendered to the
Company. On March 1, 1997, Leggoons changed its name
to Betting, Inc. On June 4, 1999, the Company
changed its name to eConnect.
The Company is developing the software to
facilitate off-site betting transactions through ATM
cards or smart cards. The Company will act as the
interface that will communicate data to the gaming
operators, receive back their acknowledgement of the
transaction and then pass on the gaming
acknowledgement to the customer and the bank host
processing center. The business model of the Company
is to receive a fee per transaction paid by the bank
host processing center at the moment of the
transaction. In general, this fee will range from 2%
to 6% of the wager.
The Company has also licensed technology from
ET&T to develop products which utilize Personal
Encrypted Remote Financial Electronic Card
Transaction technology to allow consumers to purchase
consumer products on-line at home or in outside
locations (such as medical or dental offices).
The Company has funded its development through
the private sale of its common stock for cash and
services. It is in the process of filing an SB-2
with the Securities and Exchange Commission ("SEC")
to raise up to $8.6 million to fund development and
implementation of its business model.
Going Concern - The Company experienced
significant operating losses since 1997 and has no
operating revenues. The Company has funded its
operations through the issuance of stock for cash and
services. The financial statements have been
prepared assuming the Company will continue to
operate as a going concern which contemplates the
realization of assets and the settlement of
liabilities in the normal course of business. No
adjustment has been made to the recorded amount of
assets or the recorded amount or classification of
liabilities which would be required if the Company
were unable to continue its operations. As discussed
in Note 5, the viability of the Company is dependent
upon raising sufficient capital to fund the
development of its products and continued positive
cash flows from its acquired companies.
Fair Value of Financial Instruments - The
carrying value of all financial instruments
potentially subject to valuation risk (principally
consisting of contract payable and accrued expenses)
approximates fair value due to the short-term
maturities of such instruments.
Consulting Contract Payable - The Company has a
contract payable to Rogel Technologies ("Rogel") for
development of software. The contract was satisfied
in full in connection with the Company's acquisition
of Rogel in May 1999 (see Note 7).
Stockholders' Equity (Deficit) - The following
valuation policies were used so that a financial
value can be assigned to stock issuance transactions:
the closing "market" stock price on the day of each
common stock issuance was used to determine "fair
market value" of unrestricted common shares issued;
the closing "market" stock price on the day of each
common stock issuance less a 50% discount was used to
determine "fair market value" of restricted common
shares issued.
Research and Development Costs - Research and
development costs are charged to expense when
incurred. Costs incurred to internally develop
software, including costs incurred during all phases
of development, are charged to expense as incurred.
Income Taxes - Income taxes are provided based
on earnings reported for financial statement
purposes. In accordance with FASB Statement No. 109,
the asset and liability method requires the
recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary
differences between tax basis and financial reporting
basis of assets and liabilities.
At December 31, 1998, the Company has available
net operating loss carryovers of approximately $4.7
million that will expire in various periods through
2013. Such losses may not be fully deductible due to
the significant amounts of non-cash service costs and
the change in ownership rules under Section 382 of
the Internal Revenue Code. The Company has
established a valuation allowance for the full tax
benefit of the operating loss carryovers due to the
uncertainty regarding realization of the asset.
Loss Per Share - The Company adopted the
provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation,
presentation and disclosure of earnings per share
("EPS"), replacing the presentation of Primary EPS
with a presentation of Basic EPS. It also requires
dual presentation of Basic EPS and Diluted EPS on the
face of the income statement for entities with
complex capital structures. The Company did not
present Diluted EPS since the result was anti-
dilutive.
Pervasiveness of Estimates - The preparation of
financial statements in conformity with generally
accepted accounting principles requires management to
make estimates and assumptions that affect the
reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
New Accounting Pronouncements - SFAS No. 130,
"Reporting Comprehensive Income", establishes
standards for reporting and displaying comprehensive
income and its components in financial statements.
For the period ended December 31, 1998, SFAS No. 130
was not considered applicable to the Company's
operations. The Company does not expect its impact
on the financial Statements to be significant in
1999.
2. Financial Statement for Prior Period.
The condensed financial statements of the
Company for the four-month period ended December 31,
1997 (unaudited) are as follows:
Revenues: $ 0
Consulting fees: 63,450
General and administrative expenses: 31,245
Net loss: $94,695
Basic loss per share: $ (.01)
3. License Agreements.
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. 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 of
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 an amendment of the original agreement that
provides 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
Company is currently negotiating an extension of the
agreement.
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, ET&T shall have the option to
purchase up to 13,822,000 additional shares of the
Company's common stock at an exercise price of $.30
per share.
ET&T has also licensed the global intellectual
rights of four products to the Company. 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. As of December 31,
1998, none of the products were perfected.
Subsequent to December 31, 1998 "The Pay Master" was
perfected. The liability was satisfied in full in
June 1999 through the issuance of common stock.
3. Commitments and Contingencies.
Consent Decree - The Company has entered into a
consent decree with the U.S. Securities and Exchange
Commission ("SEC") concerning the non-filing of the
1997 and 1998 Form 10Ks and Form 10Qs for the first
three quarters of fiscal 1998, and the corresponding
Notifications of Late Filings (Form 12b-25). The
consent decree has been entered in the United States
District Court and resulted in the issuance of a
permanent injunction prohibiting the Company from
violating the requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934. Since
the consent decree was entered, the Company has been
late with the following reports: (a) Form 10QSB for
the quarter ended February 28, 1999 (due by April 29,
1999 because of the filing of a Form 12b-25) - filed
with the SEC on May 28, 1999 and (b) Form 10QSB for
the quarter ended June 30, 1999 (due by August 14,
1999) - filed with the SEC on August 23, 1999 (due to
an error in the CIK code for the Company entered on
the EDGAR electronic filing system); and (c) this
Form 10-QSB for the transition period ended December
31, 1998. The Company to date has not received any
communication from the SEC with regard to these late
reports.
Litigation - On August 19, 1999, a Canadian
investment firm threatened to file suit against the
Company in connection with providing certain funds to
the Company in the amount of $500,000 in connection
with debenture monies received subsequent to
December 31, 1998 (funds received were $417,500, net
of a $82,500 fee). The Company intends to vigorously
defend any such action and to pursue applicable
counterclaims under federal securities laws and
regulations. Because no formal action has been taken
on the threatened litigation, Company counsel is not
able to opine on the matter. A liability of $500,000
was recorded when the funds were received and is so
included on its 10QSB filed for the period ended June
30, 1999.
4. Management Plans.
As discussed in Note 7, the Company has acquired
two businesses and is currently in the process of
filing an SB-2 with the SEC to raise up to $8.6
million to fund development and implementation of its
business model. Management expects that successful
completion of the offering and cash flows from
operations of its acquired businesses will be
adequate to finance the 1999 cash flow requirements.
Should the Company be unsuccessful in raising
sufficient funds, management has developed alternate
plans which include but are not limited to, merging
with another company and obtaining additional cash
through the private sale of equity.
5. Year 2000 Compliance.
The Company utilizes computer hardware and
software in its operations. Any of the Company's
programs that recognize a date using "00" as the year
1900 rather than the year 2000 could result in errors
or system failures.
The Company has completed an evaluation of its
computer hardware and software and believes that its
mission critical systems are year 2000 compliant.
6. Subsequent Events.
Lease Agreement - The Company entered into an
agreement to lease an office facility on a month-to-
month operating lease beginning June 15, 1999. The
actual base rent is $1,475 per month.
Acquisitions - The Company filed an SB-2 shelf
offering with the SEC on June 1, 1999 which became
effective July 22, 1999. A maximum of 20,000,000
shares of its common stock is available to acquire
certain businesses.
In May 1999, the Company filed an S-8 with the
SEC to register 900,000 shares of its common stock
for the Retainer Stock Plan for Non-Employee
Directors and Consultants. Such shares were issued
to certain directors and consultants for services
rendered subsequent to December 31, 1998.
In May 1999, the Company entered into an
agreement to acquire Rogel Technologies. The
agreement provides for the issuance of 5,250,000
shares of its common stock and issuance of 1,250,000
options to purchase additional shares of its common
stock at prices ranging from $.50 to $2.00 per share.
In addition, the Company will pay a management fee of
$200,000 per year and 12.5% of the net profits (as
defined) of this subsidiary as an administration fee.
In August 1999, the Company acquired the stock
of eBet.com, Inc. in exchange for 2,600,000 shares of
its common stock and cash of $225,000.
In March 1999, the Company issued shares of its
common stock (restricted) to ET&T (a company which is
majority owned by the Company's chairman) in full
satisfaction of the liability for perfecting the "Pay
Master" technology.
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.
During the four months ended December 31, 1998, the
Company was largely inactive. There were no
revenues, minor expenses and 191,000 common shares
(restricted) issued out of total shares outstanding
of 14,284,234 or 1.34%.
The following table presents the unaudited results of
operations for the four months ended December 31,
1998 and 1997:
Four Months Ended December 31,
1998 1997
Revenue 0 0
Operating
Expenses:
Paid in cash or
accrued 10,533 12,105
Paid in stock
for services
rendered 8,050 82,590
Total 18,583 94,695
Net Loss $18,583 $94,695
Shares of stock issued for services rendered were
161,000 shares and 1,769,000 shares for the four
months ended December 31, 1998 and December 31, 1997
respectively.
Liquidity and Capital Reserves.
The Company experienced significant operating
losses since 1997 and has no operating revenues. The
Company has through December 31, 1998 largely funded
its operations through the issuance of stock for
services. The viability of the Company is dependent
upon raising sufficient capital to fund the
development of its products and generate positive
cash flows from its acquired companies.
As an alternative, there are plans which include
but are not limited to merging with another company
and obtaining additional cash through the private
sale of equity. While management is cautiously
optimistic that its plans will be successful, there
can be no guarantee that they will be.
Capital Expenditures.
No material capital expenditures were made
during the transition period ended on December 31,
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.
As of December 31, 1998, the Company was 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 as of said
date.
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 transition period
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 transition period
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
Dated: September 1, 1999
By: /s/ Thomas S. 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 Amendment of Articles of Incorporation,
incorporated by reference to Exhibit 3.3 of
the Registration Statement on Form SB-2 filed
on August 30, 1999.
3.4 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/A
for the period ended on August 31, 1998).
10.4 ET&T Licensing Agreement (incorporated by
reference to Exhibit 10.4 of the Form 10-KSB/A
for the period ended on August 31, 1998).
10.5 Letter of Commitment between Rogel
Technologies and the Company (incorporated by
reference to Exhibit 10.5 of the Form 10-QSB for
the period ended on June 30, 1999).
27 Financial Data Schedule (see below).