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 MARCH 31, 2004 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: 0-9071 E.T. CORPORATION (Exact name of Registrant as Specified in Its Charter) Nevada 74-2026624 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 27127 Calle Arroyo, Suite 1923, San Juan Capistrano, California 92675 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number: (877) 613-3131 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value 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 March 31, 2004, the Registrant had 43,514,632 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X . TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS BALANCE SHEET AS OF MARCH 31, 2004 3 STATEMENTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION (OCTOBER 3, 1978) TO MARCH, 31, 2004, AND FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003 4 STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM INCEPTION (OCTOBER 3, 1978) TO MARCH, 31, 2004, AND FOR THE SIX MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003 5 NOTES TO FINANCIAL STATEMENTS 6 ITEM 2. PLAN OF OPERATION 7 ITEM 3. CONTROLS AND PROCEDURES 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 14 ITEM 2. CHANGES IN SECURITIES 14 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15 ITEM 5. OTHER INFORMATION 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15 SIGNATURES 15 PART I - FINANCIAL INFORMATION ITEM 1. FINANCAL STATEMENTS. E.T. CORPORATION (A Development Stage Company) BALANCE SHEET MARCH 31, 2004 (Unaudited) ASSETS Current Assets: Cash $ Total Assets LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts Payable $ 2,751 Long-Term Liabilities: Debenture Payable, JRM Financial Services, Inc. 902,821 Stockholders' Deficit: Preferred Stock, Par Value of $0.001; 10,000,000 Shares Authorized, None Outstanding 0 Common Stock, Par Value of $0.001; 190,000,000 Shares Authorized 43,514,632 Shares Issued and Outstanding 4,863,904 Additional Paid-In Capital 24,627,619 Accumulated Deficit (30,397,095) Stockholders' Deficit (905,572) Total Liabilities and Stockholders' Deficit 0 The accompanying notes are an integral part of these financial statements E.T. CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIOINS (Unaudited) <CAPTION) From Inception Three Months Ended Six Months Ended (October 3, 1978) March 31, March 31, March 31, March 31, to March 31, 2004 2004 2003 2004 2003 Revenues: $ 0 $ 0 $ 0 $ 0 $ 0 Expenses: Professional Fees 160,338 2,000 26,500 8,000 26,500 Auto Expenses 306,000 3,000 3,000 6,000 6,000 Consulting and Management Fees 14,856,157 75,000 91,175 150,000 177,175 Rent Expense 1,371,600 12,600 12,600 25,200 25,200 Telephone Expenses 923,000 9,000 9,000 18,000 18,000 Travel and Promotions 2,430,000 45,000 45,000 90,000 90,000 Transfer and Filing Fees 119,467 2,751 5,600 4,151 5,600 Amortization 8,143,848 0 0 0 0 Depreciation 534,886 0 0 0 0 Total General and Administrative Expenses 28,845,296 149,351 192,875 301,351 348,475 Other Income and (Expenses): Interest Expense 1,633,806 24,160 15,455 43,236 27,578 Forgiveness of Debt (82,007) 0 0 0 0 Total Other (Income) and Expenses 1,551,799 24,160 15,455 43,236 27,578 Net Loss $(30,397,095) $(173,511) $(208,330) $(344,587) $(376,053) Basic Diluted Loss Per Share N/A $ (0.00) $ (0.10) $ (0.01) $ (0.18) Weighted Average Shares Outstanding, (1) (1) Basic and Diluted N/A 43,514,632 2,019,066 43,514,632 2,137,676 (1) Shares Adjusted a 1 for 20 reverse stock split as of March 3, 2003. The accompanying notes are an integral partof the financial statements E.T. CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) From Inception For the Six Months (October 3, 1978) Ended March 31, to March 31, 2004 2004 2003 Cash Flows From Operating Activities: Net Loss for the Period $(30,397,095) $ (344,587) $ (376,053) Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: Amortization 8,143,848 0 0 Depreciation 534,886 0 0 Increase (Decrease) In Accounts Payable 2,751 (465) 0 Net Cash Used In Operating Activities (21,715,610) (345,052) (376,053) Cash Flows From Investing Activities: Acquisition of Fixed Assets (534,886) 0 0 Assets (8,143,848) 0 0 Net Cash Used In Investing Activities (8,678,734) 0 0 Cash Flows From Financing Activities: Increase (Decrease) in Debenture Payable JRM Financial Services, Inc. 902,821 345,052 (112,944) Issuance of Common Stock 29,491,523 0 527,175 Net Cash Provided By Financing Activities 30,394,344 345,052 414,231 INCREASE IN CASH 0 0 38,178 CASH, BEGINNING OF PERIOD 0 0 0 CASH, END OF PERIOD 0 0 38,178 The accompanying notes are an integral part of the financial statements E.T. CORPORATION (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 B BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with U.S. Securities and Exchange Commission ("SEC") requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the year ended September 30, 2003 financial statements of E.T. Corporation included in the Form 10-KSB filed with the SEC by the Company. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operation. All such adjustments are of a normal recurring nature. The Company is considered a development stage company as it has not generated revenues from its operations. NOTE 2 B RELATED PARTY TRANSACTION NOTE 2 O RELATED PARTY TRANSACTIONS Due to related parties at March 31, 2004 consisted of the following: Advances payable to an entity controlled by a major shareholder of the company represent advances, secured with floating debenture and due on demand $902,821 Total due to related parties $902,821 NOTE 3 B CONTINUED EXISTENCE As shown in the accompanying interim financial statements, the Company has incurred a net loss of $344,587 for the six months ended March 31, 2004. As of March 31, 2004, the Company reported an accumulated deficit of $30,397,095. The Company's ability to generate net income and positive cash flows is dependent on the ability to develop its business while reducing operating costs, as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. As of March 31, 2004, these factors raise substantial doubt about the Company's ability to continue as a going concern. 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 outcome of this uncertainty. The Company has a stockholders deficit of approximately $906,000 as of March 31, 2004. This raises substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. ITEM 2. PLAN OF OPERATION. The following plan of operation of the Registrant is based upon, and should be read in conjunction with, its audited financial statements and related notes included elsewhere in this Form 10-QSB, which have been prepared in accordance with accounting principles generally accepted in the United States. Twelve-Month Plan of Operation. The Registrant is continuing to attempt to expand its entry into "not-for-profit" fund raising using "1-900" "pay-per-call" telephone numbers. This involves its proprietary 1 900 telephone numbers: 1 900 "DEMOCRAT", 1 900 "REPUBLICAN", 1 900 "STOP ABUSE", 1 900 "HIV AIDS", 1 900 HIV KIDS, 1 900 "GET MADD" and others. With campaign finance reform an important issue in this country, the Registrant is currently making contacts with a number of organizations regarding potential use of its 1-900-DEMOCRAT and 1-900- REPUBLICAN numbers. These contacts have been with the offices of the Chairman of the Democratic National Committee, the Chairman of the Republican National Committee, the Clinton Presidential Library, and the Hillary Clinton Senatorial Campaign Committee, among others. These contacts came about as a result of introductions provided by consultants retained by the Company. These numbers could potentially raise hundreds of millions of dollars for both the Democratic and Republican parties. The Registrant is a development stage company and its board of directors and management has determined that the best way to develop interest in its 1-900 telephone lines is to make face-to-face contact with potential customers and financiers. The board of directors and management also has determined that it can best exploit its limited resources through the use of consultants rather than employees so as to minimize payroll taxes and health and retirement benefits that employees would require. The consultants' services provided to the Registrant include in-person solicitation of political action committees, charities, political candidates and parties across the United States to use the 1-900 telephone lines. To develop cash flow from the "1-900" concept, the Registrant will continue to rely on JRM Financial Services Corporation to finance the Registrant's ongoing overhead under the terms of the bearer debenture it holds until fund raising contracts have been signed (see notes to the audited financial statements contained elsewhere in this report. The Registrant has sufficient cash funds to maintain operations for the next twelve months. The Registrant's previously acquired proprietary software for the Internet Meta Crawler, "eSearchB2B.com." was transferred into eSearchB2B.com Inc. The Registrant announced prior to the end of the 2002 fiscal year that the company intended to spin-off its eSearchB2B.com Inc. subsidiary. During the 2003 fiscal year, the Registrant issued shares of this corporation to the shareholders of record of the Registrant as of August 30, 2002 on the basis of one share of BarterB2B Inc. (whose name was changed as of December 31, 2002 to BarterB2B Inc.) for each share of E.T. Corporation they owned. The Registrant's Internet timeshare web sites "timeshareonlinerealty.com" and "timeshareunitsales.com" have been transferred into "Timeshare Corporation", a Nevada corporation. The Registrant has also transferred these assets into a separate company that the Registrant intends to make into a separate public company in a similar fashion as BarterB2B Inc.; shares in that company have already been issued to shareholders of the Registrant as of August 30, 2002. As noted, the Registrant completed both these the transactions. The Registrant no longer has any control or input as to the operation of these separate corporations. Capital Expenditures. There were no material capital expenditures during the quarter ended March 31, 2004. Risk Factors Connected with Plan of Operation. (a) Limited Prior Operations, History of Operating Losses, and Accumulated Deficit May Affect Ability of Registrant to Survive. The Registrant has had limited prior operations to date. Since the Registrant's principal activities to date have been limited to organizational activities, research and development, and prospect development, it has no record of any revenue-producing operations. Consequently, there is only a limited operating history upon which to base an assumption that the Registrant will be able to achieve its business plans. In addition, the Registrant has only limited assets (which consist of the rights to use certain 1-900 telephone numbers). As a result, there can be no assurance that the Registrant will generate significant revenues in the future; and there can be no assurance that the Registrant will operate at a profitable level. If the Registrant is unable to obtain customers and generate sufficient revenues so that it can profitably operate, the Registrant's business will not succeed. Accordingly, the Registrant's prospects must be considered in light of the risks, expenses and difficulties frequently encountered in connection with the establishment of a new business. The Registrant has incurred net losses: $801,671 for the fiscal year ended September 30, 2002, $726,648 for the fiscal year ended September 30, 2003, $344,587 for the six months ended March 31, 2004, and $30,397,095 for the period from inception (October 3, 1978) to March 31, 2004. At March 31, 2004, the Registrant had an accumulated deficit of $30,397,095. This raises substantial doubt about the Registrant's ability to continue as a going concern. As a result of the fixed nature of many of the Registrant's expenses, the Registrant may be unable to adjust spending in a timely manner to compensate for any unexpected delays in the development and marketing of the Registrant=s products or any capital raising or revenue shortfall. Any such delays or shortfalls will have an immediate adverse impact on the Registrant's operations and financial condition. (b) Need for Additional Financing May Affect Operations and Plan of Business. The working capital requirements associated with the plan of business of the Registrant will continue to be significant (see Statements of Operations in the financial statements contained elsewhere in this Form 10-QSB). However, the Registrant anticipates, based on currently proposed assumptions relating to its operations (including with respect to costs and expenditures and projected cash flow from operations), that it can generate sufficient financing through a floating debenture with JRM Financial Services, Inc. (formerly held by Xanthos Management Corporation) to continue its operations for at least the next 12 months at the current level without requiring additional financing (through the use of the unused line of credit to draw on under this debenture). The Registrant does not anticipate, at the present time, needing to raise any additional capital in the next twelve months to implement its sales and marketing strategy and grow. In the event that the Registrant's plans change or its assumptions change (due to unanticipated expenses, technical difficulties, or otherwise), the Registrant would be required to seek additional financing sooner than currently anticipated or may be required to significantly curtail or cease its operations. Regardless of whether the Registrant's cash assets prove to be inadequate to meet the Registrant's operational needs, the Registrant might seek to compensate providers of services by issuance of stock in lieu of cash. If funding is insufficient at any time in the future, the Registrant may not be able to take advantage of business opportunities or respond to competitive pressures, any of which could have a negative impact on the business, operating results and financial condition. In addition, if additional shares were issued to obtain financing, current shareholders will suffer a dilutive effect on their percentage of stock ownership in the Registrant. (c) Loss of 1 900 Telephone Provider. At the close of business on February 14, 2004, AT&T discontinued its Multiquest 900 Services to all customers, through the Registrant's telecommunications service bureau, Network Telephone Services, Inc. Network Telephone has informed the Registrant that this discontinuance of service was consistent with the Memorandum of Opinion and Order from the Federal Communications Commission released on November 21, 2003. AT&T has so far refused to transfer the Registrant's 900 Multiquest number, 1 900 REPUBLICAN, to another carrier so that the company can continue to use this number (this action does not affect the other 1 900 numbers controlled by the Registrant, which were not serviced through AT&T). The Registrant is continuing in its efforts to regain control of this number. If the Registrant is unable to obtain a substitute telephone provider for this 1 900 number, then it could not be used, which could in turn affect future business prospects for the company. (d) Competition. The Registrant's activities in the fund raising industries involve a competitive industry. Many of the Registrant's competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, and greater brand recognition than the company does. The Registrant also expects to face additional competition as other established and emerging companies enter the fund raising business. (e) Loss of Any of Current Management Could Have Adverse Impact on Business and Prospects for Registrant. The Registrant's success may be dependent upon the hiring of qualified administrative personnel. None of the Registrant's officers and directors has an employment agreement with the Registrant; therefore, there can be no assurance that these personnel will remain employed by the Registrant after the termination of such agreements. Should any of these individuals cease to be affiliated with the Registrant for any reason before qualified replacements could be found, there could be material adverse effects on the Registrant's business and prospects in that replacement personnel may not understand the proposed business of the company. Also, the Registrant does not carry any key person insurance on any of the officers and directors of the company. In addition, all decisions with respect to the management of the Registrant will be made exclusively by the officers and directors of the Registrant. Shareholders of the Registrant will only have rights associated with such ownership to make decision that affect the Registrant. The success of the Registrant, to a large extent, will depend on the quality of the directors and officers of the Registrant. Accordingly, no person should invest in the shares unless he is willing to entrust all aspects of the management of the Registrant to the officers and directors. (f) Limitations on Liability, and Indemnification, of Directors and Officers May Result in Expenditures by Registrant. The Registrant's Articles of Incorporation include provisions to eliminate, to the fullest extent permitted by the Nevada Revised Statutes as in effect from time to time, the personal liability of directors of the Registrant for monetary damages arising from a breach of their fiduciary duties as directors. The Bylaws of the Registrant include provisions to the effect that the Registrant may, to the maximum extent permitted from time to time under applicable law, indemnify any director, officer, or employee to the extent that such indemnification and advancement of expense is permitted under such law, as it may from time to time be in effect. Any limitation on the liability of any director, or indemnification of directors, officer, or employees, could result in substantial expenditures being made by the Registrant in covering any liability of such persons or in indemnifying them. (g) Potential Conflicts of Interest May Affect Ability of Officers and Directors to Make Decisions in the Best Interests of Registrant. The officers and directors have other interests to which they devote time, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on boards of directors, and each will continue to do so notwithstanding the fact that management time may be necessary to the business of the Registrant. As a result, certain conflicts of interest may exist between the Registrant and its officers and/or directors, which may not be susceptible to resolution. All of the potential conflicts of interest will be resolved only through exercise by the directors of such judgment as is consistent with their fiduciary duties to the Registrant. It is the intention of management, so as to minimize any potential conflicts of interest, to present first to the board of directors to the Registrant, any proposed investments for its evaluation. A potential conflict of interest that arose was the negotiation of the debenture between the Registrant and JRM Financial Services, Inc. (see discussion under Item 12, below). Mr. Fowlds attempted to mitigate the potential conflict by abstaining from the board of director's vote on this financing package. The Registrant is not aware of any other potential conflicts of interest that have arisen. Sidney Fowlds, president, devotes approximately 40 hours per week to the activities of the Registrant. Other officers and directors are on an as needed basis. As indicated in the biographical backgrounds of the other company directors, they are all retired from their former careers. (h) Other External Factors May Affect Viability of Registrant. The industry of the Registrant in general is a speculative venture necessarily involving some substantial risk. There is no certainty that the expenditures to be made by the Registrant will result in a commercially profitable business. The marketability of the company's services will be affected by numerous factors beyond the control of the Registrant. These factors include market fluctuations, and the general state of the economy (including the rate of inflation, and local economic conditions), which can affect political contributions. Factors that leave less money in the hands of potential customers of the Registrant will likely have an adverse effect on the Registrant. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Registrant not receiving an adequate return on invested capital. (i) Non-Cumulative Voting May Affect Ability of Shareholders to Influence Registrant Decisions. Holders of the shares are not entitled to accumulate their votes for the election of directors or otherwise. Accordingly, the holders of a majority of the shares present at a meeting of shareholders will be able to elect all of the directors of the Registrant, and the minority shareholders will not be able to elect a representative to the Registrant's board of directors. (j) Absence of Cash Dividends May Affect Investment Value of Registrant's Stock. The board of directors does not anticipate paying cash dividends on the shares for the foreseeable future and intends to retain any future earnings to finance the growth of the Registrant's business. Payment of dividends, if any, will depend, among other factors, on earnings, capital requirements, and the general operating and financial condition of the Registrant, and will be subject to legal limitations on the payment of dividends out of paid-in capital. (k) Any Shares Issued to JRM Financial Services, Inc. in Payment of Debenture May Result in Dilution to Other Shareholders, and Control by JRM. Under the debenture agreement between the Registrant and JRM, JRM has the right to convert any portion or the entire principal amount due under the debenture that may at any time be outstanding into restricted common shares of the Registrant at a price of $0.50 per share. Any shares issued under the conversion privileges of this debenture shall carry an "A" share purchase warrant allowing the holder thereof to purchase from the Registrant, at a price of $0.75, one additional restricted share for each "A" share purchase warrant held. The share purchase warrant shall be valid for a period of two (2) years after the date of issuance of the said share purchase warrant. Any "A" share purchase warrants exercised will be issued one common share and one "B" share purchase warrant allowing the holder thereof to purchase from the Registrant, at a price of 1.00, one additional restricted share for each "B" share purchase warrant held. (l) No Assurance of Continued Public Trading Market and Risk of Low Priced Securities May Affect Market Value of Registrant's Stock. There has been only a limited public market for the common stock of the Registrant. The common stock of the Registrant is currently quoted on the Over the Counter Bulletin Board. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of the Registrant's securities. In addition, the common stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the U.S. Securities and Exchange Commission, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions), including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith. The regulations governing low-priced or penny stocks sometimes limit the ability of broker- dealers to sell the Registrant's common stock and thus, ultimately, the ability of the investors to sell their securities in the secondary market. (m) Effects of Failure to Maintain Market Makers. If the Registrant is unable to maintain a National Association of Securities Dealers, Inc. member broker/dealers as market makers, the liquidity of the common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market. There can be no assurance the Registrant will be able to maintain such market makers. Critical Accounting Policies. The SEC has issued Financial Reporting release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Registrant's most critical accounting policies include: (a) use of estimates in the preparation of financial statements; and (b) impairment of long-lived assets. The methods, estimates and judgments the Registrant uses in applying these most critical accounting policies have a significant impact on the results the Registrant reports in its financial statements. (a) Use of Estimates in the Preparation of Financial Statements. The preparation of the financial statements contained in this report requires the company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Registrant evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Registrant bases its estimates on historical experience and on various other assumptions that is believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. (b) Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount of fair value less costs to sell. Forward Looking Statements. The foregoing plan of operation contains "forward looking statements" within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward- looking statements. These are statements that relate to future periods and include, but are not limited to, statements as to the Registrant's estimates as to the adequacy of its capital resources, its need and ability to obtain additional financing, the features and benefits of its products, its growth strategy, the need for additional sales and support staff, its operating losses and negative cash flow, its critical accounting policies, its profitability and factors contributing to its future growth and profitability. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above, as well as risks related to the Registrant's ability to develop new technology and introduce new products, its ability to protect its intellectual property, and its ability to find additional financing. These forward-looking statements speak only as of the date hereof. The Registrant expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. ITEM 3. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. Within the 90 days prior to the end of the period covered by this report, the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). This evaluation was done under the supervision and with the participation of the Registrant's president and treasurer. Based upon that evaluation, they concluded that the Registrant's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Registrant's disclosure obligations under the Exchange Act. Changes in Disclosure Controls and Procedures. There were no significant changes in the Registrant's disclosure controls and procedures, or in factors that could significantly affect those controls and procedures since their most recent evaluation. PART II B OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibits. Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index. Reports on Form 8-K. No reports on Form 8-K were filed during the second quarter of the fiscal year covered by this Form 10-QSB. SIGNATURES 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. E.T. Corporation Dated: May 14, 2004 By: /s/ Sidney B. Fowlds Sidney B. Fowlds, President Dated: May 14, 2004 By: /s/ Anthony V. Feimann Anthony V. Feimann, Secretary/Treasurer EXHIBIT INDEX Number Description 2.1 Debenture issued by Xanthos Management Corporation (formerly known as Texas Petroleum Corporation) to the Registrant, dated October 31, 1992 (incorporated by reference to Exhibit 2.1 of the Form 10-KSB filed on January 17, 2001). 2.2 Agreement and Plan of Merger between eCom.com, Inc., a Colorado corporation, and eCom.com, Inc., a Nevada corporation, dated June 5, 2000 (incorporated by reference to Exhibit 2 to the Form 8-K filed on August 21, 2000). 3.1 Articles of Incorporation of the Registrant, dated May 30, 2000 (incorporated by reference to Exhibit 3.1 of the Form 10-QSB filed on August 21, 2000). 3.2 Certificate of Amendment of Articles of Incorporation of the Registrant, dated April 11, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10-KSB filed on January 14, 2003). 3.3 Bylaws of the Registrant, dated June 10, 2000 (incorporated by reference to Exhibit 3.2 of the Form 10-QSB filed on August 21, 2000). 4.1 Employee Stock Incentive Plan, dated June 1, 2000 (incorporated by reference to Exhibit 4.1 of the Form S-8 filed on June 2, 2000). 4.2 Retainer Stock Plan for Non-Employee Directors and Consultants, dated June 1, 2000 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on June 2, 2000). 4.3 Amended and Restated Retainer Stock Plan for Non-Employee Directors and Consultants (Amendment No. 1), dated October 22, 2001 (incorporated by reference to Exhibit 4 of the Form S-8 filed on November 1, 2001). 4.4 Amended and Restated Stock Incentive Plan, dated January 18, 2002 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on February 6, 2002) 4.5 Amended and Restated Retainer Stock Plan for Non-Employee Directors and Consultants (Amendment No. 2), dated May 1, 2002 (incorporated by reference to Exhibit 4.1 of the Form S-8 POS filed on May 7, 2002). 4.6 Amended and Restated Stock Incentive Plan (Amendment No. 2), dated May 1, 2002 (incorporated by reference to Exhibit 4.2 of the Form S-8 POS filed on May 7, 2002). 4.7 Amended and Restated Retainer Stock Plan for Non-Employee Directors and Consultants (Amendment No. 3), dated March 15, 2003 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on April 10, 2003). 31.1 Rule 13a-14(a)/15d-14(a) Certification of Sidney B. Fowlds (see below). 31.2 Rule 13a-14(a)/15d-14(a) Certification Anthony V. Feimann (see below). 32 Section 1350 Certification of Sidney B. Fowlds and Anthony V. Feimann (see below).