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
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 incorporation (I.R.S. Employer
or organization) Identification No.)
2500 Via Cabrillo Marina, Suite 112, San Pedro, California 90731
(Address of principal executive offices) (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 Disclosure 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
AND 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 12
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
Due from a related party 1,369,971
Property and equipment 5,478 0
___________ __________
Total Assets $ 3,622,167 $ 8,862
__________ __________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 440,331 $ 305,121
Due to a related party 0 24,169
Debenture payable 500,000 0
Common stock payable 1,411,000 0
Current portion - due vendor 60,000 0
___________ __________
Total current liabilities 2,411,331 329,290
Long Term Liability
Due vendor - less current portion
of $60,000 580,000 0
___________ __________
Total liabilities 2,991,331 329,290
___________ __________
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 30,885,100
and 14,475,234, respectively 30,885 144,752
Additional paid-in capital 10,000,757 5,018,560
Accumulated deficit (9,400,806) (5,483,740)
___________ ___________
Total stockholders' equity
(Deficit) 630,836 (320,428)
___________ ____________
Total Liabilities and Stockholders'
Equity (Deficit) $ 3,622,167 $ 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
Revenues $ 0 $ 0 $ 0 $ 0
Cost of Sales 0 0 0 0
Gross Profit 0 0 0 0
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 $ 2,598,750 $ 0
______________ ____________
Interest paid $ 97,500 $ 0
See accompanying Notes To Interim Financial Statements.
eCONNECT
NOTES TO INTERIM FINANCIAL STATEMENTS
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 Restricted Stock issued to ET&T: 5,400,000 shares
_________
9,400,000 shares
Value at $0.27 to $0.28 per share: 2,598,750
Assumption of ET&T liability: 706,810
_________
Total Charges 3,494,971
_________
Credits
License fee (Note 6B): 2,000,000
Restitution (Note 6C): 125,000
_________
Total Credits: 2,125,000
__________
Due from ET&T and Mr. Hughes: $1,369,971
__________
5. Acquisition.
the Company acquired a 100% interest in Rogel Technologies in May 1999.
Revenues were $247,000 and the net loss was $75,000 for the six months
ended June 30, 1999; revenues were $84,000 and the net profit was
$2,600 for the six months ended June 30, 1998. 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.
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 FINANCIAL CONDITION
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
revenues 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) Special Meeting of the shareholders of the Company was held on
May 21, 1999.
(b) The shareholders 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 Amendment 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 repeort to be
signed on its behalf by the undersigned, thereunto duly authorized.
eConnect
Dated: November 16, 1999 By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
EXHIBIT INDEX
Exhibit Description
No.
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 refereence
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).