U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the
Three months ended March 31, 2004
Commission file number: 0-25853
ELECTRONIC GAME CARD, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0570975
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
19th Floor
712 5th Ave
New York, NY 10019
- ------------------------------------------ ---------------------------
(Address of principal executive office) (Zip Code)
(646) 723-8946
----------------------
(Issuer's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of each exchange on which registered
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.001
Check whether the issuer: (1) 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) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|.
State the aggregate market value of the voting and nonvoting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days.
As of April 1, 2004, the aggregate market value of all shares of voting stock
held by non-affiliates was $29,135,340. In determining this figure, the
Registrant has assumed that all directors and executive officers are affiliates.
Such assumption shall not be deemed conclusive for any other purpose.
As of May 10, 2004, issuer had 21,035,118 shares of issued and outstanding
common stock, par value $0.001.
Transitional Small Business Disclosure Format (check one): Yes ; No X
TABLE OF CONTENTS
Page
Condensed consolidated Balance Sheet.......................................... 1
Condensed consolidated statement of operations ............................... 2
Condensed consolidated statement of cash flows ............................... 3
Notes to the condensed consolidated financial statements ..................... 4
Item 2 Management discussion and Analysis of Financial Condition or Plan of Operation 17
Item 4 Controls and Procedures ...................................................... 17
Part II
Other information ............................................................. 20
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
March 31, December 31,
------------------------------
2004 2003
----------- -----------
ASSETS:
CURRENT ASSETS:
Cash & Cash Equivalents $ 4,109,405 $ 6,732
Prepaid Expense 475,617 6,873
Value Added Tax Receivable 0 7,868
Current Debtors 80,250 0
Note Receivable 0 42,270
--------- ---------
Total Current Assets 4,665,272 63,743
--------- ---------
PROPERTY AND EQUIPMENT:
Plant and Machinery Equipment 34,997 6,015
Office Equipment 8,598 8,598
Less: Accumulated Depreciation 0 (6,177)
--------- ---------
Net Fixed Assets 43,595 8,436
--------- ---------
Net Assets of Discontinued Operations 0 50,040
--------- ---------
TOTAL ASSETS $4,708,867 $ 122,219
========= =========
The accompanying notes are an integral part of these financial statements.
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
March 31, December 31,
------------------------------
2004 2003
------------- -------------
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES:
----------- -----------
Accounts Payable $ 170,731 $297,357
Bank Overdraft 39,279 0
Accrued Liabilities 31,776 101,388
Other current liabilities 111,987 0
----------- -----------
Total Current Liabilities 353,773 398,745
----------- -----------
NON-CURRENT LIABILITIES:
Long Term Note Payable 283,168 912,205
----------- -----------
Total Non-Current Liabilities 636,941 912,205
----------- -----------
Net Liabilities of Discontinued Operations 0 6,785
----------- -----------
TOTAL LIABILITIES 636,941 1,317,735
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
Authorized 100,000,000 shares
Issued at March 31 2004
20,676,812 20,677 13,823
----------- -----------
Paid-In Capital 6,027,215 --
----------- -----------
Currency Translation Adjustment (147,475) (118,441)
----------- -----------
Retained Deficit (1,828,490) (1,090,898)
----------- -----------
TOTAL STOCKHOLDERS'S EQUITY 4,071,927 (1,195,516)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $,4,708,868 $ 122,219
----------- -----------
The accompanying notes are an integral part of these financial statements.
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the 3 months
Ended March 31,
--------------------------------
2004 2003
-------------- --------------
Revenue: $ 80,250 $ 0
Cost of Good Sold 0 9,633
-------------- --------------
Gross Profit 80,250 (9,633)
-------------- --------------
Expenses:
Selling and Marketing Expense 180,361 38,100
General & Administrative 51,278 19,289
Consulting Expenses 277,202 130,560
Salaries and Wages 309,343 65,350
-------------- --------------
Total Operating Expenses 818,183 253,299
-------------- --------------
Loss from Operations (737,933) (262,932)
Other Income (Expense)
Interest, Net (340) (4,122)
-------------- --------------
Net Loss from Operations before Taxes (737,593) (267,054)
Income Taxes (0) (0)
-------------- --------------
Net Loss from Operations (737,593) (267,054)
-------------- --------------
Basic Loss Per Share: $ (0.04) $ (0.033)
-------------- --------------
Weighted Average Shares 17,276,812 8,000,000
============== ==============
The accompanying notes are an integral part of these financial statements.
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the 3 Months Ended
March 31,
2004 2003
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (737,592) $ (267,054)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation 8,717 0
Foreign Currency Translation (29,034) 60,385
Change in operating assets and liabilities:
(Increase) Decrease in Current Assets (498,856) (4,204)
(Increase) Decrease in Fixed Assets 6,164 (3,137)
Increase (Decrease) in Accounts Payable (51,757) 46,021
Increase (Decrease) in loans payable (629,037) 171,068
-------------- --------------
Net Cash Used in continuing activities (1,931,395) 3,079
-------------- --------------
Net Cash Used in operating activities (1,931,395) 3,079
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued 6,854 0
Additional paid capital 6,027,215 0
-------------- --------------
Net Cash Provided by Financing Activities 6,034,069 0
-------------- --------------
Net (Decrease) Increase in Cash 4,102,0674 3,079
Cash at Beginning of Period 6,732 13,720
-------------- --------------
Cash at End of Period $ 4,109,405 $ 16,800
============== ==============
The accompanying notes are an integral part of these financial statements.
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Electronic Game, Inc. (Formerly
Scientific Energy, Inc.) (a development stage company) is presented to assist in
understanding the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
INTERIM REPORTING
The unaudited financial statements as of March 31, 2004 do, in the opinion of
the management, after all adjustments(which include only normal recurring
adjustments necessary) fairly state the financial position and results of
operations for the three months. Operating results for interim periods are
necessarily indicative of the results which can be expected for full years
NATURE OF OPERATIONS AND GOING CONCERN
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern, which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions and events cast doubt about the Company's ability to continue
as a going concern. The Company has incurred net losses of approximately
$737,592,for the period to March 31, 2004, and has raised additional financing
in order to finance its business activities on an ongoing basis. The Company
closed a private placement on February 20, 2004 which raised $ 6,115,987 net of
costs.
The Company's future capital requirements will depend on numerous factors
including, but not limited to, continued progress in developing its products,
and market penetration and profitable operations from sale of its electronic
game cards.
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
PRINCIPALS OF CONSOLIDATION
The consolidated financial statements include the accounts of the following
companies:
o Electronic Game Card, Inc. (Formerly Scientific Energy, Inc.) ( Nevada
Corporation)
o Electronic Game Card, Ltd. (United Kingdom Corporation)
o Electronic Game Card Marketing (A Delaware Corporation)
o Scientific Energy, Inc. (Nevada Corporation)
The results of subsidiaries acquired during the year are consolidated from their
effective dates of acquisition. All significant intercompany accounts and
transactions have been eliminated.
NATURE OF BUSINESS
The Company plans to engage in the development, marketing, sale and distribution
of recreational electronic software which primarily targeted towards lottery and
sales promotion markets through its Great Britain subsidiary.
CONCENTRATION OF CREDIT RISK
The Company has no significant off-balance-sheet concentrations of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
REVENUE RECOGNITION
Revenue is recognized from sales of product at the time of shipment to
customers.
FOREIGN CURRENCY TRANSLATION
The Company's primary functional currency is the British Pound. Monetary assets
and liabilities resulting from transactions with foreign suppliers and customers
are remeasured at year-end exchange rates. All other assets, liabilities, and
stockholders' equity are remeasured at historical exchange rates for past
transactions and at year-end exchange rates for current and future transactions.
Revenue and expense accounts are remeasured at the average exchange rates in
effect during the year, except those related to assets and liabilities, which
are remeasured at historical exchange rates. Remeasurement gains and losses are
included in income.
The Company's reporting currency is the U.S. dollar. Balance sheet accounts are
translated at year-end exchange rates and revenue and expense accounts are
translated at the average exchange rates in effect during the year. Translation
gains and losses are included as a separate component of stockholders' equity.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles required 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.
LOSS PER SHARE
Basic loss per share has been computed by dividing the loss for the year
applicable to the common stockholders by the weighted average number of common
shares outstanding during the years.
ELECTRONIC GAME CARD, INC.
(Formerly Scientific Energy, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
INCOME TAXES
The Company accounts for income taxes under the provisions of SFAS No. 109,
AAccounting for Income Taxes.@ SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
STOCK COMPENSATION FOR NON-EMPLOYEES
The Company accounts for the fair value of its stock compensation grants for
non-employees in accordance with FASB Statement 123. The fair value of each
grant is equal to the market price of the Company's stock on the date of grant
if an active market exists or at a value determined in an arms length
negotiation between the Company and the non-employee.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, as of December 31, 2003, the Company did not
have significant cash or other material assets, nor did it have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.
NOTE 8- COMMON STOCK TRANSACTIONS
On August 2, 2002, the Company issued 99 shares at 1.00 British Pound or the
equivalent of $1.60, these shares were later forward split to 12,696,595 shares
in connection with the acquisition of Scientific Energy and it was recorded by
$12,539 credit to common stock of and a debit to retained earnings of $12,539.
All references to stock reflect the stock split.
On December 5, 2003, an additional 1,126,467 shares were issued to the previous
owners of Scientific Energy, Inc. and for the conversion of a note payable of
$31,344.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
Electronic Game Card, Inc., is a supplier of innovative gaming devices to the
lottery and promotional industry worldwide. Our lead product is the EGC
GameCard, a revolutionary credit card-sized pocket game combining interactive
capability with "instant win" excitement. We are a development stage company, we
had revenues of $8,317 from operations, and we expect to generate further
revenues in the near future. For fiscal year ended December 31, 2003, we
incurred net losses of $542,790.
Between December 11, 2003, and February 20, 2004, the Company sold an aggregate
total of 6,833,750 shares of common stock. The Company issued a press release on
February 23, 2004 announcing the closing of this private equity financing. All
of these sales were made in reliance upon exemptions from registration under the
Securities Act of 1933, as amended (the "Act"). We sold all of these common
stock shares for $1.00 per share. For every two common stock shares sold the
purchaser of those shares received a warrant to purchase an additional common
stock share at an exercise price of $1.00 each. Accordingly, 3,416,875 warrants
in total were issued. In addition to selling those shares, we issued warrants to
purchase up to 683,375 shares of our common stock to various investment advisors
and consultants. These warrants are exercisable at the price of $1.25 per share.
THE COMPANY
Electronic Game Card, Inc. (referred to as "EGC", "us", "we" or "Company") is a
supplier of innovative gaming devices to the lottery and promotional industry
worldwide. Our lead product is the EGC GameCard, a revolutionary credit
card-sized pocket game combining interactive capability with "instant win"
excitement.
The EGC GameCard was designed by us to be rich in functionality, customizable,
extremely portable, and relatively inexpensive. Each EGC GameCard includes a
microprocessor, LCD, and long life power source, as well as state of the art
security features protecting both the consumer and the promoter. Our EGC
GameCard weighs in at just under one half an ounce and is only 3mm thick.
We have identified two distinct markets for our GameCard product: the Lottery
market and the Sales Promotion market.
LOTTERY MARKET
Lottery operators currently make use of paper scratch cards to give players an
"instant" win or lose reward experience. This "instant" market currently
attracts approximately $30 billion (22%) of the total worldwide lottery gaming
market estimated at $140 billion. Over the last several years, scratch cards
have become increasingly large and complex to accommodate consumer demand for
multiple plays and multiple chances to win. Consumers currently pay as much as
$30.00 per scratch card for this type of player experience.
We believe our EGC GameCard is the next evolution of the scratch card, offering
multiple plays and multiple chances to win in a credit card-sized medium that is
within the pricing parameters of state lottery operators. To access the lottery
market in the most expeditious manner possible, we signed an exclusive
distributorship in May 2003 with Scientific Games International, Inc., (NASDAQ:
SGMS), the largest printer and wholesaler of "instant" win scratch cards to the
worldwide lottery market. Scientific Games supplies over 70% of the scratch card
needs to the worldwide lottery market and, equally important, is intimately
involved in bringing new innovative products to the state lotteries. The
exclusivity conditions of the agreement are contingent upon Scientific Games
hitting pre-determined volume levels of EGC GameCard product over the term of
the agreement.
SALES PROMOTION MARKET
The sales promotion market consists broadly of "giveaways" by corporations for
use in loyalty programs, incentive programs, advertising, promotions, marketing,
competitions and the like. The market for promotional items is extremely large
and is estimated at $100 billion worldwide. Newspapers, magazines and direct
mail solicitations offer rewards, frequently using scratch cards, coupons and
other forms of entry to engage consumers in promotional competitions. While our
EGC GameCard can be applied to a broad range of potential promotional
opportunities, we have focused our efforts initially on hotel promotions, casino
promotions, newspaper promotions and direct mail solicitations. We have entered
into a two year exclusive agreement with Clegg Industries, Inc., a direct mail
promotions specialist in the United States, to utilize our EGC GameCard in
direct mail campaigns in the United States. The exclusivity conditions of the
agreement are contingent upon Clegg Industries hitting pre-determined volume
levels of EGC GameCard product over the term of the agreement.
Each EGC GameCard is developed by us with direct input from our clients on the
style and functionality of the card. The GameCard`s are produced in China
through an exclusive manufacturing agreement with a large Chinese manufacturer.
We hold international patents on our technology and have applied for patent
protection in the United States.
The Company owns 100% of the share capital of Electronic Game Card, Ltd., a
company incorporated under the laws of England, through its wholly owned U.S.
subsidiary Electronic Game Card Marketing, Inc. (Delaware).
BUSINESS STRATEGY
During the first half of 2003 the Company was successful in establishing the
mass production of the EGC GameCard. This necessitated the identification of
manufacturing sources, quality control assessors and insurance agents. The
Company is now in a position to begin the marketing of the EGC GameCard and has
distribution agreements in place with Scientific Games International, Inc., for
the exclusive, global distribution of EGC GameCard's in the lottery industry,
and with Clegg Industries, Inc., for the exclusive distribution of the EGC
GameCard in U.S. direct mail promotions. Both distribution agreements are
contingent upon sales targets. We intend to establish additional distribution
agreements in the future to supplement the planned growth of our own sales and
marketing resources.
In January 2004 we opened a New York sales office to deal directly with
specialist agencies in the sales promotion market in the United States. We also
intend to open a similar office in Tokyo in the spring of 2004. The Company
maintains its European headquarters at 32 Haymarket, London, SW1Y 4TP, United
Kingdom. It is the Company's intention to staff each of these offices with
sufficient sales and marketing personnel to address their respective markets.
Staff will be responsible for liaising with the distributors of the EGC GameCard
and ensuring that product is delivered to clients via the centralized production
process.
We believe that we have the opportunity to become a leading business providing
an innovative gaming, platform technology servicing the sales promotion and
lottery markets in the next five years if we successfully execute our growth
strategy.
We intend to sell our products through an internal sales team as well as through
licensing agreements with certain third parties. Our internal sales team
consists of 2 individuals, and we are planning to add to our sales staff upon
completion of this offering. We currently have sales offices in London, and have
recently opened an office in New York. We plan to open in office in Tokyo in the
first half of 2004. Our sales team has relevant experience in their appropriate
markets. We also intend to utilize a customer relationship management system to
allow our staff to share information directly with sales agents.
In addition to our current and planned sales team, we are also working closely
with strategic partners to distribute our products. We typically enter into
exclusive contracts with our strategic partners for a specific market and
geography. Each contract includes performance measures that must be achieved to
maintain exclusivity. Our current third party partners include Scientific Games,
Inc. and Clegg Industries.