UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2004
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-25853
Electronic Game Card, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer 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 Avenue, New York, NY 10019
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(646) 723-8946
- --------------------------------------------------------------------------------
(Issuer's telephone number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: June 30, 2004 20,676,812
---------------------------------
Transitional Small Business Disclosure Format (check one). Yes [_]; No [X]
PART I
ITEM 1. FINANCIAL STATEMENTS
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
2004 2003
----------- -----------
ASSETS:
CURRENT ASSETS:
Cash & Cash Equivalents $ 2,453,551 $ 6,732
Accounts Receivable 80,250 --
Raw Materials Inventory 12,649
Prepaid Expense 6,985 6,873
Value Added Tax Receivable 22,783 7,868
Related Party Receivable 173,796 --
Note Receivable 77,277 42,270
----------- -----------
Total Current Assets 2,827,291 63,743
----------- -----------
PROPERTY AND EQUIPMENT:
Plant and Machinery Equipment 6,776 6,015
Office Equipment 57,361 8,598
Furniture & Fixtures 345 --
Less: Accumulated Depreciation (20,631) (6,177)
----------- -----------
Net Fixed Assets 43,851 8,436
----------- -----------
Net Assets of Discontinued Operations 50,040 50,040
----------- -----------
TOTAL ASSETS $ 2,921,182 $ 122,219
=========== ===========
1
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Continued)
(Unaudited)
June 30, December 31,
2004 2003
----------- -----------
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable $ 136,581 $ 297,357
Accrued Payroll Liabilities 87,124 101,388
----------- -----------
Total Current Liabilities 223,705 398,745
----------- -----------
NON-CURRENT LIABILITIES:
Long Term Note Payable -- 912,205
----------- -----------
Total Non-Current Liabilities -- 912,205
----------- -----------
Net Liabilities of Discontinued Operations 11,842 6,785
----------- -----------
TOTAL LIABILITIES 235,547 1,317,735
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
Authorized 100,000,000 shares
Issued 20,676,812 and 13,823,062 shares at
June 30, 2004 and December 31, 2003 20,677 13,823
Paid-In Capital 6,103,412 --
Currency Translation Adjustment (557,665) (118,441)
Retained Deficit (157,495) (157,495)
Deficit Accumulated During the Development Stage (2,723,294) (933,403)
----------- -----------
TOTAL STOCKHOLDERS'S EQUITY 2,685,635 (1,195,516)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY $ 2,921,182 $ 122,219
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
April 6, 2000
For the Three Months Ended For the Six Months Ended Inception of
June 30, June 30, Development
2004 2003 2004 2003 Stage
----------- ----------- ----------- ----------- -----------
Revenue: $ -- $ -- $ 80,250 $ -- $ 88,567
Cost of Good Sold -- -- -- -- 13,452
----------- ----------- ----------- ----------- -----------
Gross Profit (Loss) -- -- 80,250 -- 75,115
----------- ----------- ----------- ----------- -----------
Expenses:
Selling and Marketing Expense 171,373 -- 351,734 38,278 298,666
General & Administrative 160,310 28,175 241,115 93,771 516,918
Consulting Expenses 571,012 26,177 920,792 116,805 1,443,541
Salaries and Wages 193,542 87,391 360,264 177,609 538,297
----------- ----------- ----------- ----------- -----------
Total Operating Expenses 1,096,237 1,873,905 426,463 2,797,422
Loss from Operations (1,096,237) (141,743) (1,793,655) (426,463) (2,722,307)
----------- ----------- ----------- ----------- -----------
Other Income (Expense)
Interest, Net 8,342 (677) 8,821 (801) 5,735
----------- ----------- ----------- ----------- -----------
Net Loss from Continuing Operations before Taxes (1,087,895) (142,420) (1,784,834) (427,264) (2,716,572)
Income Taxes -- -- -- -- (455)
----------- ----------- ----------- ----------- -----------
Net Loss from Continuing Operations (1,087,895) (142,420) (1,784,834) (427,264) (2,717,027)
----------- ----------- ----------- ----------- -----------
3
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Continued)
Cumulative
Since
April 6, 2000
For the Three Months Ended For the Six Months Ended Inception of
June 30, June 30, Development
2004 2003 2004 2003 Stage
------------ ------------ ------------ ------------ ------------
Discontinued Operations:
Net Loss from operations of Scientific
Energy, Inc. To be disposed, net of tax
effects of $0 $ (748) $ -- $ (5,057) $ -- $ (6,267)
Net Loss $ (1,088,643) $ (142,420) $ (1,789,891) $ (427,264) $ (2,723,294)
Discontinued Operations:
Net Loss from operations of Scientific
Basic & Diluted Loss Per Share:
Continuing Operations $ (0.05) $ (0.01) $ -- $ --
Discontinued Operations -- -- -- --
------------ ------------ ------------ ------------
$ (0.05) $ (0.01) $ -- $ --
Weighted Average Shares 20,676,812 12,696,595 18,746,111 12,696,595
The accompanying notes are an integral part of these financial statements.
4
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
Cumulative
Since
April 6, 2000
For the Six Months Ended Inception of
June 30, Development
2004 2003 Stage
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(1,789,891) $ (427,264) $(2,723,294)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation 14,454 1,161 20,630
Stock Issued for Expenses -- -- 159
Foreign Currency Translation (441,537) 103,780 (554,106)
Net Loss from Discontinued Operations 5,057 -- 6,267
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable (80,250) -- (80,250)
(Increase) Decrease in Raw Materials Inventory (12,649) (9,575) (12,649)
(Increase) Decrease in Prepaid Expenses (112) -- (6,985)
(Increase) Decrease in Value Added Tax Receivable (14,915) 8,950 (22,783)
Increase (Decrease) in Accounts Payable (160,776) 79,080 61,063
Increase (Decrease) Bank Overdraft -- 1,699 --
Increase (Decrease) in Accrued Payroll Liabilities (14,264) 65,284 87,124
----------- ----------- -----------
Net Cash Used in continuing activities (2,494,883) (176,885) (3,224,824)
Net Cash Used in discontinued activities -- -- (1,250)
----------- ----------- -----------
Net Cash Used in operating activities (2,494,883) (176,885) (3,226,074)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger -- -- 3,834
Purchase of Plant and Machinery Equipment (761) -- (6,776)
Purchase of Office Equipment (48,763) -- (57,361)
Purchase of Furniture & Fixture (345) -- (345)
----------- ----------- -----------
Net cash provided by investing activities (49,869) -- (60,648)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock 6,110,266 -- 6,110,266
Amount Loaned on Related Party Receivables (77,277) -- (77,277)
Amount Loaned on Note Receivable (24,166) (18,483) (66,436)
5
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
Cumulative
since
April 6,
2000
For the Six Months Ended Inception of
June 30, Development
2004 2003 Stage
----------- ----------- -----------
Payment on Long-Term Note Payable $(1,032,047) $ (32,518) $(1,069,354)
Proceeds from Long-Term Note Payable 12,482 213,577 840,761
----------- ----------- -----------
Net Cash Provided by Financing Activities 4,989,258 162,576 5,737,960
----------- ----------- -----------
Net (Decrease) Increase in Cash 2,444,506 (14,309) 2,451,238
Foreign Exchange Effect on Cash 2,313 400 2,313
Cash at Beginning of Period 6,732 13,909 --
----------- ----------- -----------
Cash at End of Period $ 2,453,551 $ $ 2,453,551
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 258 $ 850 $ 1,728
Income taxes $ $ $ 455
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On May 5, 2003, the Company acquired in a reverse acquisition of
Electronic Game Card Marketing $1,735 in cash, accounts payable of $69,646 and a
long-term note payable of $121,233, in exchange for all of the Company's
outstanding common stock.
On December 5, 2003, the Company acquired in a reverse acquisition of
Scientific Energy, Inc. $2,099 in cash, technology valued at $50,000, accounts
payable of $5,595 and a note payable to a shareholder of $1,095.
The accompanying notes are an integral part of these financial statements.
6
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Electronic Game, 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 June 30, 2004 and for the three
and six month period then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
six months. Operating results for interim periods are not 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 $2,723,294 for the period from April 6, 2000 (inception) to June
30, 2004.
The Company's future capital requirements will depend on numerous factors
including, but not limited to, continued progress in developing its products,
market penetration and profitable operations from sale of its electronic game
cards.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern". While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported expenses, and the balance
sheet classifications used.
7
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Organization and Basis of Presentation
The Company was incorporated under the laws of the United Kingdom on April
1, 2000, under the name of Electronic Game Card, Ltd. Until 2002, the Company
remained dormant and had no operations. On May 5, 2003, the Company entered into
an agreement whereby it acquired 100% of the outstanding stock of Electronic
Game Card Marketing, a Delaware Company.
On December 5, 2003, the Company acquired 100% of the outstanding stock of
the Electronic Game Card, Inc. (Nevada) in a reverse acquisition. At this time,
a new reporting entity was created and the name of the Company was changed to
Electronic Game Card, Inc.
As of June 30, 2004, the Company is in the development stage and has not
begun planned principal operations.
Principals of Consolidation
The consolidated financial statements include the accounts of the
following companies:
o Electronic Game Card, Inc. ( Nevada Corporation)
o Electronic Game Card, Ltd. (United Kingdom Corporation)
o Electronic Game Card Marketing (A Delaware Corporation)
o Scientific Energy, Inc. (Utah 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.
8
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Depreciation
Fixed assets are stated at cost. Depreciation is calculated on a
straight-line basis over the estimated useful lives of the assets as follows:
Asset Rate
---------------------------------------- -------------------
Plant and Machinery Equipment 3 years
Office Equipment 3 years
Furniture & Fixtures 7 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
Depreciation Expense for the six months ending June 30, 2004 and 2003 were
$14,454 and $1,161.
Advertising Costs
Advertising costs are expensed as incurred. For the six months ended June
30, 2004 and 2003, advertising costs were $351,734 and $38,278, respectively.
9
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue recognition
Revenue is recognized from sales of product at the time of shipment to
customers.
Inventory
Raw materials inventory is stated at a lower of cost and fair market
value.
Foreign Currency Translation
The Company's functional currency is the British Pound and the reporting
currency is the U.S. Dollar. All elements of financial statements are translated
using a current exchange rate. For assets and liabilities, the exchange rate at
the balance sheet date is used. Stockholders' Equity is translated using the
historical rate. For revenues, expenses, gains and losses the weighted average
exchange rate for the period is used. Translation gains and losses are included
as a separate component of stockholders' equity. Gain and losses resulting from
foreign currency transactions are included in net income.
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. As of June 30, 2004, the Company had
4,098,875 warrants outstanding to purchase 4,098,875 shares of common stock.
However, the effect of the Company's common stock equivalents would be
anti-dilutive for June 30, 2004 and 2003 and are thus not considered.
10
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
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, "Accounting 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 2 - INCOME TAXES
The Company is subject to income taxes in the United States of America,
United Kingdom, and the state of New York. As of December 31, 2003, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $312,000 in the United States and $931,000 in the United Kingdom
that may be offset against future taxable income through 2023. Current tax laws
limit the amount of loss available to be offset against future taxable income
when a substantial change in ownership occurs. Therefore, the amount available
to offset future taxable income may be limited. No tax benefit has been reported
in the financial statements, because the Company believes there is a 50% or
greater chance the carry-forwards will expire unused. Accordingly, the potential
tax benefits of the loss carry-forwards are offset by a valuation allowance of
the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
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.
11
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 4 - NOTES RECEIVABLE
As of June 30, 2004 and December 31, 2003, the following amounts were owed
to the Company:
June 30, December 31,
2004 2003
------- -------
Note Receivable, Interest equal to LIBOR, due upon
demand $66,435 $31,602
Note Receivable, no interest, due upon demand 10,842 10,668
------- -------
Total Note Receivable $77,277 $42,270
======= =======
NOTE 5 - LONG-TERM NOTES PAYABLE
As of June 30, 2004 and December 31, 2003, the Company has the following
amounts due:
June 30, December 31,
2004 2003
------------ ------------
Note Payable to related party, Interest equal to LIBOR,
due within 14 days of Company initiating public offering
or due on demand, secured by all assets of the Company $ -- $ 883,402
Note Payable to related party, Interest equal to LIBOR,
due November 2, 2004 or 14 days of Company initiating
public offering, secured by assets of the Company -- 28,803
------------ ------------
Total Long-Term Debt $ -- $ 912,205
============ ============
12
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 6 - RELATED PARTY TRANSACTIONS
During the six months ending June 30, 2004 and 2003, a former officer of
the Company received $120,419 (66,530 UK) and $3,280 (2,000UK) and the president
received $174,426 (96,368UK) and $0 for providing consulting services.
During the three months ended June 30, 2004, the Company loaned $173,796
to certain related businesses. The receivables are due on demand and are
non-interest bearing. In previous years, the Company and its subsidiaries had
borrowed from the same companies in excess of $1 million with little or no
interest, see long-term notes payable, Note 5.
NOTE 7- 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.
On February 20, 2004, the Company issued 6,853,750 common shares and
3,426,875 warrants for $1.00 per share.
NOTE 8 - WARRANTS
In connection with the private placement on February 20, 2004, the Company
issued 3,426,875 warrants. Each warrant is exercisable for a period of five
years at a price of $1.00 for one share of common stock. The warrants were
determined to have no value at the time of their issuance.
In addition, on February 20, 2004, the Company issued additional warrants
as consideration for assistance in placing the common stock. The warrants were
issued as follows: 1) Warrants to purchase up to 353,750 shares of common stock
at an exercise price of $1.00 per share were granted to Middlebury Capital LLC.
These were granted as compensation for placement agents for the common stock.
These are exercisable through February 20, 2009. 2) Warrants to purchase up to
32,000 shares of common stock at an exercise price of $1.00 per share were
granted to National Securities, Inc. These were granted as compensation for
placement agents for the common stock.
13
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 8 - WARRANTS (Continued)
These are exercisable through February 20, 2009. 3) Warrants to purchase up to
200,000 shares of common stock at an exercise price of $1.00 per share were
granted to First Securities USA, Inc. These were granted as compensation for
placement agents for the common stock. These are exercisable through February
20, 2009. 4) Warrants to purchase up to 86,250 shares of common stock at an
exercise price of $1.00 per share were granted to IQ Ventures. These were
granted as compensation for placement agents for the common stock. These are
exercisable through February 20, 2009. These warrants were issued for issuance
costs and recorded in paid in capital.
The following table sets forth the warrants outstanding as of June 30,
2004. There were no options or warrants were outstanding as of June 30, 2003.
Weighted
Option / Average Weighted
Warrants Exercise Average
Shares Price Fair Value
--------- --------- ---------
Warrants outstanding, December 31, 2003 -- $ --
Granted, Exercise price more than fair value -- --
Granted, Exercise price less than fair value 4,098,875 1.00 1.95
Expired --
Exercised --
---------
Warrants outstanding, June 30, 2004 4,098,875 $ 1.00
========= ========= =========
Exercise prices for warrants outstanding as of June 30, 2004 was $1.00. A
summary of these options by range of exercise prices is shown as follows:
Weighted- Weighted-
Weighted- Shares/ Average Average
Shares / Average Warrants Exercise Price Contractual
Exercise Warrants Exercise Currently Currently Remaining
Price Outstanding Price Exercisable Exercisable Life
---------- --------- ---------- --------- ---------- ----------
$ 1.00 4,098,875 $ 1.00 4,098,875 $ 1.00 5 years
14
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 9 - DISCONTINUED OPERATIONS
On December 5, 2003, the Company entered into an agreement with Scientific
Energy, Inc. (Utah), that upon completion, 100% (20,000,000 shares) of the
Scientific Energy's shares would be returned, and the Company would cease to be
a wholly owned subsidiary of Electronic Game Card, Inc. As of the date of this
report, the transaction has not been completed.
The assets and liabilities of Scientific Energy, Inc. (Utah) to be
disposed of consisted of the following:
June 30, December 31,
2004 2003
---------- ----------
Cash $ 40 $ 40
Intangibles 50,000 50,000
---------- ----------
Total Assets 50,040 50,040
---------- ----------
Accounts Payable 10,286 5,595
Income Tax Payable 100 100
Shareholder Loan 1,456 1,090
---------- ----------
Total Liabilities 11,842 6,785
---------- ----------
Net Assets to be Disposed of $ 38,198 $ 43,255
========== ==========
Net assets and liabilities to be disposed of have been separately
classified in the accompanying consolidated balance sheet at June 30, 2004 and
December 31, 2003.
Operating results of this discontinued operation for the three months
ended June 30, 2004 are shown separately in the accompanying consolidated
statement of operations. The statement of operations for the three and six
months ended June 30, 2003, have not been restated as the Company did not own
Scientific Energy at this time. The operating results of the discontinued
operations for the three and six months ended June 30, 2004 consist of:
3 months 6 months
---------- ----------
General and Administrative Expenses $ 194 $ 4,492
Interest Expense 554 565
---------- ----------
Net Loss $ (748) $ (5,057)
========== ==========
15
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 10 - CONTINGENCIES
Currently, Electronic Game Card, Ltd. is a party to a lawsuit brought in
the Central London County Court by a former consultant. The claim is for arrears
of remuneration totaling $49,117 (27,625UK), remuneration for six months' notice
period of $57,341 (32,250UK) to be assessed in relation to the Senior Executive
Bonus Scheme, interest, costs and "further or other relief" arising from EGC's
alleged breaches of a written agreement. In conjunction, EGC has filed a
counterclaim which seeks damages in excess of $26,670 but limited to $88,900 and
interest. The case is listed for trial between June 24, 2004 and August 20,
2004. It is uncertain as to the outcome of the proceedings, but managements
estimates a possible loss of $90,500 (50,000UK). As of June 30, 2004 and
December 31, 2003, the company has recorded$90,500 and $88,900 in accounts
payable for this lawsuit.
NOTE 11 - COMMITMENTS
In connection with a distribution agreement the company entered into with
Scientific Games International, Inc.(SGI) the Company issued the right to
purchase up to ten percent of the issued and outstanding shares of EGC, Inc. on
a fully diluted basis at anytime until an Electronic Game Card initial public
offering. SGI has the right to purchase the common equity at a price per share
equal to the lesser of (a) $0.75 per share of common equity, or (b) 50% of the
price of any common equity sold by either Electronic Game Card, Ltd. Or
Electronic Game Card, Inc. after May 2, 2003 in the most recent prior offered or
proposed offering of their securities, whether public, private or through a
business combination transaction.
The Company leases office space in London on a month-to-month agreement.
The terms for the agreement required a deposit of $5,490 (3,000UK) and monthly
rent of $5,520 (3,000UK).
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
Form 10-QSB.
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 $88,567 from the sale of sample cards, and we expect to generate
further revenues in the near future. For the six months ended June 30, 2004, we
incurred net losses of $1,789,891.
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 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.
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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). Electronic Game Card
Marketing Inc., is the marketing and sales operating division of Electronic Game
Card Inc.
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.
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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. The
Company maintains its European headquarters at Savannah House, 5th Floor,
Charles II Street, London, SW1Y 4QU, 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.
In June 2004 Electronic Game Card Marketing Inc, a subsidiary of the
Company, unveiled its new XOGO GameCard product line at the Promax 2004
Conference in New York. XOGO has been designed to address the specific needs of
the $48.1 billion annual prize rewards and competitions sector of the American
sales and promotion industry. The launch of the XOGO product line coincided with
the expansion of the company's US sales team in New York and Chicago.
The XOGO multi-play GameCard is supported by the EGC Sales Marketing and
Games Design teams in the US and in Europe, who work with brands or agencies to
customize the many XOGO GameCard applications to each brand's individual goals.
The teams advise on the most appropriate means of promotion from the XOGO games
portfolio.
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 7 individuals. We currently have sales offices in London, New York
and Chicago. 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.
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ITEM 3. CONTROLS AND PROCEDURES
The Company's President has concluded, based on an evaluation conducted within
90 days prior to the filing date of this Quarterly Report on Form 10-QSB, that
the Company's disclosure controls and procedures have functioned effectively so
as to provide those officers the information necessary whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this Quarterly Report on Form 10-QSB/A, and
(ii) the financial statements, and other financial information
included in this Quarterly Report on Form 10-QSB, fairly present in
all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented
in this Quarterly Report on Form 10-QSB.
There have been no significant changes in the Company's internal controls
or in other factors since the date of the President's evaluation that could
significantly affect these internal controls, including any corrective actions
with regards to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included as part of this report:
Exhibit
Number Title of Document
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b)
Reports on Form 8-K filed.
On June 3, 2004, the Company filed a current report under Item 5
announcing that the Company had been verbally informed by the Securities and
Exchange Commission that the effective date for the SB-2 Registration Statement
filed on May13, 2004 is May 27, 2004 at 5.00pm.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
ELECTRONIC GAME CARD
Date: August __, 2004 By: /s/ John R Bentley
--------------------------------
John R Bentley
President and Chief Executive
Officer
(Principal Executive Officer)
Date: August __, 2004 By: /s/ Linden Boyne
--------------------------------
Linden Boyne
Secretary / Treasurer
(Principal Financial Officer)
21