UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
MARK ONE
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED: March 31, 2005
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
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: April 1, 2005 25,580,224
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)
March 31, December 31,
2005 2004
----------- -----------
ASSETS:
CURRENT ASSETS:
Cash & Cash Equivalents $ 7,937,231 $ 1,082,558
Accounts Receivable 154,500 80,250
Deposit on Inventory 72,852 141,800
Value Added Tax Receivable 35,162 46,235
Related Party Receivable 118,430 61,560
Note Receivable 1,425 143,468
----------- -----------
Total Current Assets 8,319,600 1,555,871
PROPERTY AND EQUIPMENT:
Plant and Machinery Equipment 7,185 7,185
Office Equipment 62,806 58,987
Furniture & Fixtures 366 366
Less: Accumulated Depreciation (31,255) (25,819)
----------- -----------
Net Fixed Assets 39,102 40,719
OTHER ASSETS
Investment in Joint Venture 994,063 1,000,000
----------- -----------
TOTAL ASSETS $ 9,352,765 $ 2,596,590
=========== ===========
3
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Continued)
(Unaudited)
March 31, December 31,
2005 2004
------------ ------------
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable $ 403,669 $ 620,736
Related Party Payable 97,500 --
Accrued Payroll Liabilities -- 41,087
Unearned Revenue -- 62,370
------------ ------------
Total Current Liabilities 501,169 724,193
NON-CURRENT LIABILITIES:
Convertible Note Payable, net 7,774,095 --
Interest Payable 9,686 --
Total Non-Current Liabilities 7,783,781 --
------------ ------------
TOTAL LIABILITIES 8,284,950 724,193
STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
Authorized 100,000,000 shares
Issued 25,071,862 and 24,936,928 shares at
March 31, 2005 and December 31, 2004 25,072 24,937
Paid-In Capital 12,323,304 12,207,471
Stock Subscription Receivable -- (139,189)
Currency Translation Adjustment (646,576) (513,178)
Retained Deficit (157,495) (157,495)
Deficit Accumulated During the Development Stage (10,476,490) (9,550,149)
------------ ------------
TOTAL STOCKHOLDERS'S EQUITY 1,067,815 1,872,397
TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY $ 9,352,765 $ 2,596,590
============ ============
The accompanying notes are an integral part of these financial statements.
4
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
April 6, 2000
For the Three Months Ended Inception of
March 31, Development
2005 2004 Stage
------------ ------------ ------------
Revenue: $ 136,635 $ 80,250 $ 225,202
Cost of Good Sold 114,060 -- 181,215
------------ ------------ ------------
Gross Profit (Loss) 22,575 80,250 43,987
Expenses:
Selling and Marketing Expense 53,436 180,361 1,177,480
General & Administrative 611,200 80,805 1,846,569
Consulting Expenses 92,682 349,780 2,053,651
Salaries and Wages 214,142 166,722 1,370,470
Compensation from issuance of Options/Warrants -- -- 4,099,852
------------ ------------ ------------
Total Operating Expenses 971,460 777,668 10,548,022
Loss from Operations (948,885) (697,418) (10,504,035)
------------ ------------ ------------
Other Income (Expense)
Currency Translation 106,905 -- 106,905
Interest, Net (84,361) 479 (76,594)
Settlement of Litigation -- -- 42,154
------------ ------------ ------------
Net Loss from Continuing Operations before Taxes (926,341) (696,939) (10,431,570)
Income Taxes -- -- (455)
Net Loss from Continuing Operations (926,341) (696,939) (10,432,025)
------------ ------------ ------------
Discontinued Operations:
Net Loss from discontinued operations
net of tax effects of $0 -- (4,309) (8,138)
Loss on disposal of discontinued operations
net of tax effects of $0 -- -- (36,327)
Total Loss from Discontinued Operations -- (4,309) (44,465)
------------ ------------ ------------
Net Loss $ (926,341) $ (701,248) $(10,476,490)
------------ ------------ ------------
Basic & Diluted Loss Per Share:
Continuing Operations $ (0.04) $ (0.04)
Discontinued Operations -- --
$ (0.04) $ (0.04)
Weighted Average Shares 24,955,613 16,838,712
The accompanying notes are an integral part of these financial statements
5
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
Cumulative
Since
April 6, 2000
For the Three Months Ended Inception of
March 31, Development
2005 2004 Stage
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (926,341) $ (701,248) $(10,476,490)
------------ ------------ ------------
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation 5,806 12,192 31,624
Stock Issued for Expenses -- -- 114,959
Compensation for Options/Warrants -- -- 3,951,863
Cashless exercise of Warrants -- -- 147,989
Foreign Currency Translation -- (115,457) (513,178)
Net Loss from Discontinues Operations -- 4,309 8,138
Loss on Disposal of Operations -- -- 36,327
Amortization of Interest Expense 74,924 -- 74,924
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable (75,388) (80,250) (155,638)
(Increase) Decrease in Deposit on Inventoy 66,937 -- (74,863)
(Increase) Decrease in Prepaid Expenses -- (186) --
(Increase) Decrease in Value Added Tax Receivable 10,417 (12,273) (35,818)
Increase (Decrease) in Accounts Payable (208,263) (126,626) 342,881
Increase (Decrease) in Accrued Payroll Liabilitie (40,504) 42,375 583
Increase (Decrease) in Unearned Revenue (61,486) -- 884
Increase (Decrease) in Interest Payable 9,686 -- 9,686
------------ ------------ ------------
Net Cash Used in continuing activities (1,144,212) (977,164) (6,536,129)
Net Cash Used in discontinued activities -- -- (1,250)
------------ ------------ ------------
Net Cash Used in operating activities (1,144,212) (977,164) (6,537,379)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger -- -- 3,834
Purchase of Plant and Machinery Equipment -- -- (7,185)
Purchase of Office Equipment (4,656) (35,889) (63,643)
Purchase of Furniture & Fixture -- -- (366)
Investment in Joint Venture 8,245 -- (991,755)
------------ ------------ ------------
Net cash provided by investing activities 3,589 (35,889) (1,059,115)
------------ ------------ ------------
6
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
Cumulative
since
April 6,
2000
For the Three Months Ended Inception of
March 31, Development
2005 2004 Stage
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock 115,771 6,110,266 7,980,110
Amount Loaned on Related Party Receivable (57,744) -- (119,304)
Amount Loaned on Note Receivable -- (16,316) (143,468)
Payment on Notes Receivables 140,009 -- 140,009
Proceeds from Related Party Payable 97,500 -- 97,500
Payment on Long-Term Note Payable -- (1,030,086) (969,407)
Proceeds from Long-Term Note Payable -- 12,482 848,174
Proceeds from Convertible Note Payable 7,699,219 -- 7,699,219
------------ ------------ ------------
Net Cash Provided by Financing Activities 7,994,755 5,076,346 15,532,833
------------ ------------ ------------
Net (Decrease) Increase in Cash $ 6,854,132 $ 4,063,293 $ 7,936,339
Foreign Exchange Effect on Cash 541 100 (2,697)
Cash at Beginning of Period 1,082,558 6,732 --
------------ ------------ ------------
Cash at End of Period $ 7,937,231 $ 4,070,125 $ 7,933,642
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ 1,470
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.
During 2004, the Company issued 114,800 shares of stock in exchange for
services.
During 2004, the Company issued 75,892 shares of stock in exchange for the
cashless exercise of warrants. In connection with this cashless exercise
the Company recorded compensation in the amount of $147,913.
During 2004, the Company issued options and warrants with an exercise
price below fair market value as a result the Company has recorded
Compensation in the amount of $3,951,863.
The accompanying notes are an integral part of these financial statements.
7
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 March 31, 2004 and for the three 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 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
$10,476,490 for the period from April 6, 2000 (inception) to March 31, 2005.
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.
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)
Organization and Basis of Presentation
The Company was incorporated under the laws of the United Kingdom on April 6,
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 March 31, 2005, 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)
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.
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)
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
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 three months ending March 31, 2005 and 2004 were
$5,806 and $12,192.
Advertising Costs
Advertising costs are expensed as incurred. For the three months ended March 31,
2005 and 2004, advertising costs were $53,436 and $180,361, respectively.
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)
Revenue recognition
Revenue is recognized from sales of product at the time of shipment to
customers.
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 March 31, 2005, the Company had
13,101,143 option and warrants outstanding to purchase up to 13,101,143 shares
of common stock. However, the effect of the Company's common stock equivalents
would be anti-dilutive for March 31, 2005 and 2004 and are thus not considered.
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.
11
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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, 2004, the Company had a
net operating loss carryforward for income tax reporting purposes of
approximately $6,308,687 in the United States and $3,503,438 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.
For the years ending December 31, 2004 and 2003 income tax expense was $0 and
$455.
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 March 31, 2005, 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.
12
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 4 - NOTES RECEIVABLE
As of March 31, 2005 and December 31, 2004, the following amounts were owed to
the Company:
Note Receivable, no interest, due upon demand Interest imputed using the 12
month average of
March 31, December 31,
2005 2004
---------- ----------
1 month libor rate of 1.544 $ 1,425 $ 143,468
---------- ----------
Total Note Receivable $ 1,425 $ 143,468
========== ==========
NOTE 5 - RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2005 and the year ended December 31,
2004, the Company has certain related party receivables 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. As of March 31, 2005 and December 31, 2004, $118,430 and $61,560, is
still owed to the Company.
During the three months ended March 31, 2005 and the year ended December 31,
2004, the Company has certain related party payables 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. As of March 31, 2005 and December 31, 2004, $97,500 and $0, is still
owed by the Company.
NOTE 6- 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.
NOTE 6- COMMON STOCK TRANSACTIONS (Continued)
On February 20, 2004, the Company issued 6,853,750 common shares and 3,426,875
warrants for $1.00 per share.
On October 12, 2004 the Company entered into a subscription agreement with
Scientific Games internantional, Inc. to purchased Two Million One Hundred
Seventy-One Thousand Five Hundred Ninety-Four (2,171,594) shares of newly-issued
common stock, par value $0.001 per share of the Company for an aggregate
purchase price of $1,085,797.50.
13
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
During 2004 the Company issued 419,558 shares of common stock from warrants in
exchange for $343,666 in cash.
During 2004 the Company issued 380,164 shares of common stock from the execution
of options in exchange for $463,974 in cash.
During 2004 the Company issued 1,174,000 shares of common stock for private
placement fundraising services.
During 2004 the Company issued 114,880 shares of common stock in exchange for
services.
During 2005 the Company issued 134,934 shares of common stock from warrants in
exchange for $115,833 in cash.
NOTE 7 - STOCK OPTIONS /WARRANTS
The Company has adopted a stock compensation plan entitled the 2002 Equity
Compensation Plan. Pursuant to this 2002 Equity Compensation Plan, grants of
shares can be made to(i) designated employees of Electronic Game Card Inc. (the
"Company") and its subsidiaries including Electronic Game Card Ltd, (ii) certain
advisors who perform services for the Company or its subsidiaries and (iii)
non-employee members of the Board of Directors of the Company (the "Board") with
the opportunity to receive grants of incentive stock options, nonqualified
options, share appreciation rights, restricted shares, dividend equivalent
rights and cash awards. The Company believes that the Plan will encourage the
participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders.
NOTE 7 - STOCK OPTIONS /WARRANTS (Continued)
The 2002 Equity Compensation Plan provides for options equivalent up to 10% of
the issued share capital of the company to be offered. The original exercise
price of the options was equal to one half the price at which the Common Stock
is issued at the first public offering, however, subsequent to the adoption of
the 2002 Equity Compensation Plan the board determined that the exercise price
would be issued from a range of $0.50 to $2.00 per option. Those eligible to
participate in this plan are entitled to vest 25% of the stock offered in this
option for each six months of service with the Company. After vesting the
exercise of these options must be done within ten years of the option date. As
of December 31, 2004, 1,190,000 of a total possible of 1,200,000 options have
been distributed. No further stock option plans have been instituted. During
2004 the Company recorded $110,700 in compensation expense in connection with
options granted pursuant to this plan.
In connection with a 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 pursuant to the private
placement. 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 private placement. 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
14
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
stock. 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.
The company has agreed that warrant holders could elect to convert their
warrants by a cashless exercise. This provision permits the warrant holder to
cancel one half of the warrants at the then current share price to receive the
balance of the warrants in Common Stock without payment to the company. In 2004
the Company has recorded $3,961,072 in compensation expense in connection with
the granting and cashless provision of the warrants detailed above.
NOTE 8 - 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. On November 30, 2004,
the Company completed the disposal of the discontinued operations.
The assets and liabilities of Scientific Energy, Inc. (Utah) to be disposed of
consisted of the following:
November 30,
2004
------------
Cash $ 40
Intangibles 50,000
------------
Total Assets 50,040
------------
Accounts Payable 11,978
Income Tax Payable 100
Shareholder Loan 1,635
------------
Total Liabilities 13,713
------------
Net Assets to be Disposed of $ 36,327
============
Operating results of this discontinued operation for the
three months ended March 31, 2004 are shown separately
in the accompanying consolidated statement of
operations. The operating results of the discontinued
operations for the three months ended March 31, 2004
consist of:
General and Administrative Expenses $ 4,298
Interest Expense 11
------------
Net Loss $ (4,309)
15
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
NOTE 9 - SETTLEMENT OF LITIGATION INCOME
Electronic Game Card, Ltd. was a party to a lawsuit brought in the Central
London County Court by a former consultant. The claim was 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 filed a
counterclaim which seeks damages in excess of $26,670 but limited to $88,900 and
interest. The claims were settled on the basis of a Consent Order dated November
13, 2004.
As a result of the Consent Order the Company provided payment in the amount of
$51,734 (27,000UK). In the accompanying Consolidated Statement of Operations
income from settlement of litigation has been recognized in the amount of
$42,154, which is the accurals that were previously booked less the final
judgement.
NOTE 10 - COMMITMENTS
On September 1, 2004, the Company entered into a lease agreement with a related
party for office space in London on a one year lease agreement. The terms for
the agreement required a monthly rent of $5,748 (3,000UK). The total minimum
lease payments for the year ended December 31, 2005 is $45,984.
NOTE 11 - JOINT VENTURE
On October 12, 2004, the Company entered into a joint venture agreement with
Scientific Games International, Inc. ("SciGames:), to exclusively market and
promote the Company's Electronic Game Card product worldwide to national and
state lotteries. SciGames purchased Two Million One Hundred Seventy-One Thousand
Five Hundred Ninety-Four (2,171,594) shares of newly-issued common stock, par
value $0.001 per share of the Company for an aggregate purchase price of
$1,085,797.50 pursuant to a subscription agreement dated October 12, 2004. At
the closing, the Company contributed One Million Dollars ($1,000,000) to the
joint venture. The closing was completed on November 12, 2004 when the funds
cleared into the joint venture's account. As of March 31, 2005 and December 31,
2004, the investment in the joint venture was $994,063 and $1,000,000
respectively.
NOTE 12 - CONVERTIBLE PROMISSORY NOTE
On March 24, 2005, the Registrant sold $8,418,000 Convertible Promissory Notes
to accredited investors in a private placement of securities. This note is
payable upon written demand which may be made on or after March 31, 2007, unless
this note has been converted into shares of the Company's "Series A Preferred
Stock" or "Common Stock". The Interest rate of this note is 6%.
In connection with the convertible debt issuance on March 24, 2005 the company
incurred charges in the amount of $718,800. These costs are being amortized over
the two year life on the note and as of March 31, 2005 amortization amount that
has been booked to interest expense is $74,875.
Each $48,000 principal amount of a Convertible Promissory Note will
automatically convert into 32,000 shares of the Registrant's Series A
Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred
16
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
Stock"), upon the effectiveness of actions by the Registrant's shareholders to
authorize the Series A Preferred Stock. Each share of the Series A Preferred
Stock is initially convertible into one (1) share of the Registrant's common
stock, par value $0.001 per share (the "Common Stock"), which equates to an
initial conversion price of $1.50 per share of Common Stock. The Convertible
Promissory Notes may be converted, at the purchaser's discretion, directly into
Common Stock on an as-converted-into-Series-A-Preferred-Stock basis, whether or
not the Series A Preferred Stock is authorized and issued, and are immediately
convertible for such purpose. Consequently, each Convertible Promissory Note is
convertible ultimately into an aggregate of 32,000 shares of Common Stock. Also,
the Registrant issued one (1) warrant (a "Warrant") to acquire one (1) share of
Series A Preferred Stock for every two shares of Series A Preferred into which
the Convertible Promissory Notes are initially convertible. The Warrants shall
be exercisable to acquire shares of Series A Preferred Stock upon the
effectiveness of actions by the Registrant's shareholders to authorize the
Series A Preferred Stock. The Warrants shall be exercisable initially at $1.85
per share of Series A Preferred Stock, subject to adjustment, and shall be
exercisable for a period of 5 years. In addition, at the option of the holder,
each Warrant is also immediately exercisable directly to acquire, instead of
shares of Series A Preferred Stock, shares of Common Stock on an
as-converted-from-Series-A-Preferred-Stock basis, whether or not the Series A
Preferred Stock is ever authorized or issued. Unexercised Warrants shall expire
earlier upon notice by the Company to the holders of the Warrants following any
consecutive 30-day trading period during which the Common Stock trades on its
principal market at a price at or above three (3) times the then applicable
exercise price with average daily volume of at least 100,000 shares (subject to
adjustment of such trading volume threshold in the event of stock splits,
reverse stock splits, stock dividends, recapitalizations or similar events).
NOTE 13 - SUBSEQUENT EVENTS
On April 6, 2005, the Registrant sold $248,000 Convertible Promissory Notes to
accredited investors in a private placement of securities. Each $48,000
principal amount of a Convertible Promissory Note will automatically convert
into 32,000 shares of the Registrant's Series A Convertible Preferred Stock, par
value $0.001 per share (the "Series A Preferred Stock"), upon the effectiveness
of actions by the Registrant's shareholders to authorize the Series A Preferred
Stock. Each share of the Series A Preferred Stock is initially convertible into
one (1) share of the Registrant's common stock, par value $0.001 per share (the
"Common Stock"), which equates to an initial conversion price of $1.50 per share
of Common Stock. The Convertible Promissory Notes may be converted, at the
purchaser's discretion, directly into Common Stock on an
as-converted-into-Series-A-Preferred-Stock basis, whether or not the Series A
Preferred Stock is authorized and issued, and are immediately convertible for
such purpose. Consequently, each Convertible Promissory Note is convertible
ultimately into an aggregate of 32,000 shares of Common Stock. Also, the
Registrant issued one (1) warrant (a "Warrant") to acquire one (1) share of
Series A Preferred Stock for every two shares of Series A Preferred into which
the Convertible Promissory Notes are initially convertible. The Warrants shall
be exercisable to acquire shares of Series A Preferred Stock upon the
effectiveness of actions by the Registrant's shareholders to authorize the
Series A Preferred Stock. The Warrants shall be exercisable initially at $1.85
per share of Series A Preferred Stock, subject to adjustment, and shall be
exercisable for a period of 5 years. In addition, at the option of the holder,
each Warrant is also immediately exercisable directly to acquire, instead of
shares of Series A Preferred Stock, shares of Common Stock on an
as-converted-from-Series-A-Preferred-Stock basis, whether or not the Series A
Preferred Stock is ever authorized or issued. Unexercised Warrants shall expire
earlier upon notice by the Company to the holders of the Warrants following any
consecutive 30-day trading period during which the Common Stock trades on its
principal market at a price at or above three (3) times the then applicable
exercise price with average daily volume of at least 100,000 shares (subject to
17
ELECTRONIC GAME CARD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
(Unaudited)
adjustment of such trading volume threshold in the event of stock splits,
reverse stock splits, stock dividends, recapitalizations or similar events).
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 had revenues $136,620 for the
period of this report and we incurred net losses of $926,341.
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,
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 less than one half an ounce and is approximately 3mm thick.
Currently we have two distinct markets for our GameCard product: the Lottery
market and the Sales Promotion market and are in anticipation of obtaining Class
II classification which would allow sales of games to Indian Casinos for resale
to the public, subject to permission from the appropriate Governemt testing
laboratories which is not expected to be withheld.
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 $35 billion (25%) 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.
In this respect the Iowa Lottery launched the company's electronic GameCards
statewide in May 2005
(following successful earlier trials in October 2004 ) in a distribution of
approx 200,000 GameCard units to the public. Two futher launches of different
game types are expected to be launched later in the year. It is anticipated that
following these sales to the public that other state lottery operators who have
indicated interest in the company's products will also order GameCards for use
in their own areas.
18
SALES PROMOTION MARKET
The sales promotion market consists broadly of "giveaways" by branded
corporations for use in loyalty programs, incentive programs, advertising,
promotions, marketing, competitions and the like. The market for the prize and
competion sector of the overall promotional market is itself extremely large and
is estimated at $42 billion in the USA alone.. Newspapers, magazines and direct
mail solicitations offer rewards, frequently using scratchcards, 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, and have been well received by the industry we have focused our
efforts initially on prize competitions and direct mail solicitations. Sales to
this area are still to be forthcoming in any major form largely due to the
length of time required to customize branded games and the Company has
consequently engineered a new strategy for selling smaller quantities of generic
games on a more rapidly available basis which it hopes will bring about a more
receptive interest in orders for the product.
CASINO MARKET
The company has applied to the National Indian Gaming Commission (NIGC) for
Class II approval for its GameCards which would allow the GameCards to be sold
to the public inside Tribal gaming premises in the USA which market is worth $18
billion a year in total casino spend. Permission from the NIGC is awaited at
this point but clearance is anticipated subject to certain conditions which the
Company believes it can accommodate. Sales to other Casinos outside the US may
also be possible for similar purposes.
BUSINESS STRATEGY
The Company is now marketing the EGC GameCard to buyers and has a joint venture
with Scientific Games International Inc., for the exclusive, global distribution
of EGC GameCard's to the lottery industry. We have established several minor
additional distribution agreements in the last year so as to supplement the
planned growth of our own sales and marketing resources outside the lottery
sector.
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. The games and gaming industry is one of exceptional promise at this
time and the Company's management believes its particular skill sets may offer
opportunity across several means of digital distribution which it is currently
exploring.
The XOGO extended 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 applications to each brand's individual goals. The teams advise on the
most appropriate means of promotion from the XOGO games portfolio.
RESULTS OF OPERATIONS
The company recorded revenues of $136,620 Sales and Marketing costs were
$267,578 compared with $180,361 in the comparable period for 2004, General and
Administration $611,200 compared with $80,805 and Consultancy $92,682 compared
with $349,780. Operating loss was reduced to $926,341 compared with $701,248 for
the comparable period in 2004.
19
ITEM 3.
None
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have, as of the end of
the period covered by this Report, reviewed our process of gathering, analyzing
and disclosing information that is required to be disclosed in our periodic
reports (and information that, while not required to be disclosed, may bear upon
the decision of management as to what information is required to be disclosed)
under the Exchange Act of 1934, including information pertaining to the
condition of, and material developments with respect to, our business,
operations and finances. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that our process provides for timely
collection and evaluation of information that may need to be disclosed to
investors.
Changes in Internal Controls Over Financial Reporting
There have been no significant changes in the Company's internal controls over
financial reporting that occurred during the quarter ended March 31, 2005, that
have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.
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
20
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.
Entry into a Material Definitive Agreement filed 03.24.05
21
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: May 14, 2005 By: /s/ John R Bentley
----------------------------------------------
John R Bentley
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 2005 By: /s/ Linden Boyne
----------------------------------------------
Linden Boyne
Secretary / Treasurer
(Principal Financial Officer)
22