ELECTRONIC TRANSMISSION CORP /DE/
10QSB, 1997-08-14
MISC HEALTH & ALLIED SERVICES, NEC
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                U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               FORM 10-QSB


          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTER ENDED JUNE 30, 1997


                      Commission File No. 221355


                  ELECTRONIC TRANSMISSION CORPORATION
       (Name of Small Business Issuer as Specified in Its Charter)


          Delaware                                   75-2518619
   (State of Incorporation)               (I.R.S. Employer Identification No.)


  5025 Arapaho Road, Suite 501                                  75248
         Dallas, Texas                                       (Zip Code)
(Address of Principal Executive Offices)


        Issuer's Telephone Number, Including Area Code: (972) 980-0900



         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 of 15(d) of the  Exchange  Act during the past 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____



         As of August 8, 1997,  12,472,479  shares of the issuer's  Common Stock
were outstanding.



<PAGE>



                 ELECTRONIC TRANSMISSION CORPORATION

                    PART I - FINANCIAL INFORMATION

                            BALANCE SHEET
                             (Unaudited)

                                ASSETS



                                                              June 30, 1997
                                                             --------------- 

Current Assets:
    Cash                                                      $      182,793
    Accounts receivable
      Trade                                                          622,572
      Employees                                                        8,263
      Shareholder                                                      2,529
    Current portion, capital lease
      receivable                                                      26,377
    Prepaid assets                                                    16,446

       Total Current Assets                                          858,980

Property and Equipment, net                                          483,355

Other Assets:
    Capital lease receivable                                          14,207
    Goodwill, net                                                    396,208
    Deposits and other                                                 5,450
                                                             ---------------

       Total Other Assets                                            415,865

Total Assets                                                 $     1,758,200
                                                             ===============



<PAGE>


                        BALANCE SHEETS (CONTINUED)
                               (Unaudited)

                    LIABILITIES & STOCKHOLDERS' EQUITY


                                                               June 30, 1997
                                                              --------------

Current Liabilities:
    Accounts payable                                         $       343,291
    Accrued expenses                                                 351,011
Accrued payroll and taxes                                             96,596
    Customer deposit payable                                          75,531
    Note payable                                                     163,298
    Line of credit                                                   125,000
    Current portion, capital lease
       obligations                                                   106,270
          Total Current Liabilities                                1,260,997

Debentures                                                           202,500
Long-term capital lease obligations                                   73,371

       Total Long-term Liabilities                                   275,871


Stockholders' equity:
     Preferred stock, $1 par value,
         2,000,000 shares authorized;
         no shares issued and outstanding                                --
     Common stock, $.001 par value,
         15,000,000 shares authorized;
         12,447,479 shares issued and outstanding                     12,447
     Additional paid-in-capital                                    5,318,017
      Additional paid-in-capital - stock options                   1,252,987
     Accumulated deficit                                          (6,362,119)

         Total Stockholders' Equity                                  221,332

Total Liabilities & Stockholders' Equity                    $      1,758,200
                                                            ================


<PAGE>

                                 ELECTRONIC TRANSMISSION CORPORATION
                                      STATEMENTS OF OPERATIONS
                                           (Unaudited)

<TABLE>
<CAPTION>
    

                                               Three Months Ended June 30,                 Six  Months Ended June 30,
<S>                                         <C>                 <C>                  <C>                   <C>  

                                                   1996                 1997                   1996                   1997
                                                  ------               ------                 ------                 ------
Service revenues                            $          190,340  $         1,090,488  $            214,080  $        1,403,262
                                            ------------------   ------------------     -----------------      --------------


Costs and Expenses:
    Direct Costs                            $           83,458  $           464,707  $             89,731  $          655,733
    Personnel Costs                                    224,989              438,886               424,092             723,099
    Stock Compensation Expense(1)                       76,967              764,552               142,009             930,920
    Professional Fees                                  262,192               71,234               367,032             270,287
General and administrative                             140,050              203,311               242,356             362,780
                                            ------------------  -------------------  --------------------  ------------------

       Total Costs and Expenses                        787,656            1,942,690             1,265,220           2,942,819
                                            ------------------  -------------------  --------------------  ------------------

Loss from operations                                  (597,316)            (852,202)           (1,051,140)         (1,539,557)

Other Income                                                --                1,525                    --               2,389

Income tax expense                                          --                   --                    --                  --
                                            ------------------  -------------------  --------------------  ------------------

Net loss                                    $         (597,316) $          (850,677) $         (1,051,140) $       (1,537,168)
                                            ==================  ===================  ====================  ==================


Loss per common share:
    Primary and fully-diluted               $           (0.06)             $  (0.07) $              (0.10) $            (0.13)
                                            ==================  ===================  ====================  ==================

Weighted average common 
shares outstanding:
       Primary and fully-diluted                   10,944,102            11,550,253            10,944,102          11,550,253
                                           ==================   ===================  ====================  ==================

</TABLE>

         (1) In June 1997, a one-time write-off of stock compensation expense of
$600,266 was recognized.

<PAGE>



                  ELECTRONIC TRANSMISSION CORPORATION

                   STATEMENT OF STOCKHOLDERS' EQUITY
                              (Unaudited)

<TABLE>
<CAPTION>

                                                                                     
                                                                                     
                                                                                         
                                                  Common Stock                        
                                           ---------------------------
<S>                                            <C>        <C>                <C>               <C>               <C>
                                
                                                                                  Add'l.
                                                                             Paid-In Capital     Accumulated
                                              Shares      Amount              Stock Options        Deficit           Total

Balance at  December 31, 1996              10,949,146     $    4,180,206       $     322,067   $   (4,824,951)        $  (322,678)

Issuance of shares for cash                    28,333                 28                  --               --                  28
Issuance of shares for compensation           320,000                 --             166,368               --             166,368
   expense
Net loss                                           --                 --                  --         (686,491)           (686,491)
                                        -------------     --------------       -------------   --------------    ----------------

Balance at March 31, 1997                  11,297,479     $    4,180,234       $     488,435   $   (5,511,442)
                                        -------------     --------------       -------------   --------------         $  (842,773)

Issuance of shares for cash                   230,000                230                  --               --                 230
Stock compensation expense                         --                 --             764,552               --             764,552
Issuance of shares for debt to equity         520,000            650,000                  --               --             650,000
  conversion
Issuance of shares for asset purchase         400,000            500,000                  --               --             500,000
Net loss                                           --                 --                  --         (850,677)           (850,677)
                                        -------------     --------------       -------------   --------------     ---------------

Balance at June 30, 1997                   12,447,479     $    5,330,464       $   1,252,987   $   (6,362,119)         $  221,332
                                        =============     ==============       =============   ==============     ===============

</TABLE>



<PAGE>



                              STATEMENTS OF CASH FLOWS
                                     (Unaudited)

<TABLE>
<CAPTION>

                                            Three Months Ended June 30,          Six  Months Ended June 30,
                                           ------------------------------       ----------------------------
<S>                                            <C>        <C>                    <C>                <C>        
                                               1996           1997                 1996                     1997
                                             --------       ---------            --------                 ---------
Cash Flows from Operations:
    Net loss                             $   (597,316)    $  (850,677)           $   (1,051,140)     $   (1,537,168)
Adjustments to Reconcile Net Loss
    to Net Cash Provided (Used)
    by Operations:
       Non-cash issuance of common
         stock for services rendered              --              --                         --             100,000
Non-cash compensation from
         stock options                         76,967         764,552                   142,009             830,920
Depreciation and amortization                  37,696          62,973                    50,321             114,637
Increase in accounts receivable               (69,396)       (284,616)                  (87,198)           (310,155)
(Increase) decrease in employee
          advances                            (73,356)         (2,768)                  (79,378)             19,939
(Increase) decrease in advances
          to stockholders                    (199,759)         (2,729)                 (227,918)            176,447
(Increase) decrease in prepaid
          expenses                              5,156          (3,845)                   (3,191)             (1,160)
(Increase) decrease in deposits
          and other assets                      2,297              --                   (13,475)              2,067
Increase (decrease) in
          accounts payable                   (128,054)        (47,006)                  (89,696)             44,015
Increase in accrued expenses                  112,343          50,392                   106,717             222,763
Increase in client deposit                         --          75,531                        --              75,531
Increase (decrease) in accrued
           payroll and taxes                   12,000           1,616                    (1,681)             15,164
                                            ---------      ----------                ----------           ---------
Net Cash Used in Operations                  (821,422)       (236,577)               (1,254,630)           (247,000)
                                            ---------      ----------                ----------           ---------

Cash Flows from Investing Activities:
Purchases of furniture and equipment          (52,057)        (18,926)                 (117,111)            (26,911)
Proceeds on capital lease receivable               --           8,225                        --              12,234
                                            ---------      ----------                ----------           ---------
Net Cash Used in Investing Activities         (52,057)        (10,701)                 (117,111)            (14,677)
                                            ---------      ----------                ----------           ---------

<PAGE>


                                       STATEMENTS OF CASH FLOWS (CONTINUED)
                                                   (Unaudited)


                                            Three Months Ended June 30,                Six  Months Ended June 30,
                                            ---------------------------               ----------------------------
                                             1996                 1997                 1996                 1997
                                           -------               ------               ------              ------
Cash Flows from Financing Activities:
Proceeds from issuance of common             749,502              2,295              1,187,877              2,323
    stock
Debenture to equity conversion               552,500                 --                552,500                 --
Proceeds from note payable                        --            170,000                     --            170,000
Proceeds from line of credit                      --            125,000                     --            125,000
Proceeds from issuance of debentures              --            150,000                     --            150,000
Principal payments on note payable                --             (6,703)                    --             (6,703)
Payments on capital leases payable            (5,868)           (23,498)                (7,371)           (46,418)
                                            --------            -------              ---------           --------
Net Cash Provided by Financing
       Activities                          1,296,134            417,094              1,733,006            394,202
                                            --------            -------              ---------           --------

Net increase in cash                         422,655            169,816                361,265            132,525
Cash, beginning of period                     53,638             12,977                115,028             50,268
                                            --------            -------              ---------           --------
Cash, end of period                      $   476,293         $  182,793            $   476,293        $   182,793
                                            ========            =======              =========           ========

</TABLE>


<PAGE>



      NOTES TO FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The unaudited financial  statements included herein for Electronic  Transmission
Corporation  (the  "Company")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and include
all  adjustments  which are, in the opinion of management,  necessary for a fair
presentation. Certain information and footnote disclosures required by generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations.

NOTE 2 - OFFICE FURNITURE AND EQUIPMENT

The following is a summary of office furniture and equipment:

                                                 June 30,              June 30,
                                                   1997                  1996

Furniture                                $       105,343         $      44,869
Computer & Office Equipment                      500,919               254,631
Computer Software                                113,642                78,124
Leasehold Improvements                             8,816                    --
                                        ----------------        --------------
                                                 728,720               377,624
     Less:  accumulated depreciation            (245,365)              (82,494)
                                        ----------------        --------------
                                        $        483,355      $        295,130
                                        ================      ================

NOTE 3 - STOCK OPTIONS

Compensation  costs  will be  recognized  as an  expense  over  the  periods  of
employment  attributable  to the options at an amount equal to the excess of the
fair market  value of the stock at the date of  measurement  over the amount the
employee must pay. The measurement date is generally the grant date. On June 15,
1997, the Board of Directors  unanimously  passed a resolution  accelerating the
vesting of certain stock options.  Therefore, stock compensation costs totalling
$764,552 were  recognized as expense during the quarter ended June 30, 1997. Had
compensation cost for the Company's stock-based  compensation been determined on
the fair value at the grant dates for awards  with the method of FASB  Statement
123, the Company's net loss and loss per share would have been unchanged.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of June 30,  1997,  the Company had a  receivable  of $2,529,  from  Sterling
National  Corporation,  solely  owned  and  controlled  by L. Cade  Havard,  the
Chairman of the Board, Chief Executive Officer and President of the Company, for
working capital.
                                          
<PAGE>

NOTES TO FINANCIAL STATEMENTS

NOTE 4-RELATED PARTY TRANSACTIONS (Continued)

In June 1997, L. Cade Havard, Chairman of the Board, Chief Executive Officer and
President,  in exchange  for  $650,000 in loans and accrued  payroll the Company
allowed Mr. Havard to exercise options for 520,000 shares of ETC common stock.

NOTE 5-PURCHASE OF ELECTRA-NET

In April 1997,  the Company  purchased  the assets and business of  Electra-Net,
L.C. in exchange for 400,000  shares of common  stock  valued at  $500,000.  The
purchase method was used to account for the acquisition,  and the purchase price
was allocated as follows:

         Current assets                                       $  78,126
         Property and equipment                                   1,846
         Software                                                19,062
         Goodwill                                               400,966
                                                               --------
                                                               $500,000
                                                               ========

The Company is presently  operating  the  business as a division  under the name
Electra-Net.

The accompanying  financial statements include the operations of Electra-Net for
the period from April 1, 1997 through June 30, 1997.


NOTE 6-FINANCING ACTIVITIES

The Company  obtained a $125,000 line of credit in April 1997 of which principal
and  interest are due July 17,  1997.  Accrued  interest is payable on a monthly
basis, beginning May 17, 1997, at a variable interest rate not to exceed 18% per
annum. Interest will be calculated from the date of each advance until repayment
of each advance or maturity, whichever occurs first.

In May 1997, the Company  authorized an aggregate  offering of $1,000,000 of its
one-year  12%  Convertible  Subordinated  Debentures  to fund new  acquisitions,
pay-off existing debts and supply future working capital. The Debentures are due
in May 1998 with interest payable  semi-annually.  The holder or holders of this
Debenture may, at any time prior to maturity,  convert the principal  amount and
the accrued  interest  on this  Debenture  into  Common  Stock of the Company at
varying conversion rates of Debenture  principal and/or accrued interest for one
share of Common Stock. The offering terminated on June 1, 1997 raising $202,500.

<PAGE>
             
NOTES TO FINANCIAL STATEMENTS

NOTE 6-FINANCING ACTIVITIES (Continued)

Also in May 1997,  the Company  obtained a  short-term  working  capital loan of
$170,000.  Eighty-five  thousand  dollars of the principal  amount plus interest
will be repaid in twelve monthly payments.  Interest only will be due monthly on
the remaining  eighty-five  thousand dollars of the principal amount, which will
be due on May 19, 1998.  The loan will incur an interest rate of twelve  percent
per annum from date of  funding.  The lender  has the option to  purchase  up to
113,333  shares of common  stock in the Company at a price of $1.50 per share on
or before May 19, 1998.

NOTE 7-BOARD OF DIRECTORS

Effective June 1, 1997, Rick Snyder, Director of the Company, resigned to pursue
other business  interests.  The  resignation  was not a result of any dispute or
disagreement  between Mr. Snyder and the Company.  Mr. Dennis Barnes was elected
Director until the next annual stockholder's meeting.

NOTE 8-SUBSEQUENT EVENTS

On July 17,  1997,  the  $125,000  line of credit was renewed and  increased  to
$200,000.  The principal and any unpaid interest is due on November 17, 1997 and
bears interest at eleven percent per annum.

In July 1997,  the Company  entered  into a contract to  purchase  hardware  and
license software in order to begin a new division for third party administration
("TPA").  The term of the License and  Maintenance  Agreement is for five years.
The total cost of the  system is  $441,838  and is payable in four  installments
beginning   with  $87,500  due  upon   execution,   followed  by  $150,000  upon
installation of computer  system,  $116,838 upon the earlier of set-up of system
or October 31, 1997 and $87,500 due on January 1, 1998.  Operations are expected
to begin in September 1997.




<PAGE>




ITEM 2. -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

Electronic Transmission Corporation (the "Company"), a Delaware Corporation,  is
the survivor of a merger (the "Merger") of Electronic Transmission  Corporation,
a Texas corporation,  into ETC Transaction  Corporation,  a Delaware corporation
(originally incorporated in the Province of Alberta, Canada). As ETC Transaction
Corporation,  the  Company's  predecessor,  was a  dormant  entity  prior to the
effectiveness of the Merger, the following comparative and analysis assumes that
the Merger was  effective as of January 1, 1997 for the purpose of comparing the
financial condition and results of operations of ETC Transaction Corporation and
the Company for the noted periods.

Effective  April 1, 1997,  the  Company  acquired  the assets  and  business  of
Electra-Net,  L.C. in  exchange  for 400,000  shares of common  stock  valued at
$500,000.  Electra-Net,  L.C. is a company  wholly-owned and operated by L. Cade
Havard the Chairman of the Board,  Chief Executive  Officer and President of the
Company.  Electra-Net  is in the business of obtaining  discounts  and repricing
medical claims.  The revenues from Electra-Net  increased  revenues by 349% over
the first quarter 1997 revenues while only increasing  costs by 34%. The Company
has not only  offered  this  service  to  existing  clients,  but has  added six
additional clients using just the discount and repricing services.

Results of Operations of The Company

For the Six Months Ended June 30, 1996.  For the six months ended June 30, 1996,
the results of operations  were  significant in that the Company  determined the
types of clients to pursue and the nature of processing services to be provided.
Management  secured  its first  substantial  clients  and began the  process  of
implementing  its system for commercial  use.  Although no significant  revenues
were generated from the electronic transmission of data, the process of handling
claims information was established.

Direct expenses  incurred for services  provided during the development stage in
the second  quarter of fiscal 1996 were $83,458 or 44% of total revenues for the
period. In addition to minimal revenues, the Company's lack of operating history
resulted in a reluctance  by vendors to extend any credit to the Company and any
credit  that was  offered was on  unfavorable  terms.  With the lack of adequate
trade  credit to build its  business,  the  Company  relied  on its  ability  to
generate   additional  capital  through  the  issuance  of  debt  and/or  equity
securities to fund the operating expenses of the business.

For the Quarter Ended June 30, 1997 Compared to the Quarter Ended June 30, 1996

For the quarter ended June 30, 1996,  the Company was still a development  stage
enterprise. Revenues were $190,340 and net loss was $597,316. As the Company had
not begun its ongoing  operations,  a detailed discussion of comparative results
of operations is not meaningful.

<PAGE>

Revenues for the quarter  ended June 30, 1997 were  $1,090,488  and net loss was
$850,677.  Principal  expenses were personnel costs of  approximately  $438,886,
stock  compensation  costs of $764,552  and legal and  professional  expenses of
approximately  $71,234.  Stock compensation expense increased due to an election
by the Board of Directors to accelerate  the vesting of certain  stock  options.
This will be a one-time expense.  Legal and professional  expenses are primarily
related to expenses  incurred for general  corporate matters and the preparation
of various SEC filings.

Operating Expenses

Direct costs for the quarter ended June 30, 1996 consisted  primarily of $17,349
in optical character  recognition ("OCR") costs, $50,014 in data entry personnel
costs and $13,321 in electronic data line costs.

Management  believes  that it has been able to manage the  relationship  between
cost and revenues up to the present with income increasing at a much faster rate
than expenses given the  implementation  of claims  processing  services and the
acquisition  of  Electra-Net.  Direct costs for the quarter  ended June 30, 1997
consisted  primarily of $128,803 in data entry personnel  costs,  $68,345 in OCR
costs, $9,017 in electronic data line costs and $207,434 in network fees.

Net Loss

The Company  incurred a net loss of $597,316 and $850,677 for the quarters ended
June 30, 1996 and 1997,  respectively.  The Company  expects to incur  losses in
future periods until it generates  sufficient  revenues from an expanded  client
base to offset ongoing operating costs and expansion expenses.

Liquidity and Capital Resources

At June 30, 1997,  the Company had cash and cash  equivalents  of  approximately
$182,793,  and a working capital  deficit of  approximately  $402,017.  In April
1997, the Company obtained a $125,000 line of credit.  Advances of $125,000 were
made  and  principal  plus  any  unpaid  interest  will be due  July  17,  1997.
Subsequent to the quarter ended June 30, 1997, the Company renewed and increased
its line of credit. The line of credit was increased to $200,000.  The principal
plus any unpaid  interest  will be due  November  17, 1997 and bears an interest
rate of elevent  percent per annum.  The Company  authorized  the issuance of an
aggregate  offering of $1,000,000 of its one-year 12%  Convertible  Subordinated
Debentures in order to fund new  acquisitions,  pay-off  existing  debts and for
working  capital.  The offering  terminated on June 1, 1997 raising  $202,500 in
debentures.  In May 1997, the Company obtained a short-term loan for $170,000 to
fund working capital.  Eighty-five thousand dollars of the principal amount plus
interest  will be repaid in twelve  monthly  payments.  Interest only wil be due
monthly on the remaining  eighty-five  thousand dollars of the principal amount,
which will be payable on May 19, 1998.  The loan will incur an interest  rate of
twelve  percent  per annum  from date of  funding.  The lender has the option to
purchase up to 113,333 shares of common stock in the Company at a price of $1.50
per share on or before May 19, 1998.

The  Company  believes  that  the  Merger  has had and will  continue  to have a
positive effect on its liquidity and capital resources.  The Merger provides the
Company with greater capital resources and liquidity through the availability of
public markets and financing  opportunities;  however, its results of operations
will  be  only  marginally  improved  as  ETC  Transaction  Corporation  had  no
significant operations.

The  Company  has  continued  to expand  its  client  base by adding  new claims
automation and repricing clients.

Research and  development to be performed over the next twelve months will be to
enhance the current software  programs used in automating  clients by increasing
the speed of processing and developing  value added services for clients.  It is
not expected  that costs  associated  with  projected  research and  development
efforts will materially effect the financial condition and results of operations
of the Company for fiscal 1997.

With the acquisition of Electra-Net,  the revenues have increased over the first
quarter  of 1997 by 349%.  The  Company  has not only  offered  this  service to
existing clients,  but has added six additional  clients using just the discount
and repricing  services.  Electra-Net  is anticipated to maintain these revenues
throughout 1997. Due in large part to the acquisition of Electra-Net, Management
believes that there will be enough working capital for the next twelve months.

The  Company  is in the  start-up  phase  of a new  division  as a  third  party
administrator  ("TPA"). A License and Maintenance  Agreement was entered into to
purchase  hardware  and license  software in order to run the TPA.  The TPA will
process medical claims on behalf of self-insured  corporations.  It is estimated
that the TPA will add $100,000 in revenues  during 1997 and $750,000 in revenues
during 1998. Operations are anticipated to begin in September 1997.

As the  Company  grows in the  number  of  claims it  processes,  the  number of
employees will also increase but not  significantly.  Personnel that is added to
handle the increase in volume will typically be added in the data perfection and
quality  assurance  departments.  These are  hourly  employees  and are  readily
available in the marketplace.

                                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not applicable.



ITEM 2.  CHANGES IN SECURITIES

         Not applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Financial Statements and Exhibits Page

Financial Statements. The following financial statements are submitted as a part
of this report:

Balance Sheet - June 30, 1997................................................ 1

Statements  of  Operations  - Three  Months Ended 
June 30, 1997 and 1996 and Six Months Ended June 30, 1997 and 1996........... 3

Statement of Stockholders' Equity - Quarter Ended June 30, 1997.............. 4

Statements  of Cash Flows - Three  Months  Ended June 30,  1997 and 1996 
and Six Months Ended June 30, 1997 and 1996.................................. 5

Notes to Financial Statements................................................ 7

2.       Exhibits

         Exhibit number 10.15 - Contract for Electra-Net Purchase.

(b)      Reports on Form 8-K.

         There were no reports  filed on Form 8-K for the quarter ended June 30,
1997.
                                                    SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

         ELECTRONIC TRANSMISSION CORPORATION

         Signature                      Title                        Date


    /s/   L. CADE HAVARD        Chairman, Chief Executive      August 15, 1997
- ------------------------          Officer, President and
          Cade Havard              Director (Principal
                                   Executive Officer)
                                  

  /s/   LOUANN C. SMITH          Controller (Principal         August 15, 1997
- -----------------------           Accounting Officer)
      Louann C. Smith             



                                  Exhibit 10.15

                                CONTRACT OF SALE


Electra-Net,  L.C.  ("Electra-Net")  agrees  to  transfer  all of its  assets to
Electronic  Transmission  Corporation  ("ETC")  under  the  following  terms and
conditions.

Electra-Net  hereby  sells,  transfers  and conveys all of its right,  title and
interest in its business  activities  (hereinafter the Electra-Net  Business) as
well as all of its assets,  including but not limited to contracts,  agreements,
accounts  receivable  and  goodwill  to  Electronic  Transmission   Corporation.
Electra-Net  additionally  grants a  twenty-nine  year  license  to use the name
"Electra-Net" to ETC.

ETC will  pay  Electra-Net  the  equivalent  of five  hundred  thousand  dollars
($500,000) in ETC common stock, which is herein deemed to be 400,000 shares.

ETC agrees that it will maintain  separate  accounting  records for  Electra-Net
Business  and that  this  agreement  will  apply to any  transfer  of  ownership
interests in such business  activities to third parties.  ETC further agrees not
to assign,  sell or otherwise  transfer  this  Contract of Sale, or any interest
herein  without  the prior  written  consent of Havard,  such  consent not being
unreasonably withheld.

This agreement and all exhibits attached hereto and expressly made a part hereof
shall  constitute  the entire  agreement  relating to the subject  matter hereof
between the parties  hereto.  Each party  acknowledges  that no  representation,
inducement, promise or agreement has been made orally or otherwise, by the other
party,   or  anyone   acting  on  behalf  of  the  other   party,   unless  such
representation,  inducement, promise or agreement is embodied in this agreement,
expressly or by  incorporation.  No amendment to this  agreement  shall be valid
unless it is in writing and signed by the parties.

This agreement shall be governed by and construed in accordance with the laws of
the  State  of  Texas  and if any  provision  hereof  is held to be  invalid  or
unenforceable,  the  remaining  provisions  shall be  deemed  valid  unless  the
provision held invalid or unenforceable shall substantially  impair the benefits
of the remaining  portions of this agreement.  The waiver by either party of any
breach by the other party of any of the provisions of this  agreement  shall not
constitute a continuing  waiver or a waiver of any subsequent breach of the same
or of a different provision of this agreement.

Any notice or other  communication  made or contemplated by this agreement to be
in  writing  shall be deemed to have  been  received  by the party to whom it is
addressed five (5) days after it is deposited in the United States mail, postage
prepaid, return receipt requested, and addressed ad follows:

         If to ETC:                 Electronic Transmission Corporation
                                    5025 Arapaho Rd., Suite 501
                                    Dallas, Texas  75248

         If to Havard:              Mr. L. Cade Havard
                                    6215 Glendora
                                    Dallas, Texas  75230

         This Contract of Sale is effective April 1, 1997.


Electra-Net, L.C.


\s\ L. Cade Havard
L. Cade Havard, Principle

Electronic Transmission Corporation


\s\ L. Cade Havard
L.    Cade Havard
Chairman, CEO

<TABLE> <S> <C>


<ARTICLE> 5
<CIK> 0001017586
<NAME>             Electronic Transmission Corporation
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                          182793
<SECURITIES>                                         0
<RECEIVABLES>                                   659741
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                858980
<PP&E>                                          728720
<DEPRECIATION>                                  245365
<TOTAL-ASSETS>                                 1758200
<CURRENT-LIABILITIES>                          1260997
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       5330464
<OTHER-SE>                                     1252987
<TOTAL-LIABILITY-AND-EQUITY>                   1758200
<SALES>                                              0
<TOTAL-REVENUES>                               1403262
<CGS>                                                0
<TOTAL-COSTS>                                   655733
<OTHER-EXPENSES>                               2273200
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               13886
<INCOME-PRETAX>                               (1537168)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (1537168)
<EPS-PRIMARY>                                     (.13)
<EPS-DILUTED>                                     (.13)
        

</TABLE>


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