U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 1999
eConnect
(Previously known as Betting, Inc.)
(Exact name of registrant as specified in its charter)
Nevada
(State or jurisdiction of incorporation
or organization)
33-68570
(Commission File Number)
43-1239043
(I.R.S. Employer Identification Number)
2500 Via Cabrillo Marina, Suite 112, San Pedro,California 90731
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (310) 514-9482
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Registrant has acquired a significant amount of assets, other
than in the ordinary course of business, as follows:
Effective on May 6, 1999, the Registrant acquired all of the
stock and other assets of Rogel Technologies ("RT"). These
assets consisted of the following: (a) RT's Secure Email service
revenue; (b) Perfect Merchant Response Software (MRS); (c) RT's
Global Market Place Mall (GMM) (all present and future revenue)
(the GMM includes these products: GMM Classified Adds, GMM Web
hosting services, eTrusts, eHomebuy, eDine, eTheater, Portable
Website Software, PCA Compression Software, and Virtual Card Game
Software).
This acquisition was completed with the following payments: (a)
2,750,000 free trading shares; (b) 2,500,000 restricted shares;
(c) options to purchase 500,000 shares at an exercise price of
$0.50 per share, which options expire on June 30, 2000; (d)
options to purchase 500,000 shares at an exercise price of $1.00,
which options expire on June 30, 2001; (e) options to purchase
250,000 shares at an exercise price $2.00 per share, which
options expire on June 30, 2002 ; (f) $200,000 per year
management fee payable from the gross revenues of RT; and (g)
12.5% of the remaining net profits of RT as an administration
fee.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
eCONNECT
Dated: November 10, 1999 By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
EXHIBIT INDEX
Exhibit No. Description
Letter of Commitment between Rogel Technologies and the Company,
dated May 6, 1999 (see below).
Letter of Commitment
This Letter of Commitment is made as of the 6th of May, 1999,
("The Effective Date") by Rogel Patawaran, individually and
collectively known as, Rogel Technologies with address at 1861
S. Bundy Dr. Los Angeles, CA 90025 ("Hereinafter referred to as
"RT") and Mr. Tom Hughes, individually and collectively known as,
Betting, Inc. with address at 31310 Eaglehaven Center, Suite 10,
Rancho Palos Verdes, California 90275 ("Hereinafter referred to
as "BETT ")
The following are the steps to accomplish the Acquisition of
Rogel Technologies. The actual Acquisition contract will be
drafted once we have the approval from the share holders.
Terms & Procedures
1. BETT Agrees to Acquire to RT as a wholly owned subsidiary.
2. The Acquisition of RT shall be paid entirely with Betting,
Inc. stock (symbol: OTC - BETT).
Paid as follows:
2A. No later than Wednesday May 19th, 1999, the sum of Two
Hundred and Fifty Thousand shares (250,000) of free trading S-8
Stock of BETT will be issued to RT as a "Good Faith"
payment.(Stocks are to be issued via Wire Transfer or in the form
of a Stock Certificate made to the name of Rogel Technologies)
2B. The Sum of Two Million, Five Hundred Thousand
(2,500,000) free trading shares of BETT issued within
Five (5) business days after the SB2 Form Registration has been
approved.
2C. The Sum of Two Million, Five Hundred Thousand
(2,500,000) 144 restricted shares of BETT issued within Five (5)
business days after the SB2 Form Registration has been approved.
2D. The Sum of Five Hundred Thousand (500,000) option shares
at the price of $.50 of BETT issued no later than June 30, 2000.
2E. The Sum of Five Hundred Thousand (500,000) option shares
at the price of $1.00 of BETT issued no later than June 30, 2001.
2F. The Sum of Two Hundred and Fifty Thousand (250,000)
option shares at the price of $2.00 of BETT issued no later than
June 30, 2002.
It is agreed by BETT that if the above time table to acquire RT
is not accomplished then, the Agreement, that is embodied in this
letter, shall become "void" and any and all "Good Faith"
Payment(s) issued to RT by BETT shall be considered non-
refundable. It is also agreed by BETT that in the event that
Betting, Inc. (symbol: OTC - BETT) shares should drop below a
market "bid" price of Twenty Cents ($.20) per share before
September 1, 1999 for a period of more than Twenty (20) Business
days then, BETT shall, in order to continue the Acquisition
process of RT, issue to RT an additional sum of Two Million,
Five Hundred Thousand (2,500,000) Free Trading shares of Betting,
Inc. (symbol: OTC - BETT) no later than Five (5) business day
from the Twentieth (20th) day of such stock price decline. (All
Stocks are to be issued via Wire Transfer or in the form of a
Stock Certificate made to the name of Rogel Technologies)
3. The Acquisition of Rogel Technologies will include:
3A. RT's Secure Email service revenue.
3B. Perfect Merchant Response Software (MRS)
3C. RT's Global Market Place Mall (GMM) (All present and
future revenue)
The GMM includes these products:
* GMM Classified Adds
* GMM Web hosting services
* eTrusts
* eHomebuy
* eDine
* eTheater
* Portable Website Software.
* PCA Compression Software
* Virtual Card Game Software.
3C. Rogel Technologies present staff will remain as
management and RT will receive:
1. Two Hundred Thousand Dollar ($200,000.00) per year management
fee from the "Gross Revenues" of RT.
2. An additional twelve point five percent (12.5% ) of the
remaining "Net Profits" of RT as an administration fee.
3D. A consultant agreement for Mr. Patawaran with Betting, Inc.
To continue the support of creating and writing new software
products for eConnect, eGate and ET&T.
The parties hereby represent and warrant that the individuals
executing this letter on their behalf are authorized to do so and
will bind the parties to the terms and conditions of this Letter.
IN THE WITNESS WHEREOF, I have executed this letter on the date
first written above.
/s/ Rogel Patawaran
Rogel Patawaran, President
Rogel Technologies
Agreed And Accepted
/s/ Thomas Hughes
By, Thomas Hughes, CEO
Betting, Inc.
