U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST
31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 33-68570
BETTING, INC. (1)
(Exact name of registrant as specified in its charter)
Missouri (2) 43-1239043
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
31310 Eaglehaven Center
Suite 10
Rancho Palos Verdes, California 90275
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (310) 541-4393
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.01 Par Value; Class A Warrants
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) been subject to such filing requirements
for the past 90 days. Yes No X .
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB [ ].
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of August 31, 1998: Common Stock,
par value $0.01 per share -- $1,785,000. As of August 31, 1998,
the registrant had 14,284,234 shares of common stock issued and
outstanding.
(1) Effective on June 4, 1999, the name was changed to eConnect.
(2) Effective on June 1, 1999, the jurisdiction of organization
was changed to Nevada.
TABLE OF CONTENTS
PART I
PAGE
ITEM 1. BUSINESS 3
ITEM 2. PROPERTIES 4
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. SUBMISSION TO MATTERS TO VOTE
OF SECURITY HOLDERS 5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 9
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 9
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT 10
ITEM 10. EXECUTIVE COMPENSATION 10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 12
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES,
AND REPORTS ON FORM 8-K 14
SIGNATURES 15
PART I.
ITEM 1. BUSINESS.
(a) Business Development
Betting, Inc., was organized under the laws of the State of
Missouri on September 1, 1981, as HANDY-TOP, INC. On April 20,
1983, the Articles of Incorporation were amended to change the
name of the corporation to HTI Corporation. On May 28, 1993, the
Articles of Incorporation were amended to change the name of the
corporation to Leggoons, Inc. In addition to changing the
company's name, the May 28,1993, amendment to the Articles of
Incorporation increased the number of authorized shares of common
stock from 40,000 to 10,000,000 and decreased the par value of the
common stock from $1.00 per share to $.01 per share. Also on May
28, 1993, Leggoons, Inc., declared a 14-for-1 stock split. Unless
otherwise indicated, all share and per share data are reflected on
a post split basis throughout this Form 10-KSB.
On June 12, 1996, Leggoons, Inc., transferred all of its
assets and liabilities to a third party assignee, under an
"Assignment for the Benefit of Creditors" (the "Assignment"). An
Assignment is a business liquidation device available as an
alternative to bankruptcy. The third party assignee, a Nebraska
corporation, also named Leggoons, Inc. (the "Assignee"), will be
required to properly, timely, and orderly dispose of all remaining
assets for the benefit of creditors. Leggoons, Inc., continued to
maintain its' status as a shell corporation.
On February 18, 1997, Leggoons, Inc. entered into an
Agreement to License Assets from Home Point of Sales, Inc.(HPOS).
HPOS is a privately held corporation focused on the emergence of
the Personal Encrypted Remote Financial Electronic Card
Transactions industry. This industry provides consumers with the
option to instantly pay bills or impulse purchase from home with
real time cash transactions. Management believes the proprietary
technology and the large demand for wagering opportunities in
today's marketplace will combine to generate substantial sales for
Leggoons, Inc., over the medium term.
Thomas S. Hughes, Chairman of HPOS, became Chairman and
President of Leggoons, Inc., on March 1, 1997. He will focus on
procedures, policies and state approvals to begin home lottery,
off track betting, casino and sports ATM card and SMART card
wagering. A search is presently being conducted to locate a
CEO/COO for the Company. The CEO/COO will assemble a team of
professionals to develop the procedures and policies of home ATM
card and SMART card wagering. This development process will
include a close focus on the political and the instant taxation of
home winnings issues associated with home ATM card and SMART card
wagering.
Thomas S. Hughes, Chairman of HPOS, will remain as Chairman
and President of the Leggoons, Inc. Leggoons, Inc., intends to
seek shareholder ratification of its name change from Leggoons,
Inc. to Betting, Inc.
(b) Business of Issuer
Betting, Inc. (the "Company") is positioning itself to
facilitate same as cash ATM card or smart card transactions that
are originating from bank host processing centers and are being
sent to gaming operators. These transactions are being effected
with electronic equipment that allows self service pay per play
and no actual communications between the player and the gaming
operator. These types of transactions will be originating from
homes, offices, and public walk in locations. The Company will
act as the interface that will communicate data to the gaming
operators, receive back their acknowledgment of the transaction
and then pass on this gaming acknowledgment to the bank host
processing center that has been standing by for this information
and has already completed the bank authorization of the pay per
play transaction.
The business model of the Company is to receive a fee per
transaction paid to Betting, Inc. by the bank host processing
center at the moment of the transaction. In general, this fee
will be from between 2% to 6% of the wager placed on a pay per
play or a $6 flat fee in the case of an account being opened.
The internet gaming industry is an industry that has
developed significantly in recent years. The internet gaming
industry as a whole is under increasing governmental scrutiny as
the industry develops. It is possible that at some point in the
future there could be legislation against gambling on the internet
or other similar methods.
Leggoons, Inc., was engaged in the design, manufacture and
distribution of apparel and related accessories which are sold to
better specialty and department stores nationwide under the
brands: Leggoons, CPO by Leggoons, John Lennon Artwork Apparel and
Snooggel. On January 19, 1996, Leggoons, Inc., entered into a
Licensing Agreement with Robert Tamsky, a former director and
employee of the Leggoons, Inc. Pursuant to the terms of the
Licensing Agreement, the Leggoons, Inc., granted Mr. Tamsky
effective January 1, 1996, the right to use the LEGGOONS trademark
in connection with the design, production, marketing, sales and
sublicensing of all clothing, wearing apparel and accessories
bearing the "LEGGOONS" symbol. This right will continue until
December 31, 1998, and may be extended thereafter each year for an
additional year. In consideration for the license, Mr. Tamsky,
according to the Licensing Agreement, shall pay to the Leggoons,
Inc. a royalty of five percent of the net sales of "LEGGOONS"
products.
Also on January 19, 1996, the Leggoons, Inc., adopted a
formal plan to discontinue the designing, selling, manufacturing
and distribution of its apparel products. As part of such plan,
Leggoons, Inc., discontinued production on April 30, 1996, and
intended to either sell or liquidate the operations within twelve
months of that date. On June 12, 1996, Leggoons, Inc.,
transferred all of its assets and liabilities to a third party
assignee, under an "Assignment for the Benefit of
Creditors." Included in the Assignment were the rights and
obligations of the Licensing Agreement.
Item 2. Description of Property.
Not Applicable
Item 3. Legal Proceedings.
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) Market Information
The Common Stock is traded in the over-the-counter market
and the range of closing bid prices shown below is as reported by
the OTC Bulletin Board. The quotations shown reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may
not necessarily represent actual transactions.
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended August 31, 1998
High
Low
First Quarter
0.12
0
Second Quarter
0.08
0
Third Quarter
0.15
0.03
Fourth Quarter
0.20
0.06
Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended August 31, 1997
High
Low
First Quarter
8
5.875
Second Quarter
8.125
7.625
Third Quarter
0.8125
0.0625
Fourth Quarter
0.5625
0.06
(b) Holders of Common Equity
As of August 31, 1998, the Company estimates there were 400
beneficial shareholders of the Company's Common Stock.
(c) Dividends
The Company has not declared or paid a cash dividend to
stockholders since it became a "C" corporation on November 18,
1993. The Board of Directors presently intends to retain any
earnings to finance Company operations and does not expect to
authorize cash dividends in the foreseeable future. Any payment
of cash dividends in the future will depend upon the Company's
earnings, capital requirements and other factors.
Item 6. Management's Discussion and Analysis of Financial
condition and Results of Operations.
Comparison of Fiscal 1998 and 1997
The loss for the year ended August 31, 1998, was $196,968.
The Company recognized $0 in revenue while preparing the setup of
the Company to commence operations as a facilitator of same as
cash ATM card or smart card transactions that are originating from
bank host processing centers and are being sent to gaming
operators. The loss was due to consulting fees of $122,020 and
general and administrative expenses of $74,948.
During the period September 1, 1996, through February 28,
1997, the Company was operating as Leggoons, Inc. (a public shell
available for merger or acquisition). During this six month
period the net loss from continuing operations was $35,912. This
loss was due to general and administrative expenses of $35,912.
The primary general and administrative expenses incurred during
the six month period ended February 28, 1997, were legal expenses
related to the HPOS license agreement, accounting fees for the
audit of Leggoons, Inc., financial statements as of and for the
year ended August 31, 1996, and stock expenses required to
maintain Leggoons, Inc., public shell status. During the period
March 1, 1997, through August 31, 1997, the Company was
maintaining operations as Betting, Inc. During this six month
period the net loss from continuing operations was $1,663,533.
This loss was due to operating expenses of $1,663,533. The
operating expenses were consulting fees of $565,740, research and
development expenses of $450,331, software development costs of
$507,600 and general and administrative expenese of $139,862.
Liquidity and Capital Resources
During the period September 1, 1997, through August 31,
1998, the Company issued 6,441,000 shares of common stock for
services rendered and payments on accounts payable and due to
stockholder. For the shares of common stock issued for services
rendered and payments on accounts payable during the period
September 1, 1997, through August 31, 1998, the following
valuation policies were used so that a financial value could be
assigned to the stock issuance transactions: the closing "market"
stock price on the day of each common stock issuance was used to
determine "fair market value" of the 1,369,000 unrestricted common
shares issued; the closing "market" stock price on the day of each
common stock issuance less a 50% discount was used to determine
"fair market value" of the 2,322,000 restricted common shares
issued. Common shares that were issued and for which no
performance was received, 2,750,000 shares, were valued at par
value, $.01 per share. For the 2,750,000 shares of common stock
issued for which no performance was received a stop has been
placed on the stock certificates with the Company's stock transfer
agent.
The financial value of the common stock issued for no cash
consideration is required to be expensed by the Company. The
"fair market value" of such common stock issued, $153,160, has
primarily been expensed as $122,020 in consulting fees and $31,140
in general and administrative expenses during the year ended
August 31, 1998. Some of the common stock shares issued were
registered with the Securities and Exchange Commission using Form
S-8 Registration Statements.
During the six month period from September 1, 1996, through
February 28, 1997, Leggoons, Inc., principal stockholder, James S.
Clinton, provided the operating capital needed to fund operations.
During the six month period from March 1, 1997, through August 31,
1997, operations were funded via advances from HPOS and by issuing
common stock for funds and services rendered. During the period
March 1, 1997, through August 31, 1997, the Company issued
4,710,234 shares of common stock for services rendered. For the
2,999,734 shares of common stock issued for services rendered
during the period March 1, 1997, through May 31, 1997, the
following valuation policies were used so that a financial value
could be assigned to the stock issuance transactions: the closing
"market" stock price on the day of each common stock issuance was
used to determine "fair market value" of the 520,000 unrestricted
common shares issued; the closing "market" stock price on the day
of each common stock issuance less a 50% discount was used to
determine "fair market value" of the 1,725,734 restricted common
shares issued. Common shares that were issued and for which no
performance was received, 754,000 shares, were valued at par
value, $.01 per share. For the 1,710,500 shares of common stock
issued for services rendered during the period June 1, 1997,
through August 31, 1997, an average closing stock price of $.20
was used to determine "fair market value" of each share issued so
that a financial value could be assigned to the stock issuance
transactions..
The financial value of the common stock issued for no cash
consideration is required to be expensed by the Company. The
"fair market value" of such common stock issued, $1,297,805, has
primarily been expensed as $304,240 in consulting fees, $445,128
in research and development costs, $500,000 in software
development costs and $48,437 in general and administrative
expenses during the year ended August 31, 1997. Some of the
common stock shares issued were registered with the Securities and
Exchange Commission using Form S-8 Registration Statements.
The common shares of stock issued for noncash consideration
were, in some cases, given for past services rendered to HPOS in
developing its' product.
The management of the Company is continuing its search for
additional private investors to provide the funds needed to fund
day to day operations. It is also the goal of management to
register and complete additional public stock offerings of its
common stock.
The Company has an accumulated deficit of $5,467,602. The
Company's losses from operations and inability to generate
sufficient cash flow from normal operations to meet its
obligations as they come due raise substantial doubt about the
Company's ability to continue as a going concern. The Company's
ability to continue in existence is dependent upon future
developments, including obtaining financing and achieving a level
of profitable operations sufficient to enable it to meet its
obligations as they become due.
Plan of Operations
The plan of the Company is to establish partners in
countries including, but not limited to, the United Kingdom,
China, Mexico, Australia and South Africa with the stated goal
being the establishment of the wagering gate between the bank
hosts in that country and the gaming operators. The second phase
will be the connection between the various countrys' Company
wagering gates so that same day per play between countries will be
possible.
Establishing the wagering gate presence involves the linking
of Betting, Inc. to both the gaming operators and the bank hosts.
In effect, the Company will be a data host processing center whose
business is the passing of messages back and forth between the
bank hosts and the gaming operators.
The Company is currently satisfying its cash requirements by
issuing Betting, Inc. common stock for services rendered. The
Company intends to issue Betting, Inc. common stock at some point
in the future to satisfy a $237,000 obligation to the designer and
developer of the Merchant Response Software used with the
Company's hardware products. The $237,000 obligation is included
in accounts payable at August 31, 1998.
On May 22, 1996, Leggoons, Inc., entered into an Addendum to
the Stock Purchase Agreement it initially entered into on
September 5, 1995, with Infinitron Investments International, Inc.
of Vancouver B.C. ("Infinitron"). Pursuant thereto 100% of the
shares of common stock of Infinitron would be exchanged for
approximately 4,797,500 shares of common stock of Leggoons, Inc.,
which would represent approximately 95% of the post-split
Leggoons, Inc., outstanding common stock. The Addendum provided,
among other things, that Leggoons, Inc., would use its best
efforts to obtain SEC clearance of its proxy statement by July 22,
1996, and Infinitron will use its best efforts to fully cooperate
with Leggoons, Inc., in obtaining such clearance.
On July 3, 1996, counsel for Infinitron informed Leggoons,
Inc., that Infinitron does not intend to proceed with the
transactions contemplated by the Stock Acquisition Agreement.
Counsel for Infinitron stated that the basis for that action was
that he noted "a number of irregularities in the relationships
and dealings among the principals of Leggoons and Infinitron,
however he did not provide any specifics relating to that
allegation. Leggoons, Inc., believes these claims to be baseless
and without merit.
Settlement negotiations have been completed, including
verbal approval by Infinitron and Leggoons, Inc., of the
settlement documents. Generally, under the terms of the
settlement, Leggoons, Inc. shareholders are to receive 186,721
shares of Infinitron common stock, which represents approximately
3% of Infinitron's outstanding shares of common stock on August 5,
1996. The 186,721 shares of common stock of Infinitron will be
held for the benefit of the Leggoons, Inc., stockholders as their
"loss of the bargain" under the proposed merger.
As of March 31, 1999, the settlement agreement has not been
executed by all parties. If, and when, this settlement agreement
is executed the Company will be able to determine how any proceeds
of the settlement agreement affect its plan of operations for the
next twelve months. There can be no assurance that a settlement
agreement will be executed and the shareholders will receive any
proceeds.
Year 2000 Issue
Most companies have computer systems that use two digits to
identify a year in the date field (e.g. "99" for 1999). These
systems must be modified to handle turn-of-the century
calculations. If not corrected, systems failures or
miscalculations could occur, potentially causing disruptions of
operations, including, among other things, the inability to
process transactions or engage in other normal business
activities. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant.
The Company is in the process of developing an ongoing
program of communication with suppliers and vendors to determine
the extent to which those companies are addressing Year 2000
compliance issues. There can be no assurance that the Company
will be able to develop a contingency plan that will adequately
address issues that may arise in the Year 2000.
In 1999, a contingency plan will be developed in the event key or
critical suppliers or vendors are unable to meet the Year 2000
compliance. The timeframe for completing or documenting
contingency plans has not been finalized.
The Company's Year 2000 plans are based on management's best
estimates. Based on currently available information, management
does not believe that the Year 2000 issues will have a material
adverse impact on the Company's financial condition or results of
operations; however, because of the uncertainties in this area, no
assurances can be given in this regard.
Item 7. Financial Statements.
Financial statements as of and for the year ended August 31,
1998, and for the year ended August 31, 1997 are presented in a
separate section of this report following Part IV.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not Applicable
PART III.
Item 9. Directors, Executive Officers and Compliance With
Section 16(a) of the Exchange Act.
(a) Directors and Executive Officers
Thomas S. Hughes, President/Director.
Mr. Hughes, Age 52, has been President of the Company since
March 1997. From 1993 to the present, he has also served as the
President of Electronic Transactions & Technologies, a privately
held Nevada corporation which developed terminals for wireless
home and internet applications.
Jack M. Hall, Secretary/Director.
Mr. Hall, age 72, founded and is currently President of Hall
Developments, a real estate development company he founded in
1991, which employs a staff of 10 people. Mr. Hall spends
approximately 20 hours per week searching out strategic alliances
for the Company.
Diane Hewitt, Treasurer/Director.
Ms. Hewitt, age 51, has been an interior designer since
1991. Currently she owns and manages her own firm, D. Diane
Hewitt Designs. This firm's expertise is churches and employs a
staff of five people. Ms. Hewitt currently devotes approximately
25 hours per week in working with the Company's image development
and consulting with the Company's advertising firm.
(b) Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, certain officers and persons
holding 10% or more of the Company's common stock to file reports
regarding their ownership and regarding their acquisitions and
dispositions of the Company's common stock with the Securities and
Exchange Commission. The Company is unaware that any required
reports were not timely filed.
Item 10. Executive Compensation.
The following table sets forth information concerning
compensation paid by BETTING, INC. for services rendered during
fiscal year 1998, 1997, and 1996 for the Chief Executive Officer
and for each of the Company's other executive officers whose
annual salary and bonus exceeds $100,000.
Summary Compensation Table
Name and
Principal
Position
Year
Salar
y ($)
Bonus
($)
Other
($)
Stock
($)
SARs(#
) ($)
Options
/ ($)
Compensation
Thomas
Hughes
1998
- -0-
- -0-
- -0-
- -0-
- -0-
- -0-
- -0-
Thomas
Hughes/
1997
- -0-
- -0-
- -0-
375,000
- -0-
- -0-
- -0-
James S.
Clinton,
President
and
Chief
Execu-
tive
Officer
1996
- -0-
- -0-
- -0-
- -0-
- -0-
- -0-
- -0-
Perquisites and other personal benefits are omitted because they
do not exceed either $50,000 or 10% of the total of annual salary
and bonus for the named executive officer.
Item 11. Security Ownership of Certain Beneficial
Owners and Management.
The following table sets forth, as of August 31, 1998, the
beneficial ownership of the Company's Common Stock by each person
who is known by the Company to own beneficially more than 5% of
the issued and outstanding shares of the Company's Common Stock.
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
James S. Clinton
30 Ginger Cove Road
Valley, NE 68064
1,417,0001
18.0%
Thomas S. Hughes
31310 Eaglehaven Circle
Rancho Palos Verdes, CA
90275
1,000,000
12.7%
1On January 24, 1996, Mr. Larry Langston entered into an Option
Agreement with Steven Walters, a former officer and director of
Leggoons, Inc., which grants Mr. Walters an option to purchase
261,500 of Mr. Langston's common stock shares. The option price
is $100,000, the option may not be exercised prior to November 23,
1996, and expires on July 24, 1997. Mr. Walters, in turn, has
assigned the right to purchase 130,750 of such shares to the
Claude E. Clinton Family Trust for which Mr. Clinton, an officer
and director of Leggoons, Inc., acts as Trustee (Mr. Clinton is
not the beneficiary of the trust but has the right to vote the
shares) in consideration of $50,000 cash and a loan to Mr. Walters
in the amount of $50,000. The option was exercised by Mr.
Walters. However, the shares are not included in the total shares
for James S. Clinton due to the additional shares being issued
after August 31, 1998.
The following table shows, as of August 31, 1998, certain
information with respect to BETTING, INC. Common Stock
beneficially owned by directors and executive officers of the
Company. Unless otherwise noted, all shares are owned directly or
indirectly with sole voting and investment power.
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
Thomas S. Hughes
31310 Eaglehaven Circle
Rancho Palos Verdes, CA
90275
1,000,000
12.7%
All officers and directors
as a group (1 individual)
1,000,000
12.7%
1Shares reported include shares owned by spouses of officers and
directors. No options to acquire any BETTING, INC. common stock
are owned by any officer or director.
Item 12. Certain Relationships and Related Transactions.
During the past two fiscal years, certain transactions which
occurred between the Company and its officers and directors are
set forth below. With respect to each such transaction, the
Company believes that the terms of each transaction were
approximately as favorable to the Company as could have been
obtained from an unrelated third party:
(1) The Company utilized cash accounts maintained by ET&T
to fund day to day operations of the Company over the period of
March 1998 through September 1998. At August 31, 1998, the net
result of these transactions is a payable to ET&T of $18,969.
(2) The Company issued 1,000,000 shares of restricted
common stock to Thomas S. Hughes during May 1997 in exchange for
service rendered to the Company. The Company did not receive any
cash consideration for this common stock issuance and has treated
this as an expense to the Company of $375,000.
(3) On February 18, 1997, Leggoons, Inc. entered into an
Agreement to License Assets from Home Point of Sales, Inc.("HPOS")
(now know as Electronic Transactions & Technology - "ET&T")) (this
agreement is incorporated by reference at Exhibit 10.1 to this
Form SB-2). ET&T is a privately held corporation 70% owned by
Thomas S. Hughes, President of the Company, which is focused on
the emergence of the Personal Encrypted Remote Financial
Electronic Card Transactions industry (although this agreement was
entered into prior to Mr. Hughes becoming affiliated with the
Company, it is included here since certain of the conditions under
that agreement have not been completely fulfilled, as discussed
below).
The assets included under this agreement are the following:
(a) The name "Betting, Inc.", as trademarked by HPOS; (b) The
Wagering Gate (receive incoming data transfer commands from the
Host Center and other competitive Host Centers who have received
ATM and SMART card wagering payment from off site home or office
locations and then who command the Wagering GATE to alert the
recipient gaming companies that they have been paid and to respond
back with an acknowledgement of such payment; and, the general
promotion and education of home ATM and SMART card wagering over
the Internet through the HPOS Secure Computer Keyboard or over the
telephone through the HPOS stand alone Infinity unit); (c) the
specific application of Wagering with an ATM card or SMART card
with the Secure Computer Keyboard (any other uses of the Secure
Computer Keyboard, such as Bill Pay or Impulse Purchase that are
not Wagering transactions, are not included); (d) the HPOS
developed Merchant Response Software for the specific application
only of transacting Off Site ATM and Smart card Wagering through
the Wagering Gate; and (e) HPOS' interest in the use of and
revenue from the HPOS Personal Encrypted Remote Financial
Electronic Card transaction relating to the Wagering Business in
all HPOS partner countries.
Under terms of this licensing agreement, the Company is to
issue 2,900,000 shares of restricted common stock to HPOS in
exchange for licensing home ATM card and SMART card wagering
technology developed by HPOS. Of this amount, 2,755,000 shares
were placed in escrow subject to cancellation on February 10,
1998, in the event the bid price of the common stock of the
Company is not at least $3.00 per share for any twenty consecutive
day period as reported on the NASD's Electronic Bulletin Board or
NASDAQ's Small Cap Market from the date of the agreement through
February 10, 1998 (this escrow agreement is incorporated by
reference at Exhibit 10.2 to the Form SB-2).
As of the date of this Form 10-KSB, the terms of the
Licensing Agreement have not been met by the Company. However,
the Company has entered into amendment(s) of the original
agreement that provide for an extension of the cancellation
deadline from February 10, 1998, to September 1, 1999, subject to
certain conditions specified in the agreement. All conditions set
forth in the original agreement need to be met on or before
September 1, 1999.
The License Agreement also provides that in the event that
the bid price for the common stock of the Company is more than
$3.00 per share for any twenty consecutive day period, then HPOS
shall have the option to purchase up to 13,822,000 additional
shares of the Company common stock at an exercise price of $.30
per share.
(4) On April 28, 1997, the Company entered into a Host
Processing Agreement with ET&T for the purpose of having ET&T act
as the bank host processing for all Company transactions that are
sent by terminals that read credit cards or ATM cards (this
agreement is incorporated by reference at Exhibit 10.3 to this
Form SB-2). ET&T is to charge the Betting, Inc. a fee of $0.25
per transaction or 2.5% of the wager being sent by Betting, Inc.
to gaming operators. These transactions are to originate from
globally placed Betting, Inc. equipment and/or Betting, Inc.
licensed operators.
(5) On March 27, 1998, the Company entered into a License
Agreement with ET&T for the purpose of licensing additional
technology for processing electronic banking transactions (this
agreement is incorporated by reference at Exhibit 10.4 to this
Form SB-2). This licensing supplements the technology licensed
under the Agreement date February 18, 1997. This agreement states
that ET&T licenses the following ET&T products to Betting, Inc.
for the exclusive global usage of wagering by PERFECT originated
ATM cards, credit cards, and smart cards:
The PayMaster, defined as a stand alone terminal that attaches to
phone lines and which calls the ET&T host processing center with
bank data.
The SLICK, defined as a stand alone keyboard terminal that
attaches to phone lines and call the ET&T host processing center
with bank data that has bypassed the Internet.
The PocketPay, defined as a pocket sized terminal and telephone
that sends bank data by wireless transmission to the ET&T host
processing center.
The TV Pin Pad Remote, defined as a set top box and TV remote that
sends bank data by landline dial up transmission to the ET&T host
processing center.
Each ET&T product is exclusively licensed to Betting, Inc. on a
global basis for the application of PERFECT wagering at a
licensing fee of $2,000,000 each. This fee is being paid by the
Company at the rate of $30,000 per month. The duration of the
exclusive license is 20 years.
PART IV.
ITEM 13. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) Index to Financial Statements and Schedules
(b) Page
Report of Independent Accountants
16
Balance Sheets of the Company as
of August 31, 1998 and August 31, 1997
17
Statements of Operations for the year ended August 31, 1998, the
year ended August 31, 1997, and the year ended August 31, 1996
18
Statement of Shareholders' Equity (Deficiency) for the year
ended June 30, 1998, the year ended June 30, 1997, and the year
ended June 30, 1996
19
Statements of Cash Flows for the year ended June 30, 1998,
the year ended June 30, 1997, and the year ended
June 30, 1996
20
Notes to Financial Statements
21
(b) Reports on Form 8-K. There are no reports on Form 8-K filed
during the last quarter of the fiscal year covered by this report.
(c) Exhibits included or incorporated by reference herein: See
Exhibit Index
SIGNATURES
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 (formerly known as
Betting, Inc.)
Dated: June 18, 1999 By: /s/ Thomas S, Hughes
Thomas S. Hughes, President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:
Signature
Title
Date
/s/ Thomas S. Hughes
Thomas S. Hughes
President, Chief Executive
Officer, Director
June 18, 1999
/s/ Jack M. Hall
Jack M. Hall
Director
June 18, 1999
/s/ Diane Hewitt
Diane Hewitt
Director
JUne 18, 1999
George Brenner
CERTIFIED PUBLIC ACCOUNTANT
9300 WILSHIRE BOULEVARD, SUITE 490
BEVERLY HILLS CALIFORNIA 90212
AUDITOR'S REPORT
Board of Directors
Betting, Inc.
Rancho Palos Verdes
I have audited the accompanying balance sheet of Betting, Inc. as
of August 31, 1998 and the related statements of operations,
changes in stockholders' equity, (deficit), and cash flows for the
years ended August 31, 1998 and 1997. These financial statements
are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Betting, Inc. as of August 31, 1998, and the results of its
operations and its cash flows for the years ended August 31, 1998
and 1997, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully
described in Note 8A ("Continued Existence") to the financial
statements, the Company's recurring losses from operations and
inability to generate sufficient cash flow from normal operations
raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also
described in Note 8A. The financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
As discussed in Note 8B ("Common Stock Issued in Excess of
Authorized Shares") the Company is attempting to convert excess
shares of common shares issued to preferred shares. The effect,
if any, of this uncertainty on the future operations of the
Company cannot presently be determined.
Very truly yours,
/s/ George Brenner
George Brenner, CPA
April 7, 1999
Beverly Hills, California
BETTING, INC.
(formerly Leggoons, Inc.)
BALANCE SHEET
August 31, 1998
ASSETS
Current Assets:
Cash
$0
Total current assets
0
Total Assets
$0
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable
$283,971
Due to related party
18,969
Commissions payable
21,400
Total current liabilities
324,340
Contingencies (Note 8)
Stockholders' Equity (Deficit):
Common stock, $.01 par value, authorized
10,000,000 shares; issued and outstanding,
14,284,234 (Note 8b)
142,842
Preferred stock, $.01 par value, authorized
5,000,000 shares; issued and outstanding - none
(Note 8b)
Additional paid-in capital
5,000,420
Accumulated deficit
(5,467,602)
Total stockholders' equity (deficit)
(324,340)
Total Liabilities and Stockholders' Equity
(Deficit)
$0
See accompanying notes to financial statements and accompanying
auditor's report
BETTING, INC.
(formerly Leggoons, Inc.)
STATEMENTS OF OPERATIONS
Year Ended August 31,
1998
Year Ended August 31,
1997
Revenue
$0
$0
Operating Expenses (Note 4)
Consulting Fees
122,020
565,740
General and Administrative Expenses
74,948
175,774
Research and Development Expenses
0
450,331
Software Development Costs
0
507,600
Total Operating Expenses
(196,968)
(1,699,445)
Net Loss (Note 1)
$(196,968)$
(1,699,445)
Net Loss per Common Share
$(.02)
$(.41)
Weighted Average Common Shares
Outstanding
10,994,465
4,106,620
See accompanying notes to financial statements and accompanying
auditor's report
BETTING, INC.
formerly Leggoons, Inc.)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Number
of
common
shares
Par
value
Preferred
stock
Additional
paid-in
capital
Accumul
ated
deficit
Stockholders
' equity
(deficit)
Balance
at August
31, 1996
2,787,0
00
27,870
0
3,522,792
(3,571,
189)
(20,527)
Issuance
of
346,000
shares of
Common
stock at
$.25 per
share
(Cash
Transacti
on)
346,000
3,460
0
82,040
0
85,500
Issuance
of
2,999,734
shares of
Common
stock (1)
(Non-Cash
Transacti
ons)
2,999,7
34
29,997
0
925,708
0
955,705
Issuance
of
1,710,500
shares of
Common
stock at
$.20 per
share
(Non-Cash
Transacti
ons)
1,710,5
00
17,105
0
324,995
0
342,100
Net loss
0
0
0
0
(1,699,
445)
(1,699,445)
Balance
at August
31, 1997
7,843,2
34
$78,432
$0
$4,855,535
($5,270
,634)
($336,667)
Issuance
of
6,441,000
shares of
Common
stock at
various $
per share
[1] (Non-
Cash
Transacti
ons)
6,441,0
00
64,410
0
144,885
0
209,295
Net loss
0
0
0
0
(196,96
8)
(196,968)
Balance
at August
31, 1998
14,284,
234
$142,84
2
$0
$5,000,420
($5,467
,602)
($324,340)
(1) S-8 common shares valued at market value on day of issuance;
Restricted common shares valued at market value on day of issuance
less 50% discount; Common shares for which no performance was
received valued at par value of $.01 per common share.
See accompanying notes to financial statements and accompanying
auditor's report
BETTING, INC.
(formerly Leggoons, Inc.)
STATEMENTS OF CASH FLOWS
Year Ended August 31,
1998
Year Ended
August 31, 1997
Operating Activities
Continuing operations:
Net loss (Note 7)
$(43,808)
$(401,640)
Changes in assets and liabilities:
Accounts payable
21,793
270,839
Commissions payable
3,001
18,399
Cash Used in Operating Activities
(19,014)
(112,402)
Financing Activities
Continuing operations:
Proceeds from additional borrowings
from stockholder
18,969
26,947
Proceeds from issuance of common
stock
0
85,500
Cash Provided by Financing
Activities
18,969
112,447
Net Increase (Decrease) in Cash
(45)
45
Cash at Beginning of Year
45
0
Cash at End of Year
$0
$45
Supplemental Disclosures:
The Company paid $0 and $0 for interest for the years ended August
31, 1998 and 1997, respectively. The following summarizes noncash
investing and financing transactions:
Year Ended August 31,
1998
Issuance of 5,341,000 shares of common stock
for services rendered
$153,160
Issuance of 750,000 shares of common stock
for payment on due to stockholder
35,135
Issuance of 350,000 shares of common stock
for payment on accounts payable
21,000
Year Ended August 31,
1997
Issuance of 4,710,234 shares of common stock
for services rendered
$1,297,805
See accompanying notes to financial statements and accompanying
auditor's report
BETTING, INC.
(formerly Leggoons, Inc.)
NOTES TO FINANCIAL STATEMENTS
Years ended August 31, 1998 and 1997
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Betting, Inc. (the "Company") is positioning itself to
facilitate same as cash ATM card or smart card transactions that
are originating from bank host processing centers and are being
sent to gaming operators. These transactions are being effected
with electronic equipment that allows self service pay per play
and no actual communications between the player and the gaming
operator. These type of transactions will be originating from
homes, offices, and public walk in locations. The Company will
act as the interface that will communicate data to the gaming
operators, receive back their acknowledgment of the transaction
and then pass on this gaming acknowledgment to the bank host
processing center that has been standing by for this information
and has already completed the bank authorization of the pay per
play transaction. The business model of the Company is to receive
a fee per transaction paid to Betting, Inc. by the bank host
processing center at the moment of the transaction. In general,
this fee will be from between 2% to 6% of the wager placed on a
pay per play or a $6 flat fee in the case of an account being
opened. The Company has many characteristics commonly associated
with a development stage company. A development stage company
devotes substantially all of its efforts to establishing a new
business and its planned principal operations either (a) have not
commenced or (b) have commenced, but have not produced any
significant revenue. However, due to the company's previously
established operation as a public shell, a development stage
company presentation is not appropriate for these financial
statements.
Leggoons, Inc., was engaged in the design, manufacture and
distribution of apparel and related accessories which were sold to
better specialty and department stores nationwide under the
brands: Leggoons, CPO by Leggoons, John Lennon Artwork Apparel and
Snooggel. On January 19, 1996, Leggoons, Inc., adopted a formal
plan to discontinue the designing, selling, manufacturing and
distribution of its apparel products. As part of such plan,
Leggoons, Inc., discontinued production on April 30, 1996, and
intended to either sell or liquidate the operations within twelve
months of that date. On June 12, 1996, Leggoons, Inc.,
transferred all of its assets and liabilities to a third party
assignee, under an "Assignment for Benefit of Creditors." An
Assignment is a business liquidation device available as an
alternative to bankruptcy. The third party assignee, a Nebraska
corporation named Leggoons, Inc. II, is required to properly,
timely and orderly dispose of all remaining assets for the benefit
of creditors. Leggoons, Inc., continued to maintain its status as
a shell corporation.
On February 18, 1997, Leggoons, Inc., entered into an
Agreement to License Assets from Home Point of Sales, Inc.(HPOS).
HPOS is a privately held corporation focused on the emergence of
the Personal Encrypted Remote Financial Electronic Card
Transactions industry. This industry provides consumers with the
option to instantly pay bills or impulse purchase from home with
real time cash transactions. Management believes the proprietary
technology and the large demand for wagering opportunities in
today's marketplace will combine to generate substantial sales for
Leggoons, Inc., over the medium term.
Under terms of the Licensing Agreement, the Company will
issue 2,900,000 shares of restricted common stock to HPOS in
exchange for licensing home ATM card and SMART card wagering
technology developed by HPOS. Of this amount, 2,755,000 shares
will be placed in escrow and are subject to cancellation on
February 10, 1998, in the event the bid price of the common stock
of the Company is not at least $3.00 per share for any twenty
consecutive day period as reported on the NASD's Electronic
Bulletin Board or NASDAQ's Small Cap Market from the date of the
agreement through February 10, 1998.
As of the date of these financial statements the terms of
the Licensing Agreement have not been met by the Company.
However, the Company has entered into amendment(s) of the original
agreement that provide for an extension of the cancellation
deadline from February 10, 1998, to September 1, 1999, subject to
certain conditions specified in the agreement. As of the date of
these financial statements, none of the conditions have been met.
All conditions set forth in the original agreement need to be met
on or before September 1, 1999.
The License Agreement also provides that in the event that
the bid price for the common stock of the Company is more than
$3.00 per share for any twenty consecutive day period, then HPOS
shall have the option to purchase up to 13,822,000 additional
shares of the Company common stock at an exercise price of $.30
per share.
Thomas S. Hughes, Chairman of HPOS, became Chairman and
President of Leggoons on March 1, 1997. He will focus on
procedures, policies and State approvals to begin home lottery,
off track betting, casino and sports ATM card and SMART card
wagering. The Company intends to seek shareholder approval of its
name change from Leggoons, Inc. to Betting, Inc.
REVENUE RECOGNITION
Revenue from product sales is recognized upon consummation
of a transaction
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, demand
deposits, and short-term investments with original maturities of
three months or less.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense when
incurred. Costs incurred to internally develop software,
including costs incurred during all phases of development, are
charged to expense as incurred.
STOCKHOLDERS' EQUITY
The following valuation policies were used so that a
financial value can be assigned to stock issuance transactions:
the closing "market" stock price on the day of each common stock
issuance was used to determine "fair market value" of unrestricted
common shares issued; the closing "market" stock price on the day
of each common stock issuance less a 50% discount was used to
determine "fair market value" of restricted common shares issued.
Common shares that were issued and for which no performance was
received were valued at par value, $.01 per share.
EARNINGS (LOSS) PER COMMON SHARE
Net earnings (loss) per common share is computed using the
weighted average number of common and common equivalent shares
outstanding during the period. Shares issuable pursuant to
outstanding stock warrants have been excluded from the computation
as the effect is antidilutive. Fully diluted net loss per share
for all periods presented is not materially different from primary
loss per share.
DEFERRED INCOME TAXES
Deferred income taxes are recognized for temporary
differences between the bases of assets and liabilities for
financial statement and income tax purposes. If it is more likely
than not that all or some portion of a deferred tax asset will not
be realized, a valuation allowance is recorded. (See Note 2)
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
(2) INCOME TAXES
Betting, Inc., has unused net operating loss (NOL)
carryforwards of approximately $2,800,000 at August 31, 1998, that
were generated by Leggoons, Inc. The unused net operating losses
expire in various amounts from 2009 to 2012. However, due to
change of ownership rules of section 382 of the Internal Revenue
Code some or all of these NOL carryforwards may be unavailable to
offset any future income of Betting, Inc. The Company generated
losses of approximately $1,658,000 during the six month period
ended August 31, 1997, and losses of approximately $197,000 during
the year ended August 31, 1998. These losses, totaling $4,655,000
may not qualify as federal and state NOL carryforwards due to the
possible nondeductibility of the noncash service costs incurred
and the change of ownership rules of section 382 of the Internal
Revenue Code. The Company provides an allowance for the entire
amount of any deferred tax assets that are applicable to the NOL.
(3) COMMON STOCK WARRANTS
The Company had outstanding warrants to purchase
approximately 900,000 shares of common stock. The warrants were
exercisable at $3.75 per share and expired on November 18, 1997.
(4) STOCKHOLDERS' EQUITY (DEFICIT)
During the period September 1, 1997, through August 31,
1998, the Company issued 6,441,000 shares of common stock for
services rendered and payments on accounts payable. For the
shares of common stock issued for services rendered during the
period September 1, 1997, through August 31, 1998, the following
valuation policies were used so that a financial value could be
assigned to the stock issuance transactions: the closing "market"
stock price on the day of each common stock issuance was used to
determine "fair market value" of the 1,369,000 unrestricted common
shares issued; the closing "market" stock price on the day of each
common stock issuance less a 50% discount was used to determine
"fair market value" of the 2,322,000 restricted common shares
issued. Common shares that were issued and for which no
performance was received, 2,750,000 shares, were valued at par
value, $.01 per share. For the 2,750,000 shares of common stock
issued for which no performance was received a stop has been
placed on the stock certificates with the Company's stock transfer
agent.
For the period September 1, 1997, through August 31, 1998,
the financial value of the common stock issued for no cash
consideration is required to be expensed by the Company. The
"fair market value" of such common stock issued, $153,160, has
primarily been expensed as $122,020 in consulting fees and $31,140
in general and administrative expenses during the year ended
August 31, 1998. Some of the common stock shares issued were
registered with the Securities and Exchange Commission using Form
S-8 Registration Statements.
During the period March 1, 1997, through August 31, 1997,
the Company issued 4,710,234 shares of common stock for services
rendered. For the 2,999,734 shares of common stock issued for
services rendered during the period March 1, 1997, through May 31,
1997, the following valuation policies were used so that a
financial value could be assigned to the stock issuance
transactions: the closing "market" stock price on the day of each
common stock issuance was used to determine "fair market value" of
the 520,000 unrestricted common shares issued; the closing
"market" stock price on the day of each common stock issuance less
a 50% discount was used to determine "fair market value" of the
1,725,734 restricted common shares issued. Common shares that were
issued and for which no performance was received, 754,000 shares,
were valued at par value, $.01 per share. For the 1,710,500
shares of common stock issued for services rendered during the
period June 1, 1997, through August 31, 1997, an average closing
stock price of $.20 was used to determine "fair market value" of
each share issued so that a financial value could be assigned to
the stock issuance transactions.
For the period September 1, 1996, through August 31, 1997,
the financial value of the common stock issued for no cash
consideration is required to be expensed by the Company. The
"fair market value" of such common stock issued, $1,297,805, has
primarily been expensed as $304,240 in consulting fees, $445,128
in research and development costs, $500,000 in software
development costs and $48,437 in general and administrative
expenses during the year ended August 31, 1997. Some of the
common stock shares issued were registered with the Securities and
Exchange Commission using Form S-8 Registration Statements.
(5) RELATED PARTY TRANSACTIONS
COMMON STOCK ISSUED
The Company issued 1,000,000 shares of restricted common
stock to Thomas S. Hughes during the year ended August 31, 1997.
The Company did not receive any cash consideration for this common
stock issuance and was valued at $375,000. See Note (4).
The Company issued 286,234 shares of restricted common stock
to former associates of Thomas S. Hughes at a company called
Betts, Inc. The restricted common shares were valued at $41,864.
TRANSACTIONS WITH HPOS
The Company utilized cash accounts maintained by HPOS to
fund day to day operations of the Company. Thomas S. Hughes is
the Chairman of both the Company and HPOS. At August 31, 1998,
the net result of these transactions is a payable to HPOS of
$18,969.
DUE TO STOCKHOLDER
The Company had a due to stockholder payable to James S.
Clinton, former Chairman of Leggoons, Inc., in the amount of
$35,135 for advances made to Leggoons, Inc., prior to March 1,
1997. This was paid in full by the issuance of 750,000 shares of
restricted common stock during the year ended August 31, 1998.
(6) FOURTH QUARTER ADJUSTMENTS (UNAUDITED)
In the fourth quarter of 1998 and 1997, the Company recorded
adjustments that increased its net loss by approximately $27,500
and$1,558,000, respectively. These adjustments were primarily
related to the issuance of common stock for no cash consideration.
(7) CASH FLOW AND INCOME STATEMENT RECONCILIATION
The following reconciles noncash financing transactions for
the years ended August 31, 1998 and August 31, 1997:
1998
1997
Net loss from Continuing Operations
$43,808
401,640
Issuance of common stock for
Consulting Fees and General and
Administrative Expenses
153,160
1,297,805
Income Statement Net Loss
$196,968
$1,699,445
(8) CONTINGENCIES
(A) CONTINUED EXISTENCE
The Company's financial statements are presented on the
going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business.
As shown in the accompanying financial statements, the Company has
shown a significant loss from operations and has negative working
capital and a stockholders' deficit. This raises substantial
doubt about the Company's ability to continue.
The Company's continued existence is dependent upon its
ability to resolve its liquidity problems, principally by
obtaining additional debt financing and equity capital and
ultimately upon achieving profitability. While pursuing
additional debt and equity funding, the Company must continue to
operate on limited cash flow. Management is committed to
developing the product and continues to receive small amounts of
funding from private investors. It is the goal of management to
receive additional funding from an additional public offering of
its common stock within twelve months.
There is no assurance that the Company can achieve the
profitability and positive liquidity discussed above. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue
as a going concern.
(B) COMMON STOCK ISSUED IN EXCESS OF AUTHORIZED SHARES
During the year ended August 31, 1998, the Company issued a
total of 6,441,000 shares of common stock. This has resulted in
the total issued common shares exceeding the 10,000,000 common
shares authorized by 4,284,234 common shares. Most of these
shares were to have been preferred stock. Due to an error that
was discovered after the close of the year, however, all of the
shares were issued as common shares, resulting in the Company
issuing more common shares than its articles of incorporation
authorize. The Company is in the process of "recalling" these
certificates totaling 4,550,000 shares and replacing them with
preferred certificates. The net result will not be significantly
different. Holders of preferred shares will have a priority over
common stockholders with respect to dividends and liquidation
rights, but no dividends are required or anticipated. The
preferred stockholders will have voting rights equal to those of
the common stockholders. The stockholders' equity (deficit)
section of the balance sheet then would be restated as follows to
take into account the preferred stock:
August 31, 1998
Proforma
Adjustment
Restated
August 31,
1998
Stockholders' Equity
(Deficit):
Common stock, $.01
par value,
authorized
10,000,000 shares;
issued and
outstanding,
9,734,234
$142,842
$(45,500)
$97,342
Preferred stock,
$.01 par value,
authorized 5,000,000
shares; issued and
outstanding -
4,550,000
0
45,500
45,500
Additional paid-in
capital
5,000,420
0
5,000,420
Accumulated deficit
(5,467,602)
0
(5,467,602)
Total stockholders'
equity (deficit)
$(324,340)
$0
$(324,340)
(9) SUBSEQUENT EVENTS (UNAUDITED)
CONSENT DECREE ENTERED WITH SECURITIES AND EXCHANGE COMMISSION
The Company has not, to the date of this report, filed
necessary quarterly or annual reports with the United States
Securities and Exchange Commission (the "SEC") since May 31, 1998.
This constitutes a violation by the Company of a provision of the
Securities Exchange Act of 1934, as amended. The Company entered
into a consent decree with the SEC by which the Company agreed to
file all necessary reports by April 9, 1999, and agreed to file
all required reports with the SEC on a timely basis in the future.
EXHIBIT INDEX
Number Exhibit Description
3.1 Leggoons, Inc. Articles of Incorporation and Amendments,
incorporated by reference to Exhibit 3.1 of Leggoons, Inc.
Registration Statement on Form S-1 filed on October 28, 1993.
3.2 Leggoons, Inc. Bylaws Amended, incorporated by reference to
Exhibit 3.2 of Leggoons, Inc. Registration Statement on Form S-1
filed on October 28, 1993.
4 Class A Warrant Agreement, incorporated by reference to
Exhibit 4.2 of Leggoons, Inc. Registration Statement on Form S-
1 filed on October 28, 1993.
10.1 Agreement to License Assets (incorporated by reference to
Exhibit 10.16 to the Form 8-K filed on February 25, 1997).
10.2 Escrow Agreement (incorporated by reference to Exhibit 10.17
to the Form 8-K filed on February 25, 1997).
10.3 ET&T Host Processing Agreement (see below).
10.4 ET&T Licensing Agreement (see below).
27 Financial Data Schedule
ET&T HOST PROCESSING AGREEMENT
This Agreement states that Betting, Inc., a Missouri
corporation, does hereby agree that Electronic Transactions &
Technologies ("ET&T") shall be the sole provider of bank host
processing for all Betting, Inc. transactions that are sent by
terminals that read credit cards, ATM cards, or smart cards.
That ET&T shall charge Betting, Inc. a fee of $0.25 per
transaction or 2.5% of the wager being sent by Betting, Inc. to
gaming operators.
That these transactions shall originate from globally placed
Betting, Inc. equipment and/or Betting, Inc. licensed operators.
This exclusive ET&T host service contract for Betting, Inc.
expires on January 1, 2006.
Electronic Transactions & Technologies
Dated: April 28, 1997 By:_/s/ Thomas S. Hughes__
Thomas S, Hughes, Chairman & CEO
Betting, Inc.
Dated: April 28, 1997 By:_/s/_Thomas S. Hughes__
Thomas S. Hughes, Chairman & CEO
ET&T LICENSING AGREEMENT
This Agreement states that Electronic Transactions &
Technologies ("ET&T") does hereby license the following ET&T
products to Betting, Inc., a Missouri corporation, for the
exclusive global usage of wagering by PERFECT originated ATM
cards, credit cards, and smart cards:
The PayMaster, defined as a stand alone terminal that
attaches to phone lines and which calls the ET&T host processing
center with bank data.
The SLICK, defined as a stand alone keyboard terminal that
attaches to phone lines and call the ET&T host processing center
with bank data that has bypassed the Internet.
The PocketPay, defined as a pocket sized terminal and
telephone that sends bank data by wireless transmission to the
ET&T host processing center.
The TV Pin Pad Remote, defined as a set top box and TV
remote that sends bank data by landline dial up transmission to
the ET&T host processing center.
Each ET&T product is exclusively licensed to Betting, Inc.
on a global basis for the application of PERFECT wagering at a
licensing fee of $2,000,000 each.
The duration of the exclusive license is 20 years.
Electronic Transactions & Technologies
Dated: March 27, 1998 By:_/s/ Thomas S. Hughes__
Thomas S, Hughes, Chairman & CEO
Betting, Inc.
Dated: March 27, 1998 By:_/s/_Thomas S. Hughes__
Thomas S. Hughes, Chairman & CEO
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S FORM 10-KSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> AUG-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 324
<BONDS> 0
0
0
<COMMON> 143
<OTHER-SE> (324)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (197)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (197)
<INCOME-TAX> 0
<INCOME-CONTINUING> (197)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (197)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
