U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1999
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
eConnect .
(Exact name of registrant as specified in its charter)
Nevada 43-1239043
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
2500 Via Cabrillo Marina, Suite 112, San Pedro, California 90731
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (310) 514-9482
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 X No .
As of September 30, 1999, the registrant had 74,096,000
shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X .
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF SEPTEMBER 30, 1999
AND DECEMBER 31, 1998 3
STATEMENTS OF OPERATIONS FOR THE THREE
AND NINE MONTHS ENDEDSEPTEMBER 30, 1999
AND SEPTEBMER 30, 1998 4
STATEMENTS OF CASH FLOWS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1999 AND
SEPTEMBER 30, 1998 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
PART II
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURE 14
PART I.
ITEM 1. FINANCIAL STATEMENTS.
eConnect
BALANCE SHEETS
(Unaudited)
September 30, December 31,
1999 1998
ASSETS
Current Assets
Cash $ 44,646 $ 8,862
Total current assets 44,646 8,862
Goodwill net of accumulated
amortization of $138,506 4,046,605 0
Art Auction, net of accumulated
amortization of $21,220 838,614
License 201,083
Due from a related party 1,369,971
Property and equipment 18,181 0
Total Assets $ 6,519,100 $ 8,862
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 174,949 $ 305,121
Due to a related party 0 24,169
Debenture payable 500,000 0
Current portion - due vendor 60,000 0
Total current liabilities 734,949 329,290
Long Term Liability
Due vendor - less current portion
of $60,000 553,000 0
Total liabilities 1,287,949 329,290
Commitments and Contingencies 0 0
Stockholders' Equity (Deficit):
Common stock, $0.001 par value
at September 30,$0.01 at
December 31; authorized
200,000,000 shares; issued and
outstanding 74,096,000
and 14,475,234, respectively 74,096 144,752
Additional paid-in capital 20,784,033 5,018,560
Accumulated deficit (15,626,978) (5,483,740)
Total stockholders' equity
(deficit) 5,231,151 (320,428)
Total Liabilities and
Stockholders' Equity (Deficit) $ 6,519,100 $ 8,862
See accompanying notes to interim financial statements
eConnect
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues $ 40,000 $ 0 $ 40,000 $ 0
Cost of Sales 0 0 0 0
Gross Profit 0 0 0 0
General and
Administrative
expenses:
Consulting fees 3,548,979 35,870 4,416,594 59,620
Professional fees 101,095 5,000 201,256 5,800
Software development 0 0 190,170 0
Debenture interest 0 0 97,500 0
License fee - related
Party 0 0 2,000,000 0
Executive compensation 53,190 0 103,190 0
Research & development 0 0 312,184 0
Finders fees 1,072,762 0 1,157,212 0
Promotions 125,000 0 125,000 0
Restitution expense 0 0 125,000 0
Public relations 445,280 0 445,280 0
Amortization 159,726 0 159,726 0
Strategic alliance 404,200 0 404,200 0
Other 355,940 125 445,926 31,759
Total operating
Expenses 6,266,172 40,995 10,183,238 97,179
Net loss $(6,226,172) $(40,995) $(10,143,238)$(56,184)
Net loss per common
share $ (.25) $ (.00) $ (.22)$ (.01)
Weighted average
shares outstanding 62,589,411 13,374,566 32,867,672 11,980,494
See accompanying Notes To Interim Financial Statements
eConnect
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, September 30,
1999 1998
Cash Flows From Operating Activities
Net loss: $(10,143,238) $(97,179)
Stock given for services 6,779,613 65,477
Stock to be given for services -
related party 2,125,000 0
Amortization of goodwill 159,726 0
Loss adjusted to cash basis (1,078,899) (31,702)
Changes in assets and liabilities
(accounts payable) (154,341) 24,793
Loans payable (93,810) 6,875
Cash Used in Operating Activities (1,327,050) (34)
Cash Flows From Investing Activities:
Purchases of goodwill (4,185,111) 0
Purchase of the Art Auction (859,834) 0
Purchase of license (201,083) 0
Advance to a related party (189,411) 0
Property and equipment (18,181) 0
Cash Used in Investing Activities (5,453,620) 0
Cash Flows From Financing Activities:
Issuance of debenture 500,000 0
Issuance of common stock 6,316,454 0
Cash Provided by Financing
Activities 6,816,454 0
Net increase (decrease) in cash 35,784 (34)
Cash at beginning of period 8,862 34
Cash at end of period $ 44,646 0
Supplemental Disclosures:
Non-monetary transactions
Stock issued for goodwill, the
Art Auction, and license $ 5,853,803 0
Interest paid $ 97,500 0
See accompanying Notes To Interim Financial Statements.
eConnect and Subsidiaries
NOTES TO INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
1. Basis of Presentation.
The information furnished herein relating to interim periods
has not been audited by an independent certified public
accountant. In the opinion of the Company's management, the
financial information in this report reflects any adjustments
that are necessary for a fair statement of results for the
interim periods presented in accordance with generally accepted
accounting principles.
Certain information and footnote disclosure normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted
pursuant to the requirements of the U.S. Securities and Exchange
Commission, although the Company believes that the disclosures
included in these financial statements are adequate to make the
information not misleading.
The financial statements should be read in conjunction with
the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the fiscal year ended
August 31, 1998.
2. Organization.
The Company was originally 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. Thomas S. Hughes became Chairman and
President of Leggoons, Inc., on March 1, 1997. At that time, the
name was changed to Betting, Inc.
On May 17, 1999, an Agreement and Plan of Merger between
Betting, Inc., a Missouri corporation, into Betting, Inc.,
a Nevada corporation ("Company") was executed by an authorized
signatory of each company. At a duly called meeting of
shareholders on May 21, 1999, the merger of the two companies
was approved by a majority of the shareholders appearing in
person or by proxy. Effective on June 1, 1999, Articles of
Merger were filed with the Nevada Secretary of State, which
formally resulted in the redomicile to the State of Nevada. As a
result of the merger, the fiscal year-end was changed from August
31 to December 31 and the par value of the common stock was
changed from $0.01 per share to. $0.001 per share. On June 4,
1999, a Certificate of Amendment of Amendment to Articles of
Incorporation was filed with the Nevada Secretary of State
changing the name of the Company to "eConnect.". An audited
report will be filed for the sixteen month period from September
1, 1998 through December 31, 1999.
The Company's business has been in a start-up mode. No
revenue has been recorded. As set forth in Note 4 "Acquisitons,"
the Company has acquired certain revenue producing businesses.
Hence forth, certain segments of the business will be revenue
producing while other segments will continue in the start-up
phase.
3. Continued Existence.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
set forth above, the Company, through September 30, 1999, has
been in a start phase experiencing negative working capital and a
stockholders' deficit. This raises substantial doubt about its
ability to continue as a going concern. The interim 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.
Management's plans to continue as a going concern include
the acquisition of going concern businesses (Note 4 Acquisitions)
and borrowings (Note 10 Subsequent Event). Management is
cautiously optimistic that the unaudited revenue and earnings
generated by businesses prior to acquisition will continue and be
available to fund those business segments still in the start-up
phase.
4. Related Party Transactions.
The Company has entered into various agreements with
Electronic Transactions and Technologies ("ET&T"), a corporation
70% owned by Mr. Hughes. The following are the transactions for
the nine months ended September 30, 1999 between the related
parties (ET&T and Mr. Hughes) and e Connect:
Charges
Cash disbursed to the related parties
(net of a $50,000 salary): $ 189,411
144 Restricted Stock issued
to Mr. Hughes: 4,000,000 shares
144 Restricted Stock issued
to ET&T: 5,400,000 shares
9,400,000 shares
Value at $0.27 to $0.28 per
share: 2,598,750
Assumption of ET&T liability: 706,810
Total Charges 3,494,971
Credits
License fee (Note 6B): 2,000,000
Restitution (Note 6C): 125,000
Total Credits: 2,125,000
Due from ET&T and Mr. Hughes: $1,369,971
5. Acquisition.
The Company acquired a 100% interest in Rogel Technologies
(May 1999) and Isla Escondida (September 1999), a Costa Rican
corporation doing business as "777WINS"; a 33 1/3% interest in
Cash 2 Trade (September 1999) and the asset "The Art Auction"
(September 1999).
Following are the unaudited pro forma revenues and net
income (loss) fro the above companies and assets:
NINE MONTHS ENDED
September 30 September 30
1999 1998
Net Net
Income Income
Revenue (Loss) Revenue (Loss)
Rogel Technologies $ 370,000 $(112,000) $126,000 $ 4,011
Isla Escondida 900,000 338,000 - -
Cash 2 Trad - - - -
The Art Auction 210,000 45,000 - (24,000)
$1,480,000 $ 271,000 $126,000 $(19,987)
6. Summary of Significant Accounting Policies.
A. Principles of Consolidation.
The consolidated unaudited interim financial statements
include the accounts of eConnect (Parent Company), and its wholly
owned subsidiaries Rogel Technologies and Isla Escondida; and its
33 1/3% minority interest in Cash 2 Trade. All significant inter
company transactions and balances have been eliminated in the
consolidation. Because Cash 2 Trade has not commenced business,
no minority interest has been recorded.
B. Amortization of Goodwill.
The Company's acquisitions (Note 5) represent technologies
which management believes will produce future earnings.
Management has elected to amortize the goodwill over 10 years.
This will result in a charge of approximately $500,000 per year.
C. Stock Issued for Acquisitions and Services.
The Company has acquired most of their assets and paid for
services through the issuance of shares of its common stock. The
shares are valued at the closing market price on the day the
shares were issued. Restricted shares are discounted 50%.
D. Loss Per Share.
The Company adopted the provisions of Statement of Financial
accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation, presentation and
disclosure of earnings per share ("EPS"), replacing the
presentation of Primary EPS with a presentation of Basic EPS. It
also requires dual presentation of Basic EPS and Diluted EPS on
the face of the income statement for entities with complex
capital structures. The Company did not present Diluted EPS
since the result was anti-dilutive.
E. 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 revenues and expenses during the reporting
period. Actual results could differ from those estimates.
F. New Accounting Pronouncements.
SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for reporting and displaying comprehensive income and
its components in financial statements. For the period ended
September 30, 1999, SFAS No. 130 was not considered applicable to
the Company's operations. The Company does not expect its impact
on the financial statements to be significant in 1999.
7. Commitments and Contingencies.
A. Consent Decree.
The Company has entered into a consent decree with the U.S.
Securities and Exchange Commission ("SEC") concerning the non-
filing of the 1997 and 1998 Form 10Ks and Form 10Qs for the first
three quarters of fiscal 1998, and the corresponding
Notifications of Late Filings (Form 12b-25). The consent decree
has been entered in the United States District Court and resulted
in the issuance of a permanent injunction prohibiting the Company
from violating the requirements of the Securities Act of 1933 and
the Securities Exchange Act of 1934. Since the consent decree
was entered, the Company has been late with the following
reports: (a) Form 10QSB for the quarter ended February 28, 1999
(due by April 29, 1999 because of the filing of a Form 12b-25) -
filed with the SEC on May 28, 1999; (b) Form 10QSB for the
quarter ended June 30, 1999 (due by August 14, 1999) - filed with
the SEC on August 23, 1999 (due to an error in the CIK code for
the Company entered on the EDGAR electronic filing system); (c) a
Form 10-QSB for the transition period ended December 31, 1998
(due by July 5, 1999) - filed with the SEC on September 3, 1999;
(d) Form 8-K to reflect a certain acquisition by the Company (due
by May 21, 1999) - filed with the SEC on November 15, 1999; and
(e) Form 8-K to reflect two acquisitions by the Company (due by
September 15, 1999) - filed with the SEC on November 16, 1999.
The Company to date has not received any communication from the
SEC with regard to these late reports.
B. Litigation.
On August 19, 1999, a Canadian investment firm threatened to
file suit against the Company in connection with providing
certain funds to the Company in the amount of $500,000 in
connection with debenture monies received subsequent to
December 31, 1998 (funds received were $417,500, net of a $82,500
fee). A liability of $500,000 was recorded when the funds were
received and is so included on the Company's Form 10-QSB filed
for the period ended June 30, 1999. On November 15, 1999, the
Company was served with a complaint in this matter seeking
damages in the amount of $1,233,889, as well as an application
for various orders. The Company intends to vigorously defend any
such action and to pursue applicable counterclaims under federal
securities laws and regulations.
C. Licensing Agreement.
ET&T has licensed the global intellectual rights of four
products to e Connect. The products are: "The Paymaster," "The
Slick," "The Pocket Pay" and " The TV Pin Pad Remote." Each
product is licensed at $2,000,000 and is due if and when the
Company perfects the product. To date, only "The PayMaster" has
been perfected.
D. Restitution.
In connection with the acquisition of the wholly-owned
subsidiary, Rogel Technologies, Mr. Thomas Hughes gave up 250,000
shares of his own stock valued at $.50 per share. In the event
Mr. Hughes receives the stock back, the restitution loss will be
canceled.
E. Stock Options.
The Company does not have a formal stock plan, however,
certain consultants have, as part of their agreements, the right
to buy stock at a stipulated price per share.
F. Agreement to License Assets.
The Company issued 2,900,000 shares of restricted common
stock to ET&T in exchange for licensing home ATM card and SMART
card wagering technology developed by ET&T. Of this amount,
2,755,000 shares were placed in escrow and were subject to
cancellation on February 10, 1998, in the event the bid price of
the common stock of the Company was not at least $3.00 per share
for any twenty consecutive day period as reported on the NASD's
Electronic Bulletin Board 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 an amendment of the
original agreement that provides for an extension of the
cancellation deadline from February 10, 1998, to September 1,
2001, subject to certain conditions specified in the agreement.
As of the date 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, 2001.
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, the ET&T
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.
8. Earnings (loss) Per Share.
Net earnings (loss) per share are computed using the
weighted average number of common shares outstanding during the
period.
9. Income Taxes.
The Company has unused net operating loss (NOL)
carryforwards of approximately $2,800,000 at February 18, 1997,
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, as amended, some or all of these NOL carryforwards
may be unavailable to offset any future income of the Company.
The Company generated losses of approximately $1,658,000 during
the six month period ended August 31, 1997, losses of
approximately $197,000 during the year ended August 31, 1998, and
losses of approximately $10,143,000 during the nine months ended
September 30, 1999. These losses, totaling $14,798,000, 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. The Company
provides an allowance for the entire amount of any deferred tax
assets that are applicable to the NOL.
In connection with the change in fiscal years (see Note 2),
an application with the IRS will be filed to change the tax year.
10. Subsequent Event.
The Company has entered into an agreement with a venture
capital company whereby a potential credit line of $5,000,000 is
available. Draw downs on the credit line are determined by the
Company's stock performance. To date the draw downs have been
approximately $165,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Results of Operations.
Because the Company was in a start-up phase, there were no
significant revenues in either period. Activity for the nine
months ended September 30, 1998 was immaterial (approximately
$97,000 of expenses).
For the period ended September 30, 1999, expenses were
approximately $10,183,000. Of the total expenses $2,000,000 was
for a license fee, $4,417,000 for consulting expenses and
$1,157,000 for finders' fees or an aggregate of $7,574,000.
Of the above $10,183,000 expenses, approximately $8,905,000 were
in shares of the Company's common stock.
Liquidity and Capital Resources
Because activity for the nine months ended September 30, 1998 was
immaterial, liquidity was not a factor. For the nine month
period ended September 30, 1999 the Company raised $417,500 from
a debenture offering ($82,500 fee), approximately $862,000 from a
stock offering and $160,000 from individual borrowings.
For the period ended September 30, 1999 debt from individual
borrowings was paid down by $100,000. The Company paid down
approximately $700,000 on its debt to ET&T by assuming ET&T's
liability to a vendor.
From April 1, 1999 to September 1, 1999, 777WINS.com which is
owned by Isla Escondida, generated an average of $100,000 per
month in gaming revenues which the Company found was being
directed to other casinos on the server. As the Company was not
yet the owner of this company, management decided to continue
with the acquisition process and then remove the other casinos.
The Company did not complete the acquisition of Isla Escondida
until mid September 1999. Once acquisition was complete,
management took several weeks to remove the four other casinos
that were present on the gaming server, to contract with a new
credit card processor, and to reconfigure the business server
with new pass codes and security measures. This action was
completed as of November 8, 1999. The Company will be reporting
revenues generated as of November 1999 onwards.
Capital Expenditures.
No material capital expenditures were made during the quarter
ended on September 30, 1999.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the Company's ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully
resolved.
The Company currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Company may
experience serious unanticipated negative consequences (such as
significant downtime for one or more of its web site properties)
or material costs caused by undetected errors or defects in the
technology used in its internal systems. Furthermore, the
purchasing patterns of advertisers may be affected by Year 2000
issues as companies expend significant resources to correct their
current systems for Year 2000 compliance. The Company does not
currently have any information about the Year 2000 status of its
advertising customers. However, these expenditures may result in
reduced funds available for web advertising, which could have a
material adverse effect on its business, results of operations,
and financial condition. The Company's Year 2000 plans are based
on management's best estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995, including
statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business and
the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control.
The Company cautions that these statements are further qualified
by important factors that could cause actual results to differ
materially from those in the forward looking statements,
including, among others, the following: reduced or lack of
increase in demand for the Company's products, competitive
pricing pressures, changes in the market price of ingredients
used in the Company's products and the level of expenses incurred
in the Company's operations. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained herein will in fact transpire or prove to
be accurate. The Company disclaims any intent or obligation to
update "forward looking statements".
PART II.
ITEM 1. LEGAL PROCEEDINGS.
On August 19, 1999, counsel for Thomson Kernaghan, a
Canadian investment firm ("TK"), threatened to file suit against
the Company in connection with TK providing certain funds to the
Company in the amount of $500,000. The Company has indicated to
this counsel that based on the actions of TK in this matter, the
Company is not now indebted to TK in any amount since TK has
caused damage to the Company and its shareholders well in excess
of any amount allegedly owed by the Company to TK. On November
15, 1999, the Company was served with a complaint in this matter
seeking damages in the amount of $1,233,889, as well as an
application for various orders. The Company intends to
vigorously defend such action and to pursue applicable
counterclaims. Management is studying this matter, and does not
have an opinion on the outcome of the litigation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. Reports on Form 8-K were filed during the
third quarter of the fiscal year covered by this Form 10-QSB, as
follows:
(1) Form 8-K filed on July 23, 1999 reflecting the resignation of the
previous independent account for the Company on July 19, 1999 and
the engagement of a new independent accountant for the Company on
July 22, 1999.
(2) Form 8-K filed on August 26, 1999 reflecting the acquisition by
the Company of all the stock and other assets of a company known
as eBet.com, Inc., a Nevada corporation.
(b) Exhibits included or incorporated by reference herein: See
Exhibit Index
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 17, 1999 By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 of the Registration Statement
on Form SB-2 filed on July 2, 1999).
3.2 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.2 of the
Registration Statement on Form SB-2 filed on July 2, 1999).
3.3 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.3 of the Registration
Statement on Form SB-2/A filed on July 22, 1999).
3.4 Bylaws of the Company (incorporated by reference to Exhibit
3.3 of the Registration Statement on Form SB-2 filed on
July 2, 1999).
4.1 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).
4.2 Common Stock Purchase Agreement (incorporated by reference
to Exhibit 4.2 of the Registration Statement on Form SB-2/A
filed on July 22, 1999).
4.3 Registration Rights Agreement (incorporated by reference to
Exhibit 4.3 of the Registration Statement on Form SB-2/A
filed on July 22, 1999).
4.4 Warrant (incorporated by reference to Exhibit 4.4 of the
Registration Statement on Form SB-2/A filed on July 22, 1999).
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 (incorporated by reference to
Exhibit 10.3 of the Form 10-KSB/A for the period ending on
August 31, 1998).
10.4 ET&T Licensing Agreement (incorporated by reference to
Exhibit 10.4 of the Form 10-KSB/A for the period ending on
August 31, 1998).
10.5 Letter of Commitment between Rogel Technologies and the
Company (incorporated by reference to Exhibit 2 to the
Form 8-K filed on November 15, 1999).
10.6 Acquisition Agreement between eBet.com, Inc. and the Company
(incorporated by reference to Exhibit 2 to the Form 8-K/A
filed on November 15, 1999).
10.7 Stock Exchange Agreement between the Company, La Empresa
Ranco Plasticos Limitada, Michael Lanes, and Jamie Ligator,
dated August 31, 1999 (incorporated by reference to
Exhibit 2.1 to the Form 8-K filed on November 16, 1999).
10.8 Acquisition Agreement between the Company and PowerClick
(incorporated by reference to Exhibit 2.2 to the Form 8-K
filed on November 16, 1999).
27 Financial Data Schedule (see below).
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1
<S> <C>
PERIOD-TYPE>
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 44,646
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 44,646
<PP&E> 18,181
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,519,100
<CURRENT-LIABILITIES> 734,949
<BONDS> 0
0
0
<COMMON> 74,096
<OTHER-SE> 5,231,151
<TOTAL-LIABILITY-AND-EQUITY> 6,519,100
<SALES> 40,000
<TOTAL-REVENUES> 40,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,085,738
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 97,500
<INCOME-PRETAX> (10,143,238)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,143,238)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,143,238)
<EPS-BASIC> (.22)
<EPS-DILUTED> (.22)
</TABLE>
