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) F
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 11
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 expenses 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 $100,000.
Summary Compensation Table
Name & Principal Position Year Salary Bonus
Other Stock SARs(#)($) 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 Executive
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%
On 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%
Shares 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 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 President, Chief Executive
Officer, Director August 6, 1999
/s/ Jack M. Hall Director August 6, 1999
Jack M. Hall
/s/ Diane Hewitt Director August 6, 1999
Diane Hewitt
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, 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
common
shares
Par
value
Prefer
red
stock
Additi
onal
paid
in
capita
l
Accumu
lated
defici
t
Stockh
olers'
equity
(defic
it)
Balanc
e at
August
31,
1996
2,787,
00027,
870
0
3,522,
792
(3,571
,189)
(20,52
7)
Issuan
ce of
346,00
0
shares
of
Common
stock
at
$.25
per
share
(Cash
Transa
ction)
346,00
0
3,460
0
82,040
0
85,500
Issuan
ce of
2,999,
734
shares
of
Common
stock
(1)
(Non-
Cash
Transa
ctions
)
2,999,
734
29,997
0
925,70
8
0
955,70
5
Issuan
ce of
1,710,
500
shares
of
Common
stock
at
$.20
per
share
(Non-
Cash
Transa
ctions
)
1,710,
500
17,105
0
324,99
5
0
342,10
0
Net
loss
0
0
0
0
(1,699
,445)
(1,699
,445)
Balanc
e at
August
31,
1997
7,843,
234
$78,43
2
$0
$4,855
,535
($5,27
0,634)
($336,
667)
Issuan
ce of
6,441,
000
shares
of
Common
stock
at
variou
s $
per
share
[1]
(Non-
Cash
Transa
ctions
)
6,441,
000
64,410
0
144,88
5
0
209,29
5
Net
loss
0
0
0
0
(196,9
68)
(196,9
68)
Balanc
e at
August
31,
1998
14,284
,234
$142,8
42
$0
$5,000
,420
($5,46
7,602)
($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 Year Ended
August 31, 1998 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)
carry forwards 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, Proforma Restated
1998 Adjustment August 31, 1998
Stockholders'
Equity
(Deficit):
Common stock,
$.01 par value $142,842 $(45,500) $97,342
authorized
10,000,000
shares;
issued and
outstanding,
9,734,234
Preferred stock,
$.01 par value, 0 45,500 45,500
authorized
5,000,000
shares; issued
and
outstanding -
4,550,000
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.
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE COMPANY'S FORM 10-KSB AND IS
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<INCOME-CONTINUING> (197)
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