<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                   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, 2002 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.)

               1010 N. Central Ave.
               Glendale, California                              91202
       (Address of principal executive offices)                (Zip Code)

      Registrant's telephone number:  909-246-9212

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 Par Value

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 January 13, 2003, the Registrant had 139,437,059 shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ]   No [X]





<PAGE>

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                        PAGE

ITEM 1.  FINANCIAL STATEMENTS                                           3

         BALANCE SHEET AS OF SEPTEMBER 30, 2002                         3

         STATEMENTS OF OPERATIONS FOR THE NINE MONTHS
         ENDED SEPTEMBER 30, 2002 AND 2001                              4

         STATEMENT OF STOCKHOLDERS' DEFICIT FOR THE
         NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001                  5

         STATEMENTS OF CASH FLOW FOR THE NINE MONTHS
         ENDED SEPTEMBER 30, 2002 AND 2001                              6

         NOTES TO FINANCIAL STATEMENTS                                  8

ITEM 2.  PLAN OF OPERATION                                             14

PART II - OTHER INFORMATION                                            15

ITEM 1.  LEGAL PROCEEDINGS                                             15

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                     16

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              17

SIGNATURE                                                              17

                                       2

<PAGE>

                                    eCONNECT
                                 BALANCE SHEET
                                  (UNAUDITED)

                                                                 September 30,
                                                                     2002
                                                                 --------------
                                     ASSETS

Current assets
      Inventory                                                  $     165,680
                                                                 --------------
           Total current assets                                        165,680

Fixed assets, net                                                      131,275

Other assets
      Other assets                                                       1,554
                                                                 --------------
           Total other assets                                            1,554
                                                                 --------------

Total assets                                                     $     298,509
                                                                 ==============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
      Bank overdraft                                             $      33,522
      Accounts payable                                               2,419,197
      Accrued liabilities                                            3,288,434
      Due to related parties                                         2,549,447
      Legal settlement liabilities                                   2,608,200
      Advance on equity funding line                                        --
      Notes payable                                                  1,641,868
                                                                 --------------
           Total current liabilities                                12,540,668
                                                                 --------------

           Total liabilities                                        12,540,668

Commitments and contingencies                                               --

Stockholders' deficit
      Common stock; $.001 par value; 910,000,000
         shares authorized, 99,687,059 shares issued
         and 98,285,693 shares outstanding                              98,286
      Additional paid-in capital                                   205,426,429
      Other receivable                                                (194,600)
      Accumulated deficit                                         (217,572,274)
                                                                 --------------
           Total stockholders' deficit                             (12,242,159)
                                                                 --------------

           Total liabilities and stockholders' deficit           $     298,509
                                                                 ==============

                 See Accompanying Notes to Financial Statements

                                       3

<PAGE>
<TABLE>

                                                   eCONNECT
                                           STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)
<CAPTION>

                                                                 Three months ended September 30,   Nine months ended September 30,
                                                                 --------------------------------- ---------------------------------
                                                                      2002             2001              2002              2001
                                                                 -------------     -------------     -------------     -------------
<S>                                                              <C>               <C>               <C>               <C>
Revenue                                                          $        615      $        689      $      9,626      $      2,293

Cost of revenue                                                         1,710                --             6,014                --
                                                                 -------------     -------------     -------------     -------------

      Gross income (loss)                                              (1,095)              689             3,612             2,293

Operating expenses
    Stock based compensation and expenses                             643,173         2,004,402        46,202,181         7,355,302
    Bad debts                                                          20,483            44,101            20,483            44,101
    Consulting                                                        151,059           368,638         1,097,633           713,082
    Public relations & advertising                                     25,612            15,201           398,202            98,361
    Professional fees                                                  27,803             3,112           108,887           344,769
    Research and development                                              500                15            26,890            54,315
    Wages                                                              68,209           388,340           232,595         1,387,704
    Amortization and depreciation                                      55,518           262,784           101,005           934,252
    General and administrative                                        195,832           159,528           602,481           636,937
                                                                 -------------     -------------     -------------     -------------

      Total operating expenses                                      1,188,189         3,246,121        48,790,357        11,568,823
                                                                 -------------     -------------     -------------     -------------

Net loss from operations                                           (1,189,284)       (3,245,432)      (48,786,745)      (11,566,530)

Other income (expense)
    Interest income                                                        --                --                --            18,659
    Interest expense                                                  (30,174)         (154,070)         (107,149)         (344,993)
    Loss on investments                                                    --                --                --          (233,770)
    Cancellation fee                                                       --                --                --          (526,212)
    Legal settlement                                                       --          (145,026)       (4,014,909)       (1,884,732)
                                                                 -------------     -------------     -------------     -------------

      Total other income (expense)                                    (30,174)         (299,096)       (4,122,058)       (2,971,048)
                                                                 -------------     -------------     -------------     -------------

Net loss before provision for income taxes                         (1,219,458)       (3,544,528)      (52,908,803)      (14,537,578)

Provision for income taxes                                                 --                --              (800)               --
                                                                 -------------     -------------     -------------     -------------

Net loss from continuing operations                                (1,219,458)       (3,544,528)      (52,909,603)      (14,537,578)

Discontinued operations
    Loss from discontinued gaming operations
      from January 1, 2001 to June 30, 2001
      (net of income tax benefit which is fully
      allowed for)                                                         --                --                --          (215,086)
    Estimated loss on disposal of gaming operations
      including losses during the phase-out period
      (net of income tax benefit which is fully allowed for)               --                --                --           (96,661)
                                                                 -------------     -------------     -------------     -------------
                                                                           --                --                --       (311,747.00)

Net loss                                                         $ (1,219,458)     $ (3,544,528)     $(52,909,603)     $(14,849,325)
                                                                 -------------     -------------     -------------     -------------

Earning per share
    Loss from continuing operations                              $      (0.03)     $      (1.03)     $      (2.84)     $      (5.13)
    Loss from discontinued operations                                      --                --                --             (0.08)
                                                                 -------------     -------------     -------------     -------------
    Net loss                                                     $      (0.03)     $      (1.03)     $      (2.84)     $      (5.21)
                                                                 =============     =============     =============     =============

Basic and diluted weighted average
    common shares outstanding                                      46,120,364         3,430,585        18,647,008         2,836,334
                                                                 =============     =============     =============     =============
</TABLE>

                                See Accompanying Notes to Financial Statements

                                                      4

<PAGE>
<TABLE>

                                                   eCONNECT
                                       STATEMENT OF STOCKHOLDERS' DEFICIT
                                                 (UNAUDITED)
<CAPTION>

                                                            Common Stock
                                                       ---------------------  Additional                                  Total
                                                        Number of               Paid-in      Other      Accumulated   Stockholders'
                                                         Shares      Amount     Capital    Receivable     Deficit        Deficit
                                                       ----------- --------- ------------- ----------- -------------- --------------
<S>                                                     <C>        <C>       <C>           <C>         <C>            <C>
Balance, December 31, 2001                               4,719,316 $   4,719 $ 154,434,273 $       --  $(164,662,671) $ (10,223,679)

 Common shares issued for cash to Alpha Venture
   Capital, Inc., net of offering costs of $266,674        266,688       267       462,533         --             --        462,800

 Common shares issued in satisfaction of advance
   on equity funding line                                   16,667        17        49,983         --             --         50,000

 Common shares issued for cash, net of
   offering costs of $301,678                            1,217,106     1,217       865,238         --             --        866,455

 Common shares issued for cash related to exercise of
   options and warrants, $0.01                             278,000       278       282,972         --             --        283,250

 Common shares issued in satisfaction of due to
   related parties                                      30,173,846    30,174       480,606         --             --        510,780

 Common shares issued for stock based compensation      32,872,311    32,872     2,192,062         --             --      2,224,934

 Warrants granted for services                                  --        --    43,854,730         --             --     43,854,730

 Common shares issued for accounts payable               5,542,500     5,543       145,293         --             --        150,836

 Common shares issued for settlement liability           5,005,000     5,005     2,049,995         --             --      2,055,000

 Common shares issued for other receivable              18,000,000    18,000       176,600   (194,600)            --             --

 Common shares issued in satisfaction of notes
   payable, including interest of $122,517 and
   accrued liabilities of $36,900                          194,259       194       432,144         --             --        432,338

 Net loss                                                       --        --            --         --    (52,909,603)   (52,909,603)
                                                       ----------- --------- ------------- ----------- -------------- --------------

Balance, September 30, 2002                             98,285,693 $  98,286 $ 205,426,429 $ (194,600) $(217,572,274) $ (12,242,159)
                                                       =========== ========= ============= =========== ============== ==============
</TABLE>

                                See Accompanying Notes to Financial Statements

                                                      5

<PAGE>
<TABLE>

                                              eCONNECT
                                       STATEMENTS OF CASH FLOW
                                            (UNAUDITED)
<CAPTION>
                                                                 For the nine months ended
                                                                       September 30,
                                                             --------------------------------
                                                                 2002               2001
                                                             -------------      -------------
<S>                                                          <C>                <C>
Cash flows from operating activities:
     Net loss                                                $(52,909,603)      $(14,849,325)
     Adjustments to reconcile net loss to net
      cash used by operating activities:
        Amortization and depreciation                             101,005            934,252
        Stock based compensation                               46,202,181          7,355,302
        Cancellation fee                                               --            526,212
        Loss on investments                                            --            233,770
        Estimated loss on disposal of gaming operations                --             96,661
     Changes in operating assets and liabilities:
        Change in accounts receivable                                  --             14,258
        Change in inventory                                        14,339                 --
        Change in deposit                                          24,819           (210,999)
        Change in receivable from equity funding line                  --            243,900
        Change in other assets                                    368,955             81,929
        Change in bank overdraft                                    3,299                 --
        Change in accounts payable                                442,521            533,235
        Change in accrued liabilities                             253,117            599,323
        Change in due to consultants                                   --             24,000
        Change in due to related parties                          416,678          1,042,172
        Change in deferred revenue                                   (674)                --
        Change in legal settlement liability                    3,258,500          1,640,000
                                                             -------------      -------------
              Net cash used by operating activities            (1,824,863)        (1,735,310)

Cash flows from investing activities:
     Purchase of fixed assets                                      (4,642)           (41,798)
                                                             -------------      -------------
              Net cash used by investing activities                (4,642)           (41,798)

Cash flows from financing activities:
     Proceeds from issuance of notes payable                      399,000            337,500
     Principal payments on notes payable                         (182,000)          (906,000)
     Proceeds from issuance of common stock                     1,612,505          2,332,601
                                                             -------------      -------------
              Net cash provided by financing activities         1,829,505          1,764,101
                                                             -------------      -------------

Net change in cash                                                     --            (13,007)

Cash, beginning of period                                              --             13,007
                                                             -------------      -------------

Cash, end of period                                          $         --       $         --
                                                             =============      =============

Supplemental disclosure of cash flow:
     Cash paid for interest                                  $     46,105       $    107,000
                                                             =============      =============
     Cash paid for taxes                                     $         --       $         --
                                                             =============      =============
</TABLE>

                           See Accompanying Notes to Financial Statements

                                                 6

<PAGE>
<TABLE>
                                              eCONNECT
                                STATEMENTS OF CASH FLOW (CONTINUED)
                                            (UNAUDITED)
<CAPTION>
                                                                                   For the nine months ended
                                                                                         September 30,
                                                                                  ----------------------------
                                                                                      2002             2001
                                                                                  -----------      -----------
<S>                                                                               <C>              <C>
Schedule of non-cash investing and financing activities:
     62,500 common shares issued in satisfaction
        of accounts payable                                                       $   117,956      $       --
                                                                                  ============     ===========

     20,000 common shares issued in satisfaction
        of due to related parties                                                 $    30,780      $       --
                                                                                  ============     ===========

     5,000 common shares issued in satisfaction
        of settlement liabilities                                                 $     5,000      $       --
                                                                                  ============     ===========

     68,000 common shares issued in satisfaction of notes payable,
        not including interest of $28,997                                         $    97,921      $       --
                                                                                  ============     ===========

     153,846 common shares issued in satisfaction
        of due to related parties                                                 $   300,000      $       --
                                                                                  ============     ===========

     16,667 common shares issued in satisfaction
        of advance on equity funding line                                         $    50,000      $       --
                                                                                  ============     ===========

     126,259 common shares issued in satisfaction of notes payable,
        not including interest of $93,520 and accrued liabilities of $36,900      $   175,000      $       --
                                                                                  ============     ===========

     5,480,000 common shares issued in satisfaction of accounts payable           $    32,880      $       --
                                                                                  ============     ===========

     5,000,000 common shares issued in satisfaction
        of settlement liabilities                                                 $ 2,050,000      $       --
                                                                                  ============     ===========

     30,000,000 common shares issued in satisfaction of
        of due to related parties                                                 $   180,000      $       --
                                                                                  ============     ===========

     18,000,000 common shares issued for other receivable                         $   194,600      $       --
                                                                                  ============     ===========

     25,015 common shares issued for receivable
        from equity funding line                                                  $        --      $  243,900
                                                                                  ============     ===========

     311,000 common shares issued for prepaid
        consulting services                                                       $        --      $5,266,550
                                                                                  ============     ===========

     80,000 common shares issued in satisfaction
        of due to related parties                                                 $        --      $3,696,243
                                                                                  ============     ===========

     24,000 common shares issued in satisfaction
        of due to consultants                                                     $        --      $2,020,447
                                                                                  ============     ===========

     20,000 common shares issued in satisfaction of
        due to related party related to exercise of warrants
        with a strike price of $0.04                                              $        --      $   85,000
                                                                                  ============     ===========

     167,199 common shares issued in satisfaction
        of advance on equity funding line                                         $        --      $1,497,477
                                                                                  ============     ===========

     376,732 common shares issued in satisfaction of
        due to related party, not including interest of $681,951                  $        --      $2,161,366
                                                                                  ============     ===========

     Warrants granted in satisfaction of promissory
        note payable, not including interest of $265,447                          $        --      $   60,000
                                                                                  ============     ===========

     33,333 common shares issued in satisfaction of
        promissory note payable, not including interest
        of $51,950                                                                $        --      $  100,000
                                                                                  ============     ===========

     11,600 common shares issued in satisfaction of
        accrued interest                                                          $        --      $   78,708
                                                                                  ============     ===========

     20,000 common shares issued in satisfaction of
        settlement liability                                                      $        --      $  257,072
                                                                                  ============     ===========
</TABLE>

                           See Accompanying Notes to Financial Statements

                                                 7

<PAGE>

                                    eCONNECT
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

      The accompanying financial statements have been prepared in accordance
      with Securities and Exchange Commission requirements for interim financial
      statements. Therefore, they do not include all of the information and
      footnotes required by accounting principles generally accepted in the
      United States for complete financial statements. The financial statements
      should be read in conjunction with the Forms 10-KSB for the year ended
      December 31, 2001 of eConnect (the "Company").

      The interim financial information is unaudited. In the opinion of
      management, all adjustments necessary to present fairly the financial
      position as of September 30, 2002 and the results of operations and cash
      flows presented herein have been included in the financial statements.
      Interim results are not necessarily indicative of results of operations
      for the full year.

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States 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.

      1-FOR-100 REVERSE STOCK SPLIT - During July 2002, the Company's Board of
      Directors adopted a resolution whereby it approved a 1-for-100 reverse
      stock split of the issued and outstanding shares of common stock.
      Accordingly, the accompanying financial statements have been retroactively
      restated to reflect the 1-for-100 reverse stock split as if such forward
      stock split occurred as of the Company's date of inception.

2.    LEGAL SETTLEMENT LIABILITIES

      a.    3PEA TECHNOLOGIES, INC. - During June 2002, the Company reached a
            settlement with 3Pea Technologies, Inc., a company substantially
            owned by the son-in-law of Thomas S. Hughes, former Chief Executive
            Officer and Director of the Company, whereby the Company agreed to
            issue 5,000,000 shares of the Company's common stock valued at
            $2,050,000 and two cash payments of $190,000 to be made during July
            2002. During August, the Company issued the 5,000,000 shares in
            satisfaction of the $2,050,000 settlement liability. However, the
            son-in-law of Thomas S. Hughes is disputing the settlement claiming
            they satisfy other consulting services provided by 3Pea
            Technologies, Inc. The Company does not acknowledge any such
            consulting contract and plans to review legal options regarding this
            matter. As of September 30, 2002, the Company's legal settlement
            liability balance to 3Pea Technologies, Inc. totaling $380,000 has
            been included as part of the legal settlement liability of
            $2,608,200 at September 30, 2002.

      b.    FORMER PRESIDENT AND CHIEF OPERATING OFFICER FOR THE COMPANY -
            During March 2002, the Company made an installment payment of
            $30,000 to the former president and chief operating officer of the
            Company. As of September 30, 2002, the Company had a remaining
            unpaid balance of $820,000 which has been included as part of legal
            settlement liabilities totaling $2,608,200.

                                       8

<PAGE>

                                    eCONNECT
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.    LEGAL SETTLEMENT LIABILITIES (continued)

      c.    GOLDSTAKE ENTERPRISES, INC. - During the nine months ended September
            30, 2002, the Company made installment payments totaling $126,500 to
            Goldstake Enterprises, Inc. As of September 30, 2002, the Company
            had a remaining unpaid balance of $353,200 which has been included
            as part of the total legal settlement liability of $2,608,200 at
            September 30, 2002.

            During June 2002, the Company reached an additional settlement with
            Goldstake Enterprises, Inc. and Las Vegas International Basketball
            League Franchise, LLC, whereby the Company agreed to pay $1,000,000
            with interest commencing on August 1, 2003 at an annual interest
            rate of 8%. Monthly payments of $25,000 were scheduled to commence
            on August 1, 2002. As of September 30, 2002, the additional
            settlement of $1,000,000 has been included as part of legal
            settlement liabilities totaling $2,608,200. Pursuant to the
            settlement agreement, the Company issued 300,000 shares of the
            Company's common stock and will issue up to 30,000,000 additional
            shares of the Company's common stock to satisfy all remaining debts
            totaling $1,353,200 as of September 30, 2002, between the Company
            and Goldstake Enterprises, Inc.

      d.    OTHER SETTLEMENTS - During the nine months ended September 30, 2002,
            the Company made installments totaling $20,000 related to other
            settlements. As of September 30, 2002, the Company had a remaining
            unpaid balance of $55,000 which has been included as part of the
            total legal settlement liability of $2,608,200 at September 30,
            2002.

      3.    STOCK BASED COMPENSATION

      For the three months ended September 30, 2002 and 2001, the Company
      incurred expenses resulting from stock warrants and common stock issued
      totaling $643,173 and $2,004,402, respectively. For the nine months ended
      September 30, 2002 and 2001, the Company incurred expenses resulting from
      stock warrants and common stock issued totaling $46,202,181 and
      $7,355,302, respectively. The following table summarizes the Company's
      stock based compensation activities based on the accounts shown on the
      statements of operations:
<TABLE>
<CAPTION>
                                     Three months ended September 30,                       Nine months ended September 30,
                              ----------------------------------------------       -----------------------------------------------
                                       2002                     2001                       2002                      2001
                              ----------------------  ----------------------       -----------------------  ----------------------
<S>                           <C>                     <C>                          <C>                      <C>
Consulting                    $             643,173   $           1,564,517        $            2,147,015   $           6,161,915
Penalty fee                                      --                      --                       292,500                      --
Legal settlement                                 --                      --                       337,735                      --
Finance fee                                      --                      --                    43,203,730                      --
Interest                                         --                 439,885                       221,201               1,193,387
                              ----------------------  ----------------------       -----------------------  ----------------------

     Total stock based
     compensation             $             643,173   $           2,004,402        $           46,202,181   $           7,355,302
                              ======================  ======================       =======================  ======================
</TABLE>

                                                      9

<PAGE>

                                    eCONNECT
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.    RELATED PARTY TRANSACTIONS

      DUE TO RELATED PARTIES - As of September 30, 2002, due to related parties
      totaling $2,549,447 are comprised of the following:
<TABLE>
<CAPTION>
            <S>                                                                 <C>
            Common stock due to ET&T related 65,220 shares provided by
              ET&T for use by the Company                                       $      163,846

            Advances from ET&T, unsecured, bearing no interest                         119,170

            Advances from Alliance Equities (company controlled by Richard
              Epstein, a significant stockholder of the Company), unsecured,
              bearing
              no interest                                                              117,508

            Deposit related to the purchase of  eCashPad terminals                     250,000

            Value of remaining 18,000 common stocks and warrants for 25,000
              shares of the Company's common stock to be issued to Paul Egan (a
              stockholder of the Company) related to the fiscal year
              1999 acquisition of Top Sports, S.A.                                     261,228

            Advances from an affiliate, unsecured, due on demand and bearing
              no interest                                                              709,785

            Advances from Paul Egan, unsecured, due on demand, and bearing
              no interest                                                              927,910
                                                                                ---------------

                  Total due to related parties                                  $    2,549,447
                                                                                ===============
</TABLE>

      SATISFACTION OF DUE TO RELATED PARTIES - During February 2002, the Company
      issued 153,846 shares of the Company's common stock to satisfy balances
      due Richard Epstein and Alliance Equities (hereafter referred to as
      "Alliance"), totaling $300,000. During July 2002, the Company issued
      30,000,000 shares of the Company's common stock to satisfy balances due
      Alliance totaling $180,000. For the nine months ended September 30, 2002,
      the Company borrowed an additional $297,508 from Alliance. As of September
      30, 2002, the balance due Alliance totaled $117,508. For the nine months
      ended September 30, 2002, the Company borrowed and additional $297,508
      from Alliance.

      RICHARD EPSTEIN STOCK WARRANTS - During February 2002, Richard Epstein
      exercised stock warrants to purchase 680,000 shares of the Company's
      common stock for $68,000.

      During May 2002, Richard Epstein was granted 60,599,106 (post reverse
      stock split) warrants to purchase shares of the Company's common stock for
      50% of the closing bid price and expire one year from grant date for a
      finance fee. The Company estimates the fair value of Mr. Epstein's stock
      warrants granted by using the Black-Scholes option pricing-model with the
      following weighted average assumptions; no dividend yield; expected
      volatility of 318%; risk free interest rates of 1.79%; and expected lives
      of 6 months. Accordingly, the Company recorded interest expenses under
      SFAS No. 123 relating to non-statutory stock warrants that became
      exercisable upon grant for $43,203,730 as of September 30, 2002.

      ET&T SUPER-VOTING RIGHTS - In February 2002, the board of directors of
      eConnect passed a resolution granting ET&T super-voting rights in keeping
      with the original formation of eConnect in February 1997. This allows
      ET&T, which is controlled by Thomas S. Hughes, former president, former
      director, and stockholder of the Company, to have a controlling vote on
      issues before the Board of Directors. During December 2002, the board of
      directors passed a resolution to rescind all super-voting rights granted
      to ET&T (see Note 9).

                                       10

<PAGE>

                                    eCONNECT
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.    RELATED PARTY TRANSACTIONS (continued)

      PENALTY FEE - During February 2002, the Company issued 150,000 shares of
      the Company's common stock to Alliance in satisfaction of a penalty
      expense totaling $292,500. The Company agreed to pay Alliance a penalty of
      150,000 shares due to delays in issuances of its common stock to Alliance.

5.    STOCK OPTIONS

      STOCK OPTIONS GRANTED TO CONSULTANTS - During January 2002, the Company
      granted stock options to purchase 210,000 shares of the Company's common
      stock with an exercise price equal to 50% of the closing bid price of its
      common stock upon the date of exercise. These stock options were granted
      in connection with a consulting agreement. The Company has estimated the
      fair value of the warrant using the Black-Scholes pricing-model with the
      following assumptions: no dividend yield; expected volatility of 297%;
      risk free interest rates of 1.689%; and an expected life of 2 months.
      Compensation under the grant totaled $651,000 for the nine months ended
      September 30, 2002. During February and March 2002, the 210,000 options
      were exercised for $215,250.

6.    FORMATION OF SUBSIDIARY

      eGS, INC. - During March 2002, the Company incorporated eGS, Inc. in the
      State of Nevada to serve as the Company's internet agent for future state
      regulated and licensed games of chance and skill. As of September 30,
      2002, the Company owns approximately 70% of eGS, Inc. The remaining
      balance of 30% had been distributed pursuant to a stock dividend to all of
      its stockholders of record as of April 3, 2002. The stockholders received
      one common share of eGS, Inc. for every 100 pre-reverse split share held
      of the Company's common stock as of April 3, 2002. The Company intends to
      maintain a majority ownership of eGS, Inc. eGS, Inc. is in the start-up
      phase, therefore no revenue has been recorded and all start-up costs have
      been expensed. As of September 30, 2002, eGS, Inc. has no assets or
      liabilities.

7.    Going Concern

      The Company incurred a net loss of approximately $52,909,603 for the nine
      months ended September 30, 2002. The Company's current liabilities exceed
      its current assets by approximately $12,374,988 as of September 30, 2002.
      These factors create substantial doubt about the Company's ability to
      continue as a going concern. The Company's management has developed a plan
      to complete the development of technology products and create their
      respective markets to generate future revenues. The Company will also seek
      additional sources of capital through the issuance of debt and equity
      financing, but there can be no assurance that the Company will be
      successful in accomplishing its objectives.

      The ability of the Company to continue as a going concern is dependent on
      additional sources of capital and the success of the Company's plan. The
      financial statements do not include any adjustments that might be
      necessary if the Company is unable to continue as a going concern.

8.    OTHER MATTERS

      PACIFIC NAKON - During July 2002, the Company received a letter of intent
      from Pacific Nakon International, Inc. ("PNI") whereby PNI, in conjunction
      with Valet, Inc. and Electronic Valet Systems, Inc., proposed the
      following:

      (i)   PNI would provide ownership of all equity interests in Valet, Inc.
            and Electronic Valet Systems, Inc. for the purpose of implementing
            this business transaction in exchange for the Company providing and
            installing 10,000 eCashPads
      (ii)  The parties will create a new corporation to serve as the repository
            of the equity interest noted in the letter of intent with the
            ownership being negotiated in not less than 20 banking days

                                       11

<PAGE>

                                    eCONNECT
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.    OTHER MATTERS (continued)

      (iii) PNI will issue to the Company $20,000,000 in asset backed corporate
            debentures for the purpose of enhancing the balance sheet of
            eConnect. Such bonds will have a term of seven years and shall earn
            interest at 8.5% per year to be payable in arrears

      (iv)  All parties intend to pay a loan with an undisclosed balance and
            provide two bonds for totaling $7,000,000 to acquire all assets
            owned by F.F.S., LLC and their membership units (v) The Company will
            issue 22,000,000 share of common stock to the participating parties

      During July 2002 and September 2002, the Company issued 2,000,000 and
      20,000,000 shares of the Company's common stock, respectively, to PNI in
      exchange for the $20,000,000 debentures. During October 2002, the Company
      rescinded its agreement with Pacific Nakon and returned $16,000,000 of the
      debentures to PNI. The Company has requested PNI to return the 22,000,000
      shares. Due to the Company returning only $16,000,000 in debentures to
      PNI, the Company has recorded an other receivable totaling $194,600 for
      18,000,000 shares as of September 30, 2002. The remaining $4,000,000
      debentures were distributed for consulting services. Therefore, the
      Company recognized consulting fees totaling $24,000 for the remaining
      4,000,000 shares of the Company's common stock.

      ELECTRONIC VALET SYSTEMS, INC. - During July 2002, the Company signed a
      letter of intent to establish a strategic agreement to develop a money
      transfer system between the United States and Mexico with Electronic Valet
      Systems, Inc. Upon signing the letter of intent, the Company was required
      to pay $150,000 and issue 10,000,000 shares of the Company's common stock
      to Abelardo Castillo, Sr. of Electronic Valet Systems, Inc. On August 15,
      2002 the Company is required pay an additional $3,000,000 to Electronic
      Valet Systems, Inc. with a final payment of $2,500,000 due 60 days from
      date of the strategic agreement. In the event of any breach of the
      agreement by the Company, the entire agreement will be cancelled without
      notice and all consideration will not be reimbursed to the Company. As of
      September 30, 2002, no cash payments or stock issued since management of
      the Company has rescinded the agreement and no additional commitments by
      either party is required.

      TRANSACTION SYSTEMS, LLC - During July 2002, the Company signed a letter
      of intent with Transaction Systems, LLC, whereby the Company desires to
      acquire all membership units and an exclusive license for Merlin 2, ePos2,
      and Gaming Software in consideration of shares of the Company's common
      stock valued at $1,000,000 determined at the date of closing. Merlin2 is a
      web based front-end system for the loading and sale of prepaid cards.
      ePos2 is a point-of-sale software that allows prepaid cards to be sold and
      loaded in real time via Merlin2 interface. Gaming Software supports
      Internet gaming from the front-end to the back-end which allows casinos to
      create private label accounts and can interface with Merlin2 and allow
      customers to move their winnings to a debit card. As of September 30,
      2002, management of the Company has rescinded the agreement and no
      additional commitments by either party is required.

      eCONNECT FINANCIAL - During July 2002, the Company entered into an
      agreement with Alan J. Conner & Associates to jointly form eConnect
      Financial to operate an Internet Bank under a joint venture with
      InterState Net Bank. eConnect Financial will issue sub prime credit cards,
      credit insurance and open bank accounts through eCashPad users with Allan
      J. Conner acting as the president. The agreement required the Company to
      fund $1,500,000 by August 2, 2002 with $500,000 to be allocated towards
      the purchase of capital stock in Interstate Net Bank and $1,000,000
      allocated towards operations of the venture. Additionally, the Company
      will grant 10,000,000 warrants to purchase shares of the Company's common
      stock for 25% below the close bid price on the 15th day of each month for
      12 months from the effective date of the agreement. The venture will be
      divided into two divisions: Division I consisting of the sub prime credit
      card division with 70% owned by Allan J. Conner & Associates, 20% owned by
      the Company and 10% owned by PNI; Division II consisting of the eCashPad
      universal usage with 70% owned by the Company, 20% owned by Allan J.
      Conner & Associates and 10% owned by PNI. The Company did not meet the
      funding requirements pursuant to the agreement, therefore the agreement
      has been cancelled and no additional commitments by Alan J. Conner &
      Associates are required.


                                       12

<PAGE>

                                    eCONNECT
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.    OTHER MATTERS (continued)

      HALTED TRADING OF STOCK - On July 25, 2002, the SEC suspended trading of
      the Company's common stock in connection with an investigation of the
      Company's accuracy of several claims, including the claimed value of the
      bonds PNI invested into the Company, the stated projected opening date of
      eConnect Financial, and the value of a purchase order from another
      company. The Company's common stock resumed trading on August 8, 2002;
      however, from that date to the date of this report, the Company's common
      stock has been trading on the National Quotation Bureau's Pink Sheets,
      since brokerage firms who make a market in the Company's common stock on
      the Over-The-Counter Bulletin Board ("OTCBB") are not willing to do so at
      this time.

      ALLEGATIONS OF VIOLATION OF SECURITIES LAW AND CONSENT AGREEMENT OF 2000 -
      On August 7, 2002, Thomas S. Hughes, former Chief Executive Officer and
      Director of the Company, was served with a complaint by federal
      authorities alleging i) contempt of court pursuant to a permanent
      injunction issued on April 7, 2000 by issuing and/or approving issuance of
      false and misleading press releases and failing to disclose material facts
      in connection with the issuance of press releases and (ii) securities
      fraud in connection with the purchase and sale of the Company's common
      stock. Remedies sought in these proceedings include criminal and civil
      penalties and a bar from service as an officer or director of a
      publicly-traded company. During October 2002, Thomas S. Hughes resigned as
      Chief Executive Officer and Director of the Company. The loss of Mr.
      Hughes could have a material adverse impact on the Company's business and
      financial condition.

      STOCK DIVIDEND - During July 2002, the Company announced a 5% stock
      dividend to stockholders on record as of July 23, 2002. Additionally, the
      stock dividend of 45,223,898 shares is not subject to the 1-for-100
      reverse split discussed in Note 1. Management of the company plans to
      register a Form SB-2 with the Securities Exchange Commission. The Company
      plans to distribute these shares upon the Securities Exchange Commission
      declaring the registration statement effective.

9.    SUBSEQUENT EVENTS

      STOCK ISSUANCES - During October 2002, the Company issued 16,750,000
      shares of the Company's common stock to various consultants valued at
      $100,500.

      Also during October 2002, the Company issued 10,000,000 shares of the
      Company's common stock to ALC Capital, Inc. in exchange for a loan of
      $100,000. Through the date of this report, the Company has not received
      the funding and has placed an administrative hold with the stock transfer
      agent on these shares. Management of the Company will take necessary
      actions to collect the funding or have the shares returned.

      Also in October, the Company issued 3,000,000 restricted shares of the
      Company's common stock to Maximus Investments, Inc. in exchange for a loan
      of $40,000. Through the date of this report, the Company has not received
      the funding and has put a stop to the 3,000,000 share issuance. Management
      of the Company will take necessary actions to collect the funding or have
      the shares returned.

      During November, the Company issued 5,000,000 shares of the Company's
      common stock to Richard Epstein for satisfaction of due to related parties
      totaling $30,000.

      During December, the Company issued 5,000,000 shares of the Company's
      common stock to Richard Epstein for satisfaction of due to related parties
      totaling $30,000.

      RESCISSION OF ET&T super-voting rights - During December 2002, the
      Company's board of directors passed a resolution whereby all super-voting
      rights (see Note 4) held by ET&T, a company controlled by former Chief
      Executive Officer Thomas S. Hughes were rescinded.

                                       13

<PAGE>

ITEM 2. PLAN OF OPERATION

         The Company has recently undergone significant changes, including
replacement of the senior management. As previously announced, in October 2002,
Thomas S. Hughes resigned as Chairman and Chief Executive Officer of the
Company. The Company has retained Christopher A. Jenson as CEO and Chairman.
Gilbert Serrano has also joined the Company, and will take the position of Chief
Operating Officer. The Company has left the San Pedro location and has relocated
its headquarters to 1010 North Central Avenue, Glendale, California 91202.


TWELVE MONTH PLAN OF OPERATION.

Over the next twelve months, the Company intends to continue pursuit of its
primary goal of realizing a meaningful mass of merchants, consumers and
transaction processors that utilize the Company's solutions. The Company plans
to position its solutions and services to these target constituents as a means
of:

o     Reducing transaction related risks, including fraud, chargebacks and
      repudiation

o     Reducing transaction processing costs for merchants, processors and
      acquirers

o     Potentially reducing costs for card issuers

o     Increasing convenience for consumers

o     Increasing a sense of financial and identity security for consumers

o     Increasing customer retention for merchants

o     Increasing customer retention rates for processors

o     Decreasing customer acquisition rates, and costs, for online merchants

To realize this goal, and effectively position the Company's solutions in the
marketplace, a number of supporting objectives must be accomplished. These goals
can be categorized into four functional areas, management, marketing, finance,
and product development. While growing the Company's capacity and effectiveness
in each of these areas is critical to realizing growth, the Company believes
that the most important objective is building a core management team that shares
common values. Specifically, the Company is looking to engage professionals as
officers and managers that represent a high degree of technical and professional
excellence, have built their careers and lives on a solid moral and ethical
foundation and have the passion and drive required to see new products, such as
those offered by the Company, become commercially successful. The Company began
undertaking steps to engage such a management team in the third quarter of 2002.
Another critical component of the Company's plans for the coming 12 months
involves building a sales and marketing infrastructure that complements its
products and industry. As a new type of product, in an evolving industry,
effectively building such an infrastructure is very challenging. The Company
believes that multiple parties stand to benefit from its eCashpad, Bank Eyes
Only and other remote, secure Point of Sale (POS) payment and transaction
processing solutions. While the number of potential beneficiaries perceived by
the Company suggests a number of opportunities, pursuing each of these
opportunities, and the channels required to successfully convert these
opportunities into revenue, involves substantial capital and savvy. The Company
plans to pursue partnerships with a mix of distribution channels over the next
twelve months in hopes of accelerating awareness, interest and desire for its
products amongst the perceived beneficiaries of its solutions and services.

                                       14

<PAGE>

Pursuing each of the Company's objectives will require additional financing.
Failure to attract a capable management and build an effective marketing
infrastructure will likely result in unfavorable terms for such financing, if
any such financing is available at all under such circumstances. To this end,
the Company plans to keep its organization focused on the primary goal
operational goals, with the hope that such a focus will expand the range of
financing alternatives available as milestones are met. There can be no
assurance that meeting the Company's operational milestones will in fact result
in the growth of its financing alternatives. The final functional area planned
to impact the Company's primary goal is product development. For much of the
Company's history, product development consumed a large share of available
resources, including financial and human capital. Although important
developments and updates to the Company's secure transaction and payment
processing solutions have occurred throughout the Company's history, a certain
degree of continued development will be required in the coming 12 months to
acquire and maintain the Company's anticipated competitive advantages.

Each of the preceding objectives a great deal of risk, and no assurance can be
given that any of these objectives will be successfully met, or that meeting
such objectives will result in accomplishing the Company's primary goal. In
fact, the risks and costs of pursuing these objectives could potentially result
in material adverse impacts to the Company's financial position and results from
operations.

Forward Looking Statements.

          This report contains "forward looking statements" within the meaning
of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6 under
the Securities Act of 1934, as amended, 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 - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 7, 2002, the Securities and Exchange Commission filed a civil
complaint against eConnect, Thomas D. Hughes, Richard Epstein and Alliance
Equities, alleging that false press releases were made, and seeking injunctive
relief and disgorgement. The respondents are vigorously contesting the
allegations.

Halted trading of stock - On July 25, 2002, the SEC suspended trading of the
Company's common stock in connection with an investigation of the Company's
accuracy of several claims, including the claimed value of the bonds PNI
invested into the Company, the stated projected opening date of eConnect
Financial, and the value of a purchase order from another company. The Company's
common stock resumed trading on August 8, 2002; however, from that date to the
date of this report, the Company's common stock has been trading on the National
Quotation Bureau's Pink Sheets, since relisting procedures for the
Over-the-Counter Bulletin Board ("OTCBB") have not yet been completed.

                                       15

<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities.

Sales of unregistered securities occurring on or before June 30, 2002, have been
previously reported.

ALC CAPITAL INC              7243-9     10/8/2002   10,000,000 valued at $60,000

MAXIMUS INVESTMENTS INC      7244-7     10/8/2002    3,000,000           $18,000

No commissions or fees were paid in connection with these sales. These
transactions were exempt from the registration requirements under the Securities
Act of 1933 based on Rule 506 of Regulation D, and similar provisions under
state securities laws and regulations by the fact that:

... The sales were made to sophisticated investors as defined in Rule 502;

... The information specified in paragraph (b)(2)(ii)(B) and paragraph
   (b)(2)(ii)(C) of this section was provided to each investor;

... The company gave each purchaser the opportunity to ask questions and receive
   answers concerning the terms and conditions of the offering and to obtain any
   additional information that the Company possessed or could acquire without
   unreasonable effort or expense that is necessary to verify the accuracy of
   the information furnished;

... At a reasonable time prior to the sale of securities, the company advised the
   purchasers of the limitations on resale in the manner contained in paragraph
   Rule 502(d)(2) of this section;

... Neither the company nor any person acting on its behalf sold the securities
   by any form of general solicitation or general advertising;

... The company exercised reasonable care to assure that the purchasers of the
   securities are not underwriters within the meaning of section 2(11) of the
   Securities Act of 1933 in compliance with Rule 502(d).

                                       16

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

Exhibits included or incorporated by reference herein are set forth in the
attached Exhibit Index.

Reports on Form 8-K.

None


                                    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:  January 21, 2002            By: /s/ Christopher A. Jenson
                                        ------------------------------------
                                        Christopher A. Jenson, Chairman, CEO

                                        /s/ Gilbert Serrano
                                        ----------------------------
                                        Gilbert Serrano, Chief Operating Officer


      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, Christopher A. Jenson, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Quarterly Report of eConnect, Inc. on Form 10-QSB for the quarterly period ended
September 30, 2002, fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly
Report fairly presents in all material respects the financial condition and
results of operations of eConnect, Inc.


                                   By:  /s/ Christopher A. Jenson
                                        ----------------------------
                                        Christopher A. Jenson, Chairman, CEO

                                        /s/ Gilbert Serrano
                                        ----------------------------
                                        Gilbert Serrano, Chief Operating Officer



                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Christopher A. Jensen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of eConnect;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.


Date: January 14, 2003

/s/ Christopher A. Jensen
Christopher A. Jensen
Chief Executive Officer




eConnect currently has no chief financial officer.

                                       17

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                            Description
-----------                            -----------

10.1      Purchasing Agreement between the company and 3Pea Technologies, Inc.,
          dated June 19, 2001 (incorporated by reference to Exhibit 10.56 of the
          Form SB-2 filed on July 30, 2001).

                                       18