<PAGE>


                            UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                            FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 10 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:  February 28, 1997

Commission file number:  33-68570



                         LEGGOONS, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)


         MISSOURI                           43-1239043
  ----------------------        ----------------------------------
 (State of incorporation)      (IRS Employer Identification number)

            400 South Lindell, Vandalia, Missouri, 63382
         ---------------------------------------------------
        (Address of principal executive offices and Zip Code)

                             (573) 594-6418
          --------------------------------------------------
         (Registrant's telephone number, including area code)



     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) has been subject to 
such filing requirements for the past 90 days.

      Yes  X    No ____


Number of shares of common stock outstanding as of March 31, 1997:  2,787,000

Transitional Small Business Disclosure Format (Check one): Yes ___ No   X
     








<PAGE>
                       PART I-FINANCIAL INFORMATION

Item 1.Financial Statements

                              LEGGOONS, INC.   
                              BALANCE SHEETS
<TABLE>
<CAPTION>
                                                  February 28,    August 31,
                                                       1997          1996
 ASSETS                                            (Unaudited)     (Audited)
 ------                                            -----------      ---------
<S>                                                <C>            <C>
 Total Assets                                       $         0    $        0
                                                    -----------    ----------
 LIABILITIES AND STOCKHOLDERS' EQUITY
 ------------------------------------

 Current Liabilities:
   Due to stockholder                                   $35,135        $8,188
   Accounts payable                                      21,304        12,339
                                                         ------        ------
           Total current liabilities                     56,439        20,527
                                                         ------        ------ 

Commitments and Contingencies

Stockholders' Equity:
  Common stock, $.01 par value, authorized
    10,000,000 shares; issued and outstanding,       
    2,787,000                                            27,870        27,870
  Preferred stock, $.01 par value, authorized 
    5,000,000 shares; issued and outstanding 
    - none                                                    -             -
  Additional paid-in capital                          3,522,792     3,522,792
  Accumulated deficit                                (3,607,101)   (3,571,189)
                                                      ----------    ----------
        Total stockholders' equity                      (56,439)      (20,527)
                                                      ----------     ----------
                                                      $       0      $      0
                                                      ----------     ---------










</TABLE>
See accompanying notes to interim financial statements


<PAGE>


                                LEGGOONS, INC.
                          STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                               Three Months Ended        Six Months Ended
                         February 28,  February 29, February 28,  February 29,
                                 1997        1996       1997          1996
                        ------------  ------------  ------------  ------------
<S>                    <C>            <C>            <C>          <C>
      
General and 
  Administrative 
         expenses        $ 15,886      $   6,596     $   35,912    $  21,866
                        ----------     ----------     ----------    ---------
Loss from continuing 
         operations       (15,886)        (6,596)       (35,912)     (21,866)
                        ----------     ----------     ----------    ---------
Discontinued operations:
  Income (loss) from 
  discontinued apparel 
  operations                    0        (79,507)             0     (281,802)
     
Loss on disposal of 
  apparel operations,
  including a provision 
  of $150,000 for 
  operating losses 
  during phase-out 
  period                        0       (565,720)             0     (565,720)
     
Loss from discontinued 
  operations before 
  extraordinary items     (15,886)      (645,227)       (35,912)    (847,522)
                        ----------     ----------     ----------    ---------
Extraordinary item - 
  gain on restructuring
  of liabilities                0         90,973              0       90,973
                        ----------     ----------     ----------   ----------
Net loss                 $(15,886)     $(560,850)      $(35,912)   $(778,415)
                        ----------     ----------     ----------   ----------
Loss from continuing 
  operations per share     $ (.00)        $ (.00)        $ (.01)      $ (.01)
                        ----------     ----------     ----------   ---------- 
Net loss per common 
  share                    $ (.00)        $ (.20)        $ (.01)      $ (.28)
                        ----------     ----------     ----------   ----------
Weighted average shares 
  outstanding           2,787,000      2,787,000      2,787,000    2,787,000











</TABLE>
See accompanying notes to interim financial statements

<PAGE>
                            LEGGOONS, INC.
                      STATEMENTS OF CASH FLOWS
                            (Unaudited)
<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                 February 28,   February 29,
                                                     1997           1996
                                                ------------    ------------
<S>                                             <C>            <C>
Cash Flows From Operating Activities
 Continuing operations:
  Net loss                                       $(35,912)      $(21,866)
  Changes in assets and liabilities:
   Accounts payable                                 8,965              0
                                                  --------      ---------
Cash used in continuing operations                (26,947)       (21,866)
                                                  --------      ---------
Discontinued operations: 
  Net loss                                              0       (756,549)
Adjustments to reconcile net loss to net cash
  provided (used) by discontinued operations:
  Depreciation and amortization                         0         70,820
  Gain on investment in partnership                     0         (3,500)
  Gain on restructuring of liabilities                  0        (90,973)
  Estimated loss on discontinued operations             0        422,508
  Changes in assets and liabilities:
   Accounts receivable                                  0        (46,071)
   Inventories                                          0        173,909
   Deferred charges                                     0        145,218
   Prepaid expenses                                     0         89,233
   Accounts payable                                     0       (134,077)
   Accrued expenses                                     0          4,102
                                                  -------       ---------
   Net cash used by discontinued operations             0       (125,380)
                                                  --------      ---------
Cash Used in Operating Activities                 (26,947)      (147,246)
                                                  --------      ---------
Cash Flows From Investing Activities:
 Discontinued operations:
   Decrease in other assets                              0              0
   Distributions from partnership                        0            326
                                                   -------         ------
     Net Cash provided by investing activities           0            326
                                                   -------         ------





</TABLE>
See accompanying notes to interim financial statements.




<PAGE>
                               LEGGOONS, INC.
                         STATEMENTS OF CASH FLOWS
                                (Unaudited)
<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                  February 28,  February 29,
                                                      1997          1996
                                                 ------------   ------------
<S>                                               <C>             <C>
Cash Flows From Financing Activities:
 Continuing operations:
  Proceeds from additional borrowings from 
  stockholder                                         26,947              0
                                                   ---------       --------
 Cash provided by continuing operations               26,947              0
                                                   ---------       --------
 Discontinued operations:
   Proceeds from additional borrowings from 
   stockholder                                             0        214,960
   Net proceeds (payments) on note payable to 
   bank                                                    0        (28,872)
   Principal payments on long-term debt                    0        (29,250)
                                                   ---------       ---------
 Cash provided by discontinued operations                  0        156,838
                                                   ---------       --------
Cash provided by financing activities                 26,947        156,838
                                                   ---------       --------
Net decrease in cash                                       0          9,918
Cash at beginning of period                                0          9,881
                                                   ---------       --------
Cash at end of period                              $       0       $ 19,799
                                                   =========       ========


















See accompanying notes to interim financial statements.







                           LEGGOONS, INC.
                NOTES TO INTERIM FINANCIAL STATEMENTS

1.  Unaudited Interim Periods:

   The information furnished herein relating to interim periods has not been 
audited by independent Certified Public Accountants.  In the opinion of the 
Company's management, the financial information in this report reflects any 
adjustments that are necessary for a fair statement of results for the 
interim periods presented in accordance with generally accepted accounting 
principles.  All such adjustments are of a normal and recurring nature.  The 
accounting policies followed by the Company, and additional footnotes, are 
set forth in the audited financial statements included in the company's 
Annual Report Form 10-KSB/A filed with the SEC in January 1997.

2.  Initial Public Stock Offering:

   On November 18, 1993, the Company completed an initial public offering in 
which it sold 900,000 Units at $3.125 per Unit.  Each Unit consisted of one 
share of Common Stock and one Class A Warrant.  Three Warrants entitle the 
holder thereof to purchase one share of Common Stock at $3.75 per share and 
expire on November 18, 1997.  The warrants are callable in total by the 
Company after November 18, 1994, at a redemption price of $.05 per warrant 
upon 60 days prior notice if the common stock has traded above $3.75 for at 
least 20 out of the 30 trading days preceding the date of the notice of 
redemption.  

3.  Earnings (loss) Per Share:

   Net earnings (loss) per share are computed using the weighted average 
number of common and common equivalent shares outstanding during the period. 
The Class A Warrants issued during the public offering are anti-dilutive and 
have not been included in the computation of common equivalent shares 
outstanding.  Fully diluted net earnings (loss) per share for all periods 
presented is not materially different from primary net earnings (loss) per 
share.

4.  Income Taxes:

   Effective September 1, 1987, the Company elected to be taxed under 
Subchapter S of the Internal Revenue Code.  As such, the Company's taxable 
income or loss was included in the individual tax returns of its shareholders
for Federal and State income tax purposes. Upon the closing of the public 
stock offering on November 18, 1993, the Company terminated its Subchapter S 
election.  The company adopted Statement of Financial Accounting Standards 
No. 109, "Accounting for Income Taxes" effective September 1, 1993, the 
impact of which was immaterial.

   At February 28, 1997, the Company had unused net operating losses to carry 
forward against future years' taxable income of approximately $2,790,000 
expiring in various amounts from 2009 to 2011.

<PAGE>

5.  Discontinued Operations

   On January 19, 1996, the Company adopted a formal plan to discontinue the 
designing, selling, manufacturing and distribution of its apparel products.  
As part of such plan, the Company discontinued production on April 30, 1996 
and culminated with the Assignment for Benefit of Creditors on June 12, 1996.

6.  Disposition of Assets and Liabilities:

   On June 12, 1996, the Company transferred all of its assets and liabilities 
to a third party assignee, under an "Assignment for the Benefit of 
Creditors."  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.  The net liabilities as of June 12, 1996, were removed from the 
Company's financial statements by a corresponding credit to additional 
paid-in capital of $1,132,722.  The Company will continue to maintain its' 
status as a shell corporation.  

7.  Accumulated Deficit:

   As a result of the termination of the Company's S Corporation status on 
November 18, 1993, the accumulated deficit of $1,168,375 incurred through 
that date was closed out against additional paid-in capital.  The $3,607,101 
of deficit on the balance sheet at November 30, 1996, is the result of 
operations from November 18, 1993, to February 28, 1997.



















<PAGE>
                     Item 2.      PLAN OF OPERATIONS

General:

   The Company is currently satisfying its cash requirements by obtaining 
advances from its principal stockholder, James S. Clinton.  Mr. Clinton is 
also the President and a member of the Board of Directors of the Company.  
Mr. Clinton has advised the Company that he will continue to provide cash 
advances for operations for at least the next twelve months.  It is 
anticipated that the Company will employ one or two employees in the next 
twelve months to provide for the procedures required to market the public 
shell for merger or acquisition.

   The primary general and administrative expenses incurred during the 
quarterly period ended February 28, 1997, were legal expenses related to the 
HPOS license agreement, accounting fees for the audit of the Company's 
financial statements as of and for the year ended August 31, 1996, and stock 
expenses required to maintain the Company's public shell status.

Infinitron Investments International, Inc. Stock Acquisition Agreement
----------------------------------------------------------------------

   The Company has concluded settlement negotiations of a dispute with 
Infinitron Investments International, Inc. ("Infinitron"), who, under a Stock
Acquisition Agreement, had previously agreed to acquire the Company.  
Generally, under the terms of the settlement, the Company is to receive 
$510,000 in cash over a period of six months from Infinitron, along with 
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 Company's stockholders as their "loss of the bargain" under the proposed 
merger.  The $510,000 of cash proceeds will be distributed in accordance 
with the Assignment for Benefit of Creditors.

   As of April 16, 1997, no payments on the settlement agreement have been 
made by Infinitron.  The Company has informed Infinitron that unless the 
originals of all documentation, including the stock certificate, and the cash
payments are provided by April 30, 1997, that they will have no alternative 
but to take whatever action is recommended by legal counsel to protect 
the Company's interests and those of the Company's shareholders.

HPOS License Agreement
----------------------
     On February 18, 1997, the Company 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 the 
Company over the medium term.  

Under terms of the Licensing Agreement, Leggoons 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 

<PAGE>

February 10, 1998, in the event the bid price of the common stock of Leggoons
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.

The License Agreement also provides that in the event that the bid price for 
the common stock of Leggoons 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 Leggoon's 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.  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.  In March 1997 Rick Howe assumed the position of Chief 
Executive Officer and Chief Operations Officer.  Mr. Howe has over 30 years 
of successful experience at all levels of casino management, most recently 
as Vice President and Casino Manager at the Four Queens Hotel in Las Vegas, 
Nevada.  As CEO/COO, Mr. Howe 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 Home Point Sale, Inc., will remain as Chairman 
and President of Leggoons, Inc.  The Company intends to seek shareholder 
approval to change its name from Leggoons, Inc. to Betting, Inc.


<PAGE>
                                FORM 10-QSB

                               LEGGOONS, INC.

                         PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
      (a)      Exhibits  -  None.

      (b)      Reports on Form 8-K  - A Current Report on Form 8-K dated as 
               of February 25, 1997,was filed with respect to the Company's 
               entering the license agreement with HPOS,Inc. on February 18, 
               1997.

      EX-27    Financial Data Schedule



SIGNATURE:
----------
Pursuant to the requirements 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.

 (Registrant)                            LEGGOONS, INC.
BY(Signature)                            /s/ Thomas S. Hughes
(Date)                                   April 17, 1997
  (Name and Title)                       Thomas S. Hughes
                                         President




</TABLE>