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

                               FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                  COMMISSION FILE NUMBER: 33-68570

                                eConnect
        (Exact name of registrant as specified in its charter)

            Nevada                                           43-1239043
(State or jurisdiction of incorporation                 (I.R.S. Employer
               or organization)                         Identification No.)

2500 Via Cabrillo Marina, Suite 112, San Pedro, California     90731
  (Address of principal executive offices)                   (Zip Code)

               Registrant's telephone number:  (310) 514-9482

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

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes     X        No      .

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 Registrant had no positive revenues for the fiscal year ended
on December 31, 2000.  The aggregate market value of the voting
stock held by non-affiliates of the Registrant as of March 31,
2001: Common Stock, par value $0.001 per share -- $13,331,105.
As of March 31, 2001, the Registrant had 256,566,707 (1) shares of
common stock issued and outstanding.

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

(1)  See footnote to Security Ownership of Certain Beneficial
Owners and Management

                            TABLE OF CONTENTS

PART I                                                           PAGE

ITEM 1.  BUSINESS                                                   3

ITEM 2.  PROPERTIES                                                17

ITEM 3.  LEGAL PROCEEDINGS                                         17

ITEM 4.  SUBMISSION TO MATTERS TO VOTE OF SECURITY HOLDERS         23

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS                           24

ITEM 6.  PLAN OF OPERATION                                         29

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               39

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                    39

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT        39

ITEM 10.  EXECUTIVE COMPENSATION                                   41

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT                                    43

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           45

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO
          FINANCIAL STATEMENTS                                     49

SIGNATURES                                                         51

PART I.

ITEM 1.  BUSINESS.

Business Development

The Registrant was originally organized under the laws of
the State of Missouri on September 1, 1981, as HANDY-TOP, INC.
On April 20, 1983, the Articles of Incorporation were amended to
change the name of the corporation to HTI Corporation.  On May
28, 1993, the Articles of Incorporation were amended to change
the name of the corporation to Leggoons, Inc.  and increase the
number of authorized shares of common stock from 40,000 to
10,000,000 and decrease the par value of the common stock from
$1.00 per share to $0.01 per share. Also on May 28, 1993,
Leggoons, Inc., declared a 14-for-1 stock split.

Leggoons, Inc., was engaged in the design, manufacture and
distribution of apparel and related accessories which are sold to
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 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., was 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.(now
know as Electronic Transactions & Technologies) for the purpose
of licensing certain technology for the development of Personal
Encrypted Remote Financial Electronic Card Transactions
("PERFECT").  Electronic Transactions & Technologies is a
privately held corporation 70% owned by Thomas S. Hughes,
president of the Registrant.  This technology is designed to
enable consumers to instantly pay bills or impulse purchase from
home with real time cash transactions.

Mr. Hughes, Chairman of Electronic Transactions &
Technologies, became chairman and president of Leggoons, Inc. on
March 1, 1997.  At that time, the name was changed to Betting, Inc.

On April 28, 1997, the Registrant entered into a Host
Processing Agreement with Electronic Transactions & Technologies
for the purpose of having this firm act as the bank host
processing for all Betting, Inc.'s future transactions that are
sent by terminals that read credit cards or ATM cards.  On March
27, 1998, the Registrant entered into a license agreement with
Electronic Transactions & Technologies for the purpose of
licensing additional technology for processing electronic banking
transactions.  The technology licensed under this agreement
supplements the technology licensed under the agreement dated
February 18, 1997.

On May 17, 1999, an Agreement and Plan of Merger between
Betting, Inc., a Missouri corporation, into Betting, Inc., a
Nevada corporation was executed by an authorized signatory of
each company.  On May 21, 1999, the merger of the two companies
was approved by a majority of the shareholders.  Effective on
June 1, 1999, Articles of Merger were filed with the Nevada
Secretary of State, which formally resulted in the redomicile of
the Registrant from the State of Missouri to the State of Nevada.
This also resulted in the change of the fiscal year end from
August 31 to December 31.  On June 4, 1999, a Certificate of
Amendment to Articles of Incorporation was filed with the Nevada
Secretary of State changing the name of the Registrant to
"eConnect" and increasing the number of authorized common shares
to 100,000,000.

On August 23, 1999, a Certificate of Amendment to Articles
of Incorporation was filed with the Nevada Secretary of State
increasing the number of authorized common shares to 200,000,000.
On November 22, 2000, a Certificate of Amendment of Articles of
Incorporation was filed with the Nevada Secretary of State
increasing the number of authorized common shares to 300,000,000.

Business of the Registrant.

The business of the Registrant is to drive (process) PERFECT
global transactions with specific emphasis on ATM card with PIN
instant cash transactions.  There are two aspects to the industry
of self serviced home or mobile swiped ATM card with PIN entry or
credit card transactions which the Registrant has named PERFECT
(personal encrypted remote financial electronic card transactions).

The first aspect is the development of the home "Bank Eyes Only"T
transactions system whereby a consumer can use a remote terminal
from a home environment or mobile environment, (the eCashPad), to
read a credit card or ATM card with PIN or a smart card which is
then sent to a host processor for card authorization.  "Bank Eyes
Only" transactions refers to a direct Internet connection between
the consumer's terminal and the Registrant's bank card
authorization system.  The web merchant does not store nor has
ready access to the consumer's card data.  These "Bank Eyes Only"
terminals are remote from the merchant (protecting the consumer's
data) and are wireless or landline or computer enabled.  This
should result in greater consumer confidence in performing such
financial transactions.

This system will also enable the consumer or business person to
effect instant cash payments to the recipient.  A transaction
using the terminal device with an ATM card with PIN is considered
a cash payment.  Internet "Bank Eyes Only" ATM card with PIN
payments could substantially affect global commerce, completely
changing the way people around the world do business.

The second aspect of a PERFECT transaction is the public usage of
the Registrant's proprietary hardware placed in public locations
for self serviced bill payments by ATM card with PIN entry.
Today, bankcard authorized transactions, that are terminal
driven, are initiated by consumers, "face to face" with
merchants.  The Registrant's "Bank Eyes Only" transaction enables
the consumer to perform the transaction safely from a remote
location.  These PERFECT transactions are originated by the
consumer.  The transaction is encrypted before being sent.  The
merchant does not originate the transaction by swiping the bank
card; the consumer swipes the bank card with no merchant present.
The consumer is "remote" from the merchant.

Applications of the PERFECT industry focus specific attention of
the usage of ATM card with PIN entry to effect "just in time"
bill, tax, mortgage, or premium payments from home, to "reserve
your seat" for entertainment purposes.  The Registrant has
developed a proprietary hardware device, the eCashPad to conduct
such transactions.

The Registrant's goal is to develop network global host
processing centers.  These centers will drive and be compatible
with all types of hardware made by many different competitors.

The Registrant has spent substantial capital in cash and stock
during the last two fiscal years developing the system for the
implementation of the PERFECT industry in general and for the
specific application of Internet "Bank Eyes Only" transactions in
particular.

The Registrant has contracted exclusive licenses for global usage
of Patent No. 5,336,870, issued August 8, 1994, Patent No.
5,754,655, issued May 19, 1998, and Patent No. 5,809,143, issued
September 15, 1998 (see Exhibit 99.1 to this Form 10-KSB).

These three patents broadly cover the implementation of what the
Registrant is now calling "Bank Eyes Only" transactions. Patent
No. 5,336,870 has developed into the EzyDepot unit.

The EzyDepot unit was deployed as a self service terminal for
self service EzyShop at public locations.  The Registrant is now
focused on using the eCashPad for placement with PC's at public
locations such as coffee shops whereby the consumer can use the
eCashPad to safely shop by Bank Eyes Only at specific Bank Only
web sites.

The EzyDepot unit will be adapted and used as a self service bill
pay terminal at public locations abroad and will be driven by
eConnect full service host centers.

Patent No. 5,809,143 has developed into what the Registrant is
calling the eCashPad, and the specific focus is for Internet
"Bank Eyes Only" usage.  This device connects directly to a
personal computer and runs on the Windows operating system.

The Registrant is projecting a third quarter distribution of
eCashPads into the market and the initial generation of revenues
from both eCashPad sales and the transactions generated from
usage of the eCashPad at web merchant sites.

Patent No. 5,754,655 covers is in the process of development as a
hand held wireless voice capable phone and terminal for sale and
distribution into the PERFECT industry, with specific focus for
"Bank Eyes Only" Internet ATM card with PIN entry transactions.
This product is called the ePocketPay and is in the development
stage with a potential prototype targeted for the third quarter.

The  "Bank Eyes Only" system once fully implemented will consist
of the eCashPad sending Internet originated transactions into the
bank system for authorization.  At no time is any bankcard data
stored with the Internet merchant, and this simple action effects
a highly secure consumer Internet transaction. National Data
Funding Corporation will be providing the Registrant with
operations support for the Registrant's host systems under an
agreement with the Registrant in April 2000.

The eCashPad has been developed by Asia Pacific Micro, Inc, under
a manufacturing agreement entered into in January 2000.  Over
1,200 eCashPad units have initially been produced.

The eCashPad simply and easily attaches to the consumer's
computer keyboard and enables the consumer to affect Internet
"Bank Eyes Only" transactions, from the consumer's home or
office.  The Registrant will receive a fee from the merchant per
transaction.  The eCashPad will also be distributed with private
labels, through direct sales and promotionss.

Companies participating in the private label eCashPads will enjoy
the benefit of receiving a portion of the Registrant's
transaction fee for transactions made to them in addition to
those made to other merchants.  For example, an insurance company
using the eCashPad will generate cash payments by ATM card with
PIN entry for its premium payments.  In addition, it can generate
additional revenues from the same eCashPad as it is used to pay a
phone bill, to make a charitable donation, to purchase a product,
or to pay a tax bill.  The Registrant will receive a fee per
transaction as paid by the web merchant.

The Registrant is presently developing a full service host system
in the Dominican Republic and is presently completing the
certification process with Banco Nacional de Credito, and is
planning to follow with additional host centers for eConnect
Ireland, eConnect China and eConnect Austrialia.  A non-binding
letter of intent has recently been signed by Huaxia Bank of
Shanghai China to implement the eCashPad solution with specific
emphasis on ATM card with PIN on line debit.

Within the countries of China, Ireland, Australia, and the
Dominican Republic, the Registrant recognizes that the eCashPad
within those countries will naturally evolve into ATM card with
PIN cash games, and the Registrant intends to provide services
for such PERFECT games. One projected game will be the
"International", which will be the equivalent of a same day
instant cash game between the countries of Australia, China,
Ireland and the Dominican Republic whereby the eCashPad is used
with ATM card and PIN entry and processed by the Registrant's
host systems.

The specific goal of the Registrant is to establish global "Bank
Eyes Only" full service Host processing centers which will not
only drive the Registrant's hardware but will also certify and
drive other types of hardware devices effecting both conventional
and PERFECT transactions.  The Registrant is currently using
eFunds CONNEX software to provide the Registrant Host support
system outside of the United States.

The long term strategic goal of Registrant is to position its
global host systems to offer "Bank Eyes Only" processing services
for both competitors' terminal solutions and for the Registrant's
terminal solutions.  This places the Registrant in the position
of being a HUB for its own transactions and competitor's
transactions. There will also be a particular emphasis on
Internet cash payments between countries by the usage of eCashPad
or ePocketPay type of devices and ATM card with PIN entry. This
enables the Registrant to handle Business to Business
transactions and Country to Country transactions.

Revenue generation from "Bank Eyes Only" transactions is expected
to begin in the third quarter as eCashPads are distributed into
the marketplace.  Within the United States market, the Registrant
is closely working with NDFC to secure the go ahead for regional
ATM card networks for an eCashPad ATM card with PIN entry "Bank
Eyes Only" internet payment.  The Registrant is targeting the
third and fourth quarters to begin pilots with Regional ATM card
networks as regards the ATM card with PIN entry aspect of the
eCashPad.

The Registrant expects the industry of "Bank Eyes Only" Internet
transactions to develop substantially by the fourth quarter and
anticipates numerous "Bank Eyes Only" product devices to be
introduced by various companies.  It is the intention of the
Registrant to provide support services for such hardware devices
and to gain a service fee from the processing of "Bank Eyes Only"
transactions.  The Registrant encourages the introduction of
different types of "Bank Eyes Only" devices.

The Registrant anticipates a strong effort by competitors to
seize the "Bank Eyes Only"  space on an Internet merchant site
but points out that all competitors will need to co operatively
work together as regards web merchant signups. The Registrant
anticipates a co-operative competition environment with
competitors as regards the establishment of respected PERFECT
payment solutions at a merchants web site as no merchant will
exclusively offer only one solution.

In summary, the Registrant intends to build host systems in such
countries as the Dominican Republic, China , Australia and
Ireland, plus numerous other countries, whereby the Registrant's
host system is driving many different types of hardware devices
as developed by many companies to meet the demand of the PERFECT
industry.  The Registrant will generate a fee per transaction
from the driving of each hardware device  which is sending in
PERFECT ATM card and PIN entry, credit card and smart
cardpayments.

The Registrant intends to monitor the performance  of the Top
Sports walk-in locations in the Dominican Republic in 2001 to
determine if revenues do not justify expenditures.  The
Registrant has removed itself from the Internet casino business
other than to provide support transactions services.

Acquisitions by Registrant.

(a)  Rogel Technologies.

According to an agreement dated May 6, 1999, the Registrant
acquired all of the assets of Rogel Technologies, a sole
proprietorship.  These assets consisted of the following:

Proposed  secure e-mail service

Perfect Merchant Response Software (MRS)

Global Market Place Mall (GMM) (the GMM includes these products:
GMM Classified Adds, GMM Web hosting services, eTrusts, eHomebuy,
eDine, eTheater, Portable Website Software, PCA Compression
Software, and Virtual Card Game Software)

The consulting services of Rogel Patawaran for the purpose of
creating and writing new software products for the Registrant.

The Registrant agreed to make the following payments under this
agreement:

2,750,000 free trading shares

2,500,000 restricted shares of common stock

Options to purchase 500,000 shares of common stock at an exercise
price of $0.50 per share, which options expire on June 30, 2000

Options to purchase 500,000 shares of common stock at an exercise
price of $1.00, which options expire on June 30, 2001

Options to purchase 250,000 shares of common stock at an exercise
price $2.00 per share, which options expire on June 30, 2002

$200,000 per year management fee payable from the gross revenues
of  RT

12.5% of the remaining  net profits of  Rogel Technologies as an
administration fee

A total of 2,500,000 restricted shares of common stock and
2,500,000 free trading shares of common stock have been issued
date under this agreement (no options as set forth in the
agreement have been issued to date).

Under an agreement dated October 23, 1999, the Registrant agreed
to pay Rogel Technologies an additional $168,000 for services
related to MRS software and the SafeTPay system server, and to
provide additional consulting services for an hourly fee.  Under
an agreement dated November 23, 1999, the parties agreed that in
consideration of said sum the MRS and SafeTPay software will
remain under the ownership and full control of Rogel
Technologies; however, the Registrant would have the right to
utilize this software and provide instruction in its use.

Based on the main focus of this agreement being the consulting
services of Mr. Patawaran in research and development activities
of the Registrant, the shares issued under this agreement are
being accounted for as research and development costs in the
financial statements of the Registrant.  The Registrant has not
as yet made any determination regarding further development of
the other items set forth in the agreement.

(b)  Isla Escondida, S.A.

La Empressa Ranco Plasticos Limitada, a Costa Rica corporation
("Holder"), was the owner of record of 58.33% of the issued and
outstanding stock of Isla Escondida, S.A., a Costa Rica
Corporation ("IE") ("Stock").  Pursuant to an agreement between
Holder, Jamie Ligator and Michael Lanes, one-half (1/2) of the
Stock was actually being held in the name of Holder for the
benefit of Lanes and the other one-half (1/2) of the Stock was
actually being held in the name of Holder for the benefit of
Ligator.  Effective on August 31, 1999, the Registrant purchased
the Stock under a Stock Exchange Agreement.

Under this agreement the Registrant paid the following
amounts for the Stock: 7,000,000 shares of free trading common
stock of the Registrant, to be deposited into an escrow account.
These share were all released by December 31, 1999 under the
provisions of an accompanying escrow agreement.  Subsequent to
this agreement, the Registrant acquired, for 5,000,000 free
trading shares, the remaining 41.67% of the stock of IE directly
from the shareholders of that company in a stock swap (an
additional 5,200,000 restricted shares of common stock previously
issued in connection with this transaction are still in need of
cancellation).  In addition to the above amounts paid, the
Registrant paid an additional 1,510,000 shares of free trading
common stock in connection with closing this transaction.

During 2000, the Registrant cancelled 10,500,000 shares of
the Registrant's common stock related to this acquisition in
fiscal year 1999.  The Registrant renegotiated the terms of this
acquisition primarily due to lack of performance of the assets
purchased.

This asset has generated no revenues for the Registrant since its
acquisition.  Due to various problems with the operation in Costa
Rica, the website was closed shortly after the acquisition by the
Registrant and no revenues or profits were realized from this
operation.  As a result, this entire investment was completely
written-off as of December 31, 2000.

(c)  TheArtAuction.com

Effective on September 9, 1999, the Registrant acquired the
website known as "theArtAuction.com" from PowerClick, Inc., a
Nevada corporation, through an Agreement and Plan of Acquisition
Agreement.  Under this agreement, Registrant paid the following:
(a) 1,000,000 shares of free trading common stock of the
Registrant; and (b) 1,000,000 shares of restricted common stock
of the Registrant.  In addition, the Registrant paid an
additional 165,000 shares of restricted common stock in
connection with closing this transaction.

Although this website did briefly generate revenues in September
1999 totaling approximately $40,000, the website was closed down
in November 1999 for reconstruction and has not as yet reopened.
The Registrant has been upgrading theArtAuction.com into
artaste.com, which began operations in the fourth quarter of
2000.  However, the value of this asset has been written-off as
of December 31, 2000.

(d)  Top Sports S.A.

(1)  Initial Purchase Agreements.

By a Contract of Partnership dated November 20, 1999, the
Registrant acquired a 50% interest in Top Sports S.A., a
Dominican Republic corporation.  The Registrant has also entered
into a Business Cooperation Agreement with Top Sports S.A., dated
December 9, 1999, to carry forward the terms of the partnership
between the two companies under local Dominican Republic law.
Top Sports operates various sports book betting establishments in
the Dominican Republic, where casino and related types of gaming
are legal.

Under these agreements, the Registrant is to be the beneficiary
of 50% of all the assets, benefits and gains, and shall share in
50% of all the liabilities, losses or obligations.  The
Registrant paid the following:

U.S. $35,000; and

1,000,000 of restricted common stock of the Registrant.

The Registrant also agreed to issue warrants to purchase
2,000,000 shares of common stock of the Registrant, exercisable
during the 12 months following the execution hereof for the fixed
price of $0.30 per share (subsequently adjusted to $0.40 per
share).  These warrants were issued in 1999; Mr. Egan exercised
500,000 of these warrants in 2000 (the remained expired prior to
the end of 2000).

(2)  Subsequent Purchase Agreement.

On January 1, 2000, the Registrant entered into a Shares Sale
Contract to acquire the remaining approximately 50% interest of
Top Sports from Paul Egan. Under the terms of the agreement, the
Registrant is to pay Mr. Egan:

1,000,000 unrestricted free-trading shares of the Registrant;

1,000,000 restricted shares of the Registrant; and

1,000,000 warrants at a fixed price of $1.00 per share.

By subsequent oral agreement of the parties, the above agreements
were amended as follows:

The compensation under the agreements for the purchase of the
initial 50% of Top Sports was increased by 1,000,000 free trading
shares of the Registrant's common stock;

The compensation under the agreement for the purchase of the
remaining 99.94% of Top Sports was increased by 1,000,000
restricted shares of the Registrant's common stock; and

The 200,000 shares paid under the Funding Agreement, as set forth
below, was credited to the 1,000,000 free trading shares now due
under the first agreements.

In addition, during fiscal year 2000 the Registrant cancelled
1,000,000 shares of its common stock related to the fiscal year
1999 acquisition of Top Sports.  The cancellation was a result of
the renegotiated terms of the acquisition agreement which called
for the cancellation of the original shares issued in 1999 and
for the issuance of additional shares as discussed above.

Effective on April 1, 2000; the Registrant acquired 4,994
shares of the remaining 5,000 capital shares outstanding.  Of the
10,000 shares outstanding, the Registrant owns 9,994 shares
(Dominican Republic Law, where Top Sports, S.A. is incorporated,
requires that there be seven stockholders in a Registrant).

(3)  Consultancy Agreement.

Under a consultancy agreement, dated January 1, 2000, the
Registrant agreed to retain Mr. Egan as a consultant for Top
Sports to run the day to day operations of this firm and perform
other tasks.  Under this agreement, Mr. Egan was to be paid the
following (none of which was issued):

1,800,000 free trading S-8 shares of the Registrant;

2,000,000 restricted class 144 shares of the Registrant;

A warrant for the purchase of 1,500,000 shares of the Registrant,
exercisable at $0.40 per share; and

A warrant for the purchase of 1,000,000 shares of the Registrant,
exercisable at $1.00 per share.

(4)  Funding Agreement.

In order to help fund the operation of Top Sports, S.A., this
firm and the Registrant entered into an agreement dated December
16, 1999, whereby the Registrant is to provide that firm with
100,000 free trading shares of the Registrant per month beginning
January 2000 and ending December 2000 (to date the Registrant has
issued a total of 200,000 shares in this regard).  It was the
intent that Top Sports would sell these shares in the marketplace
and will use the resulting proceeds to fund the continued
expansion plans of this companuy.

(5)  July 20, 2000 Agreement.

Under an Agreement dated July 20, 2000 (with an effective date of
April 1, 2000), the Registrant and Top Sports agreed that all
prior compensation paid under the acquisition agreements shall
remain with Mr. Egan, but that no further compensation is to be
paid under any agreements.  Therefore, no compensation was dur
under the January 1, 2000 Consultancy Agreement or the Funding
Agreement.

The parties also agreement, among other things, to the following:

The Registrant is to establish "eConnect Caribbean, S.A." as a
Dominican Republic subsidiary.

Mr. Egan is to be employed as the President of eConnect
Caribbean, S.A. for a term of three years.

Mr. Egan is to receive 25% of the common stock of eConnect
Caribbean, S.A.

Mr. Egan agrees to resign from the Board of Directors, or other
similar governing body, of Top Sports.

In January 2001, the Registrant issued a total of 3,000,000
restricted shares of common stock to satisfy the total obligation
of restricted shares under the acquisition agreements.
Therefore, as of the present Mr. Egan is owed the following with
respect to these agreements: (a) 1,800,000 free trading shares;
and (b) the issuance of a warrant for the purchase of 1,000,000
shares of common stock at $1.00 per share.

(f)  PowerClick, Inc.

On February 9, 2000, the Registrant acquired 50% of the
outstanding capital stock of PowerClick, Inc., a Nevada
corporation, in consideration of $1,200,000 cash and 8,000,000
shares of the Registrant's common stock valued at $1,300,000 for
an aggregate 50% investment of $2,500,000, which is principally
comprised of goodwill.  PowerClick, Inc. owns and operates a
website that provides a wide range of products and services to
the public, and is intended to be used as a vehicle to promote
the use of the "Bank Eyes Only" system.

On October 21, 2000, the Registrant and PowerClick agreed to a
settlement of the actions between the parties and a mutual
release (which is in the process of being implemented), as
follows: The Registrant purchased an additional 30% of PowerClick
(giving a total ownership to the Registrant of 80%) in exchange for:

conversion of the 6,000,000 restricted shares of Registrant's
common stock currently held by PowerClick into freely trading
shares of the Registrant;

the issuance to PowerClick of warrants for the purchase of
4,000,000 shares of freely trading common stock of the Registrant
(exercisable at $1.00 per share until October 21, 2003;

capping the cash portion of the original acquisition as $750,000;
and

decreasing the value of the transaction to $2,050,000.

As of December 31, 2000, the remaining 30% of PowerClick shares
due to the Registrant had not yet been transferred to the
Registrant.  As of that date, all of the goodwill associated the
Registrant's interest in PowerClick has been written off.

(g)  National Data Funding Corporation.

On May 22, 2000, the Registrant entered into a non-binding letter
of intent with National Data Funding Corporation to acquire 100%
of this Registrant's common stock and later spin it off in a
publicly trading company and retaining a 25% ownership.  National
Data Funding Corporation is a company that will provide eCashPad
distribution, encryption, and maintenance.  National Data Funding
Corporation will also provide full merchant processing for all
credit and debit cards in support of eFunds-United States.

In connection with the letter of intent, the Registrant has
deposited (non-refundable) $250,000.  The letter of intent
requires the Registrant to pay the stockholders of National Data
Funding Corporation $10,000,000 and 10,000,000 restricted shares
of the Registrant's common stock in exchange for 100% ownership,
and contribute to National Data Funding Corporation $1,000,000
and 1,000,000 shares of the Registrant's common stock for working
capital.  The Letter of Intent, dated June 2, 2000, originally
expired on September 1, 2000 but was extended by oral agreement
of the parties to a closing date of October 31, 2000.

On October 29, 2000, the Registrant entered into an
Agreement for Sale and Plan of Reorganization ("NDFC Agreement")
requiring the Registrant to pay the stockholders of NDFC
$10,000,000, 10,000,000 shares of the Registrant's common stock
in exchange for 50% ownership, and contribute to NDFC $1,000,000
and 1,000,000 shares of the Registrant's common stock for working
capital.  Pursuant to the NDFC Agreement, the Registrant is
required to make a bona fide and good faith effort to spin off
NDFC as a publicly traded company in which the Registrant will
retain approximately a 28% ownership.  The Registrant was
required to complete the terms of the NDFC Agreement on October
31, 2000 ("Closing Date").  The Registrant did not complete the
NDFC Agreement on the Closing Date.  Certain provisions within
the NDFC Agreement provided for an extension through January 2,
2001, however the Registrant did not complete the terms of the
NDFC Agreement within the extension date.  The Registrant plans
to continue its negotiation for the acquisition of NDFC.

Other Material Contracts.

(a)  First Entertainment Holding Corp.

On April 29, 1999, the Registrant entered into a Joint Venture
Agreement with First Entertainment Holding Corp. for the purpose
of using the allowing customers to use their ATM cards to make
purchases from a number of websites owned by that firm at
www.firstentertainment.com.  These companies originally intended
to move forward with this project once the eCashPad is available
for distribution; however, it now appears that this company is no
longer in operation.

(b)  International Investor Relations Group.

The Registrant entered into a Consulting Agreement with
International Investor Relations Group, Inc. ("IRG"), dated
September 24, 1999.  Under the terms of this agreement, this firm
provided certain services for the Registrant, as follows: (a) 10
road shows; (b) 1 Media Placement in Stock/Card deck reaching
250,000 plus investors; (c) 2 News releases, includes broadcast fax
to all interested parties; (d) one research report 6-8 page full
color; and (e) a broker card -  2 sided, full color.

Under this agreement, the Registrant paid the following amounts
for the services of IRG:

$85,000.00

167,000 free trading shares based on a .21 cent per share price

300,000 purchase warrants, as follows: 100,000 $0.50 cents per
share, 100,000 at $0.75 cents per share, and 100,000 at $1.00 per
share.  These have a 2-year expiration date from the original
date of signing the agreement.

(c)  Kanakaris Communications.

On October 21, 1999, the Registrant entered into an
agreement with Kanakaris Communications for the purpose of
developing Internet Cash Programming ("ICP"), a service to be
offered by Kanakaris and the Registrant which will enable the
consumer to purchase internet video streaming programming by
Same-as-Cash (ATM card and PIN), or by Enhanced Credit Card (the
payment by credit card that is read by the ePIN or like devices).
Under this agreement, Kanakaris Communications will provide the
delivery to the internet consumer of video streaming programming
from either Kanakaris Communications own inventory base or shall
act as a distributor of video streaming programming from other
entertainment providers.

Under the terms of this agreement, ICP will be established
as a separate Nevada corporation and will authorize 1,000,000
shares of stock; Kanakaris Communications will  receive 400,000
shares of stock and eConnect shall receive 400,000 shares of
stock, and 200,000 shares of stock shall remain in the ICP
treasury.  Kanakaris Communications will retain the managing
control of ICP and shall appoint officers to manage ICP.  All
profits of ICP shall be equally split between eConnect and
Kanakaris Communications.

The Registrant will receive exclusive global rights to drive
or process all originating ICP transactions whether transacted by
an ePIN or by a competitive hardware devices that are effecting
either a Same-as-Cash or Enhanced Credit Card programming
purchase.  In addition, the Registrant will charge ICP a flat fee
per ICP processed transaction.  Further development of this
project is awaiting the delivery of the eCashPad, as previously
discussed.  The Registrant paid a total of 3,000,000 shares of
free trading common stock for the research and development to be
done under this agreement.  To date, the ICP has not been
implemented.

(d)  REAL Solutions.

The Registrant has entered into a letter of intent with Real
Solutions, Ltd. on March 9, 2000 to provide the IBM hardware
support in connection with the eFunds agreements.  On April 13,
2000, the Registrant entered into a formal Master Services
Agreement with Real Solutions in connection with this matter.
Under this agreement, the Registrant will pay Real Solutions
based on a Statement of Work to be developed between the parties.

(e)  Peters Entertainment.com, Inc.

On April 14, 2000, the Registrant entered into an agreement with
Peters Entertainment.com, Inc., an independent motion picture
production affiliate of Time Warner Inc.  Under this agreement,
there will be a 50/50 revenue-sharing arrangement to develop an
on-line media portal that would combine a consumer entertainment
environment with e-services designed to meet the needs of
production studios.  The Registrant will be acting as a
consultant to Peters Entertainment under this agreement.  To
date, there has been no revenue generated under this agreement.

(f)  Broadband Video, Inc.

On October 4, 2000, the Registrant entered into an agreement
with Broadband Video, Inc. for that firm to sell all of its
assets to the Registrant.  These assets consist of all right,
title and interest of Broadband Video in and to Zoom-TV software
technology.  The consideration for this purchase is 10,000,000
restricted shares of common stock of the Registrant and a warrant
to purchase 3,000,000 shares of Registrant common stock for $1.00
per share, from the date of the agreement until 5:00 p.m.
December 31, 2001.  The parties are currently conducting a due
diligence review, and the completion of which and the transaction
is anticipated to close in the second quarter of 2001.  If the
consideration has been paid, then Broadband Video will deliver
the source code for the Zoom-TV technology to the Registrant.

Zoom Technology will offer the Registrant the ability to deliver
downloaded film content on a web cast basis to thousands of
viewers watching the same pre-theatrical viewing window at the
same time across the country.  Additionally, this technology will
expand the picture to full size on the monitor screen.  The
eCashPad can send ATM card with PIN cash payments directly to the
film producer with no middleman.  This will be a fee per
transaction of the eCashPad and may open up the film industry to
a whole new economic window that will precede the theatrical release.

Contracts Made in the Ordinary Course of Business.

(a)  Sunset Marketing Group.

On November 15, 2000, the Registrant entered into an agreement
under which Sunset Marketing Group will market the Registrant's
eCashPad to the insurance, mortgage and other financial
industries.  Sunset has agreed to provide to the Registrant ten
"Bank Eyes Only" web merchants each month, following the first
three months of the contract.  Sunset Mortgage LP, parent company
of Sunset Marketing, becomes the Registrant's first mortgage-
industry merchant.  Sunset Marketing also expects to announce one
insurance and one financial-industry "Bank Eyes Only" merchant
within the second quarter of 2001.

(b)  SBN.com, Inc.

On December 7, 2000, the Registrant entered into two agreements
with SBN.COM, a market affliate-independent contractor agreement
and a charter industry company agreement.  SBN's online yellow
pages, one of the world's largest, contains 1.5 million pages and
more than 75 million business listings worldwide.  Within the US,
this includes the listings of every phone book in every area code
in all 50 states, every business-to-business listing, and the
entire database for toll-free numbers, as well as every Yellow
Pages protocol worldwide.  Published in both English and Spanish,
the online yellow pages are accessible from the websites of
several hundred internet service providers and other Internet
hosts accounting for in excess of 3 million subscribers, and at
more than 850 affiliate e-commerce sites.

These agreement will allow for the marketing of the
Registrant's "Bank Eyes Only" as a secure online payment system
to existing and future clients.  These agreements also call for
SBN.COM's online yellow pages to be directly accessible from the
Registrant's website, via the Walking Fingers MouseT icon.  Under
the agreements, the Registrant and SBN.COM will share revenues
from banner advertising by listees at www.eConnectholdings.com,
as well as online yellow pages advertising sold directly by the
Registrant.  The Registrant will also share revenues resulting
from new listees who sign up via the Registrant's website.
Online yellow pages listees who wish to accept these "Bank Eyes
Only" payments will require proprietary software; once equipped,
however, these merchants will still be able to make non-"Bank
Eyes Only" transactions with customers who do not yet own an eCashPad.

TransCast International, Inc.

On January 8, 2001, the Registrant entered into a definitive
agreement for a strategic partnership TransCast International,
Inc., a San Jose, California TV-based provider of co-branded
portals and Internet access services.  TransCast is presently
working to integrate its t-commerce portal into analog
televisions for a truly interactive television experience,
including web surfing, t-commerce, chat, and e-mail.  TransCast
and the Registrant will work together to integrate the
Registrant's eCashPad capabilities with the TransCast TV portal service.

Under the terms of its strategic partnership with the
Registrant, TransCast will (i) display the Registrant payment
symbol and offer eCashPad transactions on the first page of the
TransCast t-commerce portal at
(http://content.transcast.net:8090/XCST/sportal/index.html );
(ii) work with the Registrant to enable the eCashPad to work in
conjunction with both TransCast's set-top boxes and inside-TV
interactive television configurations, and (iii) introduce the
Registrant's eCashPad technology for evaluation as a potential
bundled or integrated peripheral with the TransCast service.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Registrant owns approximately $400,000 of miscellaneous
office furniture and equipment, including computers.  In San
Pedro, the Registrant leases a total of 8,777 square feet of
office space, with leases expiring on various dates between
September 30, 2001 and April 30, 2003.  In the Dominican
Republic, the Registrant leases 9,000 square feet of office space
on a lease expiring in August 2005.  The lease agreements call
for an annual base rent of approximately $146,000 with a variable
escalation rate.  As of December 31, 2000, total rent expense for
the leased facility approximated $95,000.

ITEM 3.  LEGAL PROCEEDINGS.

Other than as stated below, the Registrant is not a party to any
material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been
threatened:

Securities and Exchange Commission Action (March 12, 1999).

On March 12, 1999, the Securities and Exchange Commission
("SEC") filed a complaint alleging the Registrant had failed to
make available to the investing public current and accurate
information about its financial condition and results of
operations through the filing of periodic reports as required by
the Securities Exchange Act of 1934 (specifically, the Form 10-
KSB for the 1997 and 1998 fiscal years, the Form 10QSB for each
of the first three quarters of fiscal 1998, and the corresponding
Notifications of Late Filings (Form 12b-25)).  The SEC sought in
this action to compel the Registrant to file delinquent reports
and enjoin the Registrant from further violations of the
reporting requirements.  The Registrant consented to the entry of
a final judgment granting the relief sought by the SEC.

Although this action has been concluded, since the permanent
injunction was entered the Registrant has been late with the
following reports:

(a)  Form 10QSB for the quarter ended February 28, 1999 (due
by April 29, 1999 because of the filing of a Form 12b-25) - filed
with the SEC on May 28, 1999.

(b)  Form 10QSB for the quarter ended June 30, 1999 (due by
August 14, 1999) - filed with the SEC on August 23, 1999 (due to
an error in the CIK code for the Registrant entered on the EDGAR
electronic filing system).

(c)  Form 10-QSB for the transition period ended December
31, 1998 (due by July 5, 1999) - filed with the SEC on September 3, 1999.

(d)  Form 8-K to reflect a certain acquisition by the
Registrant (due by May 21, 1999) - filed with the SEC on November 15, 1999.

(e)  Form 8-K to reflect two acquisitions by the Registrant
(due by September 15, 1999) - filed with the SEC on November 16, 1999.

(f)  Form 10-KSB for the fiscal year ended December 31, 1999
(due by April 14, 2000) - filed with the SEC on May 9, 2000.

(g)  Form 10-QSB for the quarter ended March 31, 2000 (due
by May 22, 2000).  The Form 10-QSB's for the quarters ended June
30, 2000 and September 30, 2000 were timely filed.

(h)  Form 10-KSB for the fiscal year ended December 31, 2000 (due
by April 16, 2001).

Securities and Exchange Commission Action (March 23, 2000).

In a complaint filed on March 23, 2000 (Securities and Exchange
Commission v. eConnect and Thomas S. Hughes, Civil Action No. CV
00 02959 AHM (C.D. Cal.)), the SEC alleged that since February
28, 2000, the Registrant issued false and misleading press
releases claiming: (1) the Registrant and its joint venture
partner had a unique licensing arrangement with PalmPilot; and
(2) a subsidiary of the Registrant had a strategic alliance with
a brokerage firm concerning a system that would permit cash
transactions over the Internet.  The complaint further alleges
that the press releases, which were disseminated through a wire
service as well as by postings on internet bulletin boards,
caused a dramatic rise in the price of the Registrant's stock
from $1.39 on February 28 to a high of $21.88 on March 9, 2000,
on heavy trading volume.  The SEC suspended trading in the
Registrant's common stock on the Over the Counter Bulletin Board
on March 13 for a period of 10 trading days (trading resumed on
the Pink Sheets LLC on March 27, 2000).  The complaint alleges
that despite the trading suspension and the SEC's related
investigation, the Registrant and Mr. Hughes continued to issue
false and misleading statements concerning the Registrant's
business opportunities.  In addition to the interim relief
granted, the Commission seeks a final judgment against the
Registrant and Mr. Hughes enjoining them from future violations
of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder
(the anti-fraud provisions of that act) and assessing civil
penalties against them.

On March 24, 2000, a temporary restraining order was issued in
the above-entitled action prohibiting the Registrant and Mr.
Hughes, from committing violations of the antifraud provisions of
the federal securities laws.  The Registrant and Mr. Hughes
consented to the temporary restraining order.

On April 6, 2000, without admitting or denying the allegations
contained in said complaint, the Registrant and Mr. Hughes
entered into a settlement by consent that has resulted in the
entry of permanent injunctive relief.  The settlement agreement
with the SEC was accepted and a judgment of permanent injunction
was entered by the Court on April 7, 2000.  The judgment that the
Registrant and Mr. Hughes consented to prohibits the Registrant
and Mr. Hughes from taking any action or making any statement, or
failing to make any statement that would violate Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
The court has yet to determine whether disgorgement, civil
penalties or other relief should be assessed against the
Registrant and/or Mr. Hughes.

Shareholder Class Action Lawsuits.

Einhorn, et al. v. eConnect, Thomas S. Hughes, Jack M. Hall,
Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case No. 00-
02674 MMM (JWJx);

Eckstein, et al. v. eConnect, Inc. , Thomas S. Hughes, Jack M.
Hall, Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case
No. 00-02700 DDP (CWx);

Bernstein, et al. v. eConnect, Inc., et al., Case No. 00-02703
FMC (BQRx);

Colangelo, et al. v. eConnect, Inc., et al., Case No. 00-02743
SVW (SHx);

Baron, et al. v. eConnect, Inc. , Thomas S. Hughes, Jack M. Hall,
Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case No. 00-
02757 WJR (CTx);

Warstler, et al. v. eConnect, Inc. , Thomas S. Hughes, Jack M.
Hall, Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case
No. 00-02758 R (SHx);

Prager, et al. v.  eConnect, Inc. , Thomas S. Hughes, Jack M.
Hall, Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case
No. 00-02759 GHK (RCx);

Weisblum, et al. v. eConnect and Thomas S. Hughes, Case No. 00-
02770 MRP (CTx);

Mazda, et al. v. eConnect, et al., Case No. 00-02776 LGB (Mcx);

Pirraglia, et al. v. eConnect, et al., Case No. 00-02875 SVW
(CWx);

Hershkop and Hershkop, et al. v. eConnect and Thomas S. Hughes,
Case No. 00-03095 MRP (RNRx);

Bacun, et al. v. eConnect, Inc. , Thomas S. Hughes, Jack M. Hall,
Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case No. 00-
03161 FMC (JWJx);

Fine, et al. v. eConnect, Inc. and Thomas Hughes, Case No. 00-
03290 SVW (BQRx);

Smith, et al. v. eConnect, Thomas Hughes, Case No. 00-03301 DT
(Mcx);

Reimer, et al. v. eConnect, Thomas Hughes, Case No. 00-03405 JSL;

Tepper, et al. v. eConnect and Thomas S. Hughes, Case No. 00-
03444 WJR (CTx);

Bury, et al. v. eConnect, Thomas Hughes, Case No. 00-03446 ABC;

Villari, et al. v. eConnect, Thomas Hughes, Case No. 00-03447 LGB
(SHx);

Ringel, et al. v.  eConnect, Inc. , Thomas S. Hughes, Jack M.
Hall, Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case
No. 00-03591 RSWL (RNBx);

Massaro, et al. v. eConnect, Inc., Thomas S. Hughes, Jack M.
Hall, Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case
No. 00-03671 DDP (MANx);

Gardner, et al. v. eConnect, Inc., Thomas S. Hughes, Jack M.
Hall, Dianne Hewitt, Anthony L. Hall, and Kevin J. Lewis, Case
No. 00-03897 MMM (RZx);

Schneyer, et al. v. eConnect, Case No. CV-00-03783 MMM (JWJx);

Ginocchi, et al. v. eConnect, Case No. 00-04003 MMM (JWJx);

Matrisciani, et al. v. eConnect, Case No. 00-04181 MMM (JWJx);

Dutton, et al. v. eConnect, Case No. 00-04505 LGB (Ex);

Shaw, et al. v. eConnect, Case No. 00-04637 LGB (Ex);

Gowrie, et al. v. eConnect, Case No. 00-04686 LGB (Ex);

Belcher, et al. v. eConnect, Case No.00-04792 LGB (Ex);

Lively, et al. v. eConnect, Case No. 00-03112 MMM (JWJx);

Levine, et al. v. eConnect, Case No. 00-03649 MMM (JWJx); and

Berkowitz, et al. v. eConnect, Case No. 00-04152 MMM (JWJx).

The foregoing thirty-one actions were filed on various dates
between March 14, 2000 and early May 2000, inclusive, and are all
pending in the United States District Court for the Central
District of California.  These actions are brought by various
putative classes of the purchasers of the Registrant's common
stock.  The putative classes alleged, none of which have been
certified, range from no earlier than November 18, 1999 through
March 13, 2000.  Plaintiffs in the various actions assert that
the Registrant and Thomas S. Hughes, as well as (in certain of
the actions) Jack M. Hall, Diane Hewitt, Anthony L. Hall, and
Kevin J. Lewis, have violated Section 10(b) of the Exchange Act
(false or misleading statements and omissions which deceived
stock purchasers) and also Section 20(a) of the Exchange Act
(liability as a "controlling person" with respect to a primary
violation of securities laws).  The principal allegations concern
various alleged material misrepresentations and omissions which
supposedly made the Registrant's public statements on and after
November 18, 1999 (and/or on and after November 23, 1999) false
and misleading, thereby artificially inflating the market in and
for the Registrant's common stock.

No class has yet been certified in connection with any of these
actions.  All cases have been combined into one case before the
Honorable Margaret M. Morrow, entitled In Re eConnect, Inc.
Securities Litigation, Master File No. 00-02674 MMM (JWJx).
Negotiations are underway regarding the settlement of these actions.

Additionally, a shareholder of the Registrant named John P.
Maloney, filed an individual action for "securities fraud and
misrepresentation" against the Registrant and Mr. Hughes on May
12, 2000 in small claims court in Torrance, California.  The
Registrant subsequently removed the action to the United States
District Court for the Central District of California, and
requested that it be consolidated with In Re eConnect, Inc.
Securities Litigation.  However, on September 11, 2000, the
Honorable Margaret M. Morrow ruled that Mr. Maloney's action
should be remanded to the state small claims court.
Subsequently, Mr. Maloney's action was settled amicably and dismissed.

The Registrant has reached a settlement in principle with the
plaintiffs, pursuant to which $350,000 was paid to plaintiffs'
counsel.  A warrants component of the settlement is still being
finalized with plaintiffs' counsel.  We anticipate that the
settlement will be negotiated in full by early May 2001, and that
the Court will approve the settlement by or before June 2001.

Quantum Leap Litigation

On September 16, 1999, Quantum Leap Media, Inc. filed a complaint
in United States District Court, Central District of California
against Greg Maxwell (Case No. CZ 00-10279 HM).  This action
alleged claims of fraud, conversio and breach of contract against
Maxwell in connection with Maxwell's alleged misappropriation of
intellectual property owned by plaintiffs.  Subsequently, on
October 20, 2000, Maxwell filed counterclaims against plaintiffs
and their directors, officers and shareholders for breach of
contract and fraud, among other things.  Among the parties named
as a counterclaim defendant was the Registrant, solely on account
of its alleged ownership of common stock of plaintiff PowerClick,
Inc.  Subsequently, Maxwell amended his counterclaims on two
consecutive occasions, before the Registrant had an opportunity
to test the legal sufficiency of Maxwell=s counterclaims by
motion.  Then, on March 6, 2001, the parties reached a binding
settlement, with the Registrant paying nothing to any party.

Short-Swing Trading Complaint.

On September 6, 2000, Richard Morales, a purported
shareholder of the Registrant, filed an action in the United
States District Court for the Southern District of New York
against the Registrant and Mr. Hughes.  This action, Richard
Morales v. eConnect and Thomas Hughes, Case No. 00 CIVIL 6695
(AKH), alleges that short-swing trading of common stock issued by
the Registrant to Mr. Hughes in violation of Section 16(b) of the
Securities Exchange Act of 1934.  On November 29, 2000, the
plaintiff voluntarily dismissed this action.

Employment Agreement - President/Chief Operating Officer.

On March 21, 2000, the Registrant consummated an amended
employment agreement with Steven Pazian for the position of
President and Chief Operating Officer for the Registrant (see
Exhibit 10.41 to this Form 10-KSB).  On April 17, 2000, the
Registrant terminated this individual as President and Chief
Operating Officer of the Registrant.  Based upon the amended
employment agreement, the remaining salary for the term of this
agreement, will be due within 30 days upon the termination of
this individual if terminated for reasons other than good cause.
In addition, through the date of termination, all of the granted
stock options and warrants will vest and be exercisable for their
entire term.  Accordingly, the termination of this individual,
for reasons other than good cause, may potentially expose the
Registrant to incur a liability of approximately $1,260,000 for
the remaining portion of unpaid salary for the first, second,
third, and fourth years of this agreement.  Furthermore, the
termination may have accelerated the vesting of the granted stock
options and warrants consisting of 1,000,000 warrants exercisable
at $1.00 per share, 6,000,000 stock options exercisable at $0.40
per share, and 1,500,000 stock options exercisable at the lowest
average daily trading price of the Registrant's common stock
within the first 90 days of the executive's employment.

On March 21, 2001, Mr. Pazian filed a complaint for breach of
contract and specific performance in the Superior Court of the
State of California, County of Los Angeles seeking $1,260,000 in
cash, as well as one million Registrant warrants (at a basis of
$0.40) and six million vested stock options (at a strike price of
$0.40) (Stephen Pazian v. eConnect, Inc., Case No. BC 247186).
The Registrant's management denies all liability whatsoever to
Mr. Pazian and intends to defend itself in this matter
vigorously.  Management of the Registrant cannot take any
position at this time as to the likely outcome of the matter.

Employment Agreement - Outside Counsel.

On March 22, 2000, the Registrant consummated an amended and
restated employment agreement with Stanley C. Morris, Esq. to act
as outside counsel for the Registrant (see Exhibit 10-42 to this
Form 10-KSB).  On April 14, 2000, the Registrant terminated this
individual and his firm as outside counsel.  Based upon the
amended and restated employment agreement, the remaining
compensation for the term of this agreement will be due
immediately upon the termination of this individual and his firm
as outside counsel if terminated for reasons other than good
cause.  In addition, any common stock and stock warrants granted
through the term of this agreement will be considered due in the
event of termination for reasons other than good cause.
Accordingly, the termination of this individual and his firm, for
reasons other than good cause, may potentially expose the
Registrant to incur a liability of approximately $700,000 for the
remaining portion of unpaid compensation for the first, second
and third years of this agreement.  Furthermore, the termination
may have accelerated the vesting of the granted common stock and
stock warrants consisting of 600,000 common shares and 600,000
warrants exercisable at $1.00 per share.  The Registrant's
management believes that the termination of this individual and
his firm was in good cause and intends to defend itself in this
matter vigorously should litigation be initiated in the future.

Breach of Contract Action.

On September 5, 2000, Geoffrey N. Cornish filed a complaint
Superior Court of the State of California, County of Los Angeles
for breach of an oral contract, money owed, and fraud against the
Registrant, Mr. Hughes and Electronic Transactions &
Technologies, alleging that plaintiff and the Registrant entered
into an oral contract whereby plaintiff was to perform marketing
and product development services for the Registrant (Geoffrey N.
Cornish v. eConnect, Inc., Thomas S. Hughes, and ET&T, Case No.
NC028475).  Plaintiff claims that he is owed $128,589.90 plus
interest by the Registrant.  The Registrant, Mr. Hughes and ET&T
deny all liability whatsoever to plaintiff and will contest this
matter vigorously.  Management of the Registrant cannot take any
position at this time as to the likely outcome of the matter.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of shareholders of the Registrant was
held on October 30, 2000 for the following purposes:

(a)  To elect the following three nominees as Directors of the
Registrant until the next Annual Meeting of shareholders and
until their respective successors shall be elected and qualified:
Thomas S. Hughes, Jack M. Hall, and Laurence B. Donoghue;

(b)  To approve the appointment of L.L. Bradford & Company,
LLC as the Registrant's independent auditors for the new fiscal
year that commenced on January 1, 2000; and

(c)  To approve an increase in the authorized common stock of the
Registrant from 200,000,000 to 300,000,000

The Bylaws of the Registrant require that 25% of the outstanding
shares of the Registrant entitled to vote, represented in person
or by proxy, constitutes a quorum at a meeting of shareholders.
At the Annual Meeting, at which a quorum was present, the number
of votes cast for, against or withheld, as well as the number of
absentions and broker non-votes as to each matter is as follows:

(a)  Election of directors: A total of 70,442,483 shares voted in
favor of each director nominee and a total of 8,900 shares voted
against each director.

(b)  Appointment of accountants: A total of 70,430,476 shares
voted in favor of this action, a total of 8,225 voted against,
and a total of 12,882 abstained from voting.

(c)  Increase in authorized shares: A total of 70,321,493 voted
in favor of this action, a total of 101,908 shares voted against,
and a total of 27,382 abstained from voting.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

The Registrant's common stock is currently traded in the
Over-the-Counter Bulletin Board, under the symbol "ECNC".  On
March 13, 2000, the SEC ordered a ten trading day suspension in
the trading of the Registrant's common stock on the Over the
Counter Bulletin Board.  This trading suspension was taken in
connection with an investigation of the Registrant by the SEC.
The Registrant's common stock resumed trading on March 27, 2000;
however, from that date through October 31, 2000, the
Registrant's common stock traded on the Pink Sheets LLC (symbol
"ECNC") since the Registrant's common stock was delisted on that
date from this exchange due to the trading suspension.

In August, 2000, a market maker, on behalf of the Registrant,
filed with the NASD Stock Market, Inc. an application for the
Registrant's common stock to be relisted on the Over the Counter
Bulletin Board. Together with that application was a packet of
information required by Rule 15c2-11 promulgated under the
Securities and Exchange Act of 1934.  That rule specifies that
certain information and documents must be in the records of a
broker or dealer before such person may publish any quotation for
the Registrant's common stock. The packet sent to the NASD
contains all such information and related documents.

Under NASD Rule 6530, an NASD member (i.e. the market maker) is
permitted to quote a domestic equity security that is not listed
on NASDAQ or a registered national securities exchange in the
United States, by an issuer that is required to file reports
(e.g. quarterly and annual reports on Forms 10Q-SB and 10K-SB,
and periodic reports on Form 8-K) pursuant to Section 13 or 15(d)
of the Act, and if the issuer is current in those reporting
obligations (subject to a thirty calendar day grace period).  The
Registrant met these requirements, and, upon completion of the
application with the NASD, the Registrant's common stock was
accepted for quotation on the Over the Counter Bulletin Board; it
commenced trading on that exchange on November 1, 2000.

The range of closing prices shown below is as reported by these
markets.  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 December 31, 2000

                                                 High      Low

Quarter Ended December 31, 2000                  1.35      0.20
Quarter Ended September 30, 2000                 0.69      0.30
Quarter Ended June 30, 2000                      1.75      0.37
Quarter Ended March 31, 2000 *                  16.50      0.49

*  The common stock did not trade from March 13, 2000 through
March 24, 2000 due to the trading suspension ordered by the
Securities and Exchange Commission

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 1999

                                                 High      Low

Quarter Ended December 31, 1999                  0.40      0.06
Quarter Ended September 30, 1999                 0.41      0.15
Quarter Ended June 30, 1999                      0.83      0.38
Quarter Ended March 31, 1999                     0.81      0.37

Holders of Common Equity.

As of March 31, 2001, the Registrant had approximately 1,000
shareholders of record of its common stock.

Dividend Information.

The Registrant has not declared or paid a cash dividend to
stockholders since it was originally organized.  The Registrant
did pay a 5% stock dividend on September 20, 1999 to shareholders
of record as of close of business on September 14, 1999.  The
Board of Directors presently intends to retain any earnings to
finance Registrant 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 Registrant's
earnings, capital requirements and other factors.

Securities Sold Without Registration.

The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2000:

(a)  On January 10, 2000, the Registrant issued a total 666,667
shares of common stock to satisfy certain accounts payable to the
Registrant in the amount of $550,000.

(b)  On January 11, 2000, the Registrant issued 6,000,000 shares
of common stock to Mr. Hughes in satisfaction of a bonus payable.

(c)  On February 2, 2000, the Registrant issued a total of
1,100,000 shares of common stock for James Clinton or his
nominees based on the stated reason that compliance with a 10%
ownership provision contained in a 1997 license agreement was
required.  Shares issued under this provision of this license
agreement were not issued for consideration.  See "Certain
Relationships and Related Transactions."

(d)  During the period of February 2, 2000 through December 28,
2000, the Registrant issued a total of 19,509,719 shares of
common stock to 43 individuals and firms in exchange for
consulting and other services performed for the Registrant

(e)  During February 2000, the Registrant issued a total 570,000
shares of common stock in connection with employee compensation.

(f)  Between February 2, 2000 and October 3, 2000, the Registrant
sold a total of 3,335,762 shares of common stock to 129
individuals at a price of $0.40 per share, for an aggregate
consideration of $1,330,969; 472,500 of these shares had warrants
attached to them, exercisable at $1.00 per share for the period
of January 1, 2001 through June 30, 2002.  In connection with
these sales, 2,500,000 shares of common stock were issued on
April 4, 2000 to two individuals for finder's fees (included
within the total issuances under paragraph (d)).

(g)  On March 22, 2000, the Registrant issued 6,000,000 of its
common stock for the acquisition of PowerClick, Inc., valued at
$975,000 (2,000,000 additional free trading shares were issued in
connection with this acquisition, for a total value of this
acquisition of $1,300,000).

(h)  During the first quarter of 2000, the Registrant issued
warrants covering a total of 13,430,060 shares of common stock to
12 individuals under various warrant agreements for consulting
services to the Registrant, exercisable at $1.00 per share from
June 30, 2000 through June 30, 2002.

(i)  On April 4, 2000, the Registrant issued a warrant covering
300,000 shares of common stock in connection with a consulting
agreement entered into on that date by the Registrant,
exercisable at $1.00 per share from January 1, 2001 through June
30, 2002.

(j)  On May 24, 2000, the Registrant issued two warrants covering
a total of 500,000 shares of common stock, exercisable at $0.50
through May 24, 2005 under a warrant agreement with GunnAllen
Financial, Inc. in connection with this firm's services in
assisting the Registrant to become relisted on the Over the
Counter Bulletin Board.

(k)  On June 15, 2000, the Registrant sold 3,000,000 shares of
common stock to an individual for $500,000 cash ($0.16 per share).

(l)  On July 11, 2000, the Registrant issued two warrants to two
individuals covering a total of 600,000 shares of common stock,
exercisable at $1.00 per share for the period of January 1, 2001
through June 30, 2002, for consulting services rendered to the Registrant.

(m)  On July 12, 2000, the Registrant granted to an individual an
option to purchase 4,400,000 shares of common stock of the
Registrant, exercisable upon issuance at $1.00 per share through
July 12, 2002 (3,080,000 of the total was granted as payment of
all accured interest under a $500,000 loan made by this
individual to the Registrant; the remaining 1,320,000 were
granted as compensation for consulting services rendered to the Registrant).

(n)  On October 21, 2000, the Registrant issued a warrant
covering the purchase of 4,000,000 shares of common stock to
PowerClick, Inc., exercisable upon issuance at $1.00 per share
through October 21, 2003 (issued in connection with the
settlement of litigation between that firm and the Registrant, as
disclosed in the Form 10-QSB filed on November 14, 2000).

(o)  At various times in the fourth quarter of 2000, the
Registrant issued warrants to Alpha Venture Capital, Inc. for the
purchase common stock totaling 6,571,428 shares, as follows: (i)
a warrant to purchase 2,000,000 shares of common stock,
exercisable upon issuance in connection with the purchase
agreement between the Registrant and this company, dated
December 8, 2000, at a price equal to the lesser of (a) 40% of
the closing bid price of the stock on that date ($0.44), or (b)
40% of the average five day closing bid price as of the effective
date of this registration statement; (ii) a warrant to purchase
1,000,000 shares of common stock on a pro rata basis in
conjunction with draw downs under that agreement, exercisable at
the close bid price at the date of each draw down; and (iii) a
warrant to purchase 3,571,428 shares of common stock, exercisable
at $0.08 per share as calculated under that addendum (dated
October 23, 2000) to a previous stock purchase agreement between
the parties, dated September 28, 1999.

(p)  On November 7, 2000, the Registrant's board of directors
approved an Amended and Restated Stock Incentive Plan (Amendment
No. 3) for the purpose of granting stock options and restricted
stock awards to employees and non-employees of the Registrant.  A
total of 11,200,000 options issued in December 2000 under this plan.

(q)  From August 2, 2000 through December 19, 2000, the
Registrant issued a total of 3,259,454 shares to 40 individuals
and companies as payment of interest under various short-term
loans made to the Registrant.  The Registrant intends to review
the amount of shares paid under each promissory note to insure
that applicable state usury laws were complied with.

(r)  During fiscal 2000, the Registrant issued a total of
2,093,565 shares of common stock upon the exercise of warrants at
$0.40 per share for a total consideration of approximately
$835,000 (approximately $771,000 [1,993,488] of which consisted
of services rendered to the Registrant).

Except as noted in paragraph (g) above, no commissions or fees
were paid in connection with these sales.  All of the these sales
were undertaken pursuant to the limited offering exemption from
registration under the Securities Act of 1933 as provided in
Regulation D as promulgated by the U.S. Securities and Exchange
Commission.  In addition, all the sales were made to the
following class of persons: sophisticated investors; that is,
investor either alone or with their purchaser representative(s)
have such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks
of the prospective investment, or the issuer reasonably believes
immediately prior to making any sale that such purchasers comes
within this description.

Use of Proceeds.

On August 20, 1999, the Registrant filed a Form SB-2 with
the SEC under Rule 415 (self offering) to register an aggregate
amount of 61,000,000 shares of common stock (aggregate offering
price of $11,590,000 under Rule 457(c)).  This offering was used
primarily for consulting services and acquisitions by the
Registrant, and commenced on the effective date of this
registration statement (September 7, 1999).  However, shares of
common stock under this offering were also used for the sale of
shares under a common stock purchase agreement with Alpha Venture
Capital, Inc. (see "Certain Relationships and Related
Transactions") (through a post-effective amendment to this Form
SB-2 filed with the SEC on September 12, 2000 and effective on
September 26, 2000 - File No. 333-79739).

The total amount of shares sold under this offering through
February 12, 2001 is 61,000,000.  Out of the amount sold, the
Registrant issued the following:

(a)  22,183,381 shares in connection with various
acquisitions and consulting services for the Registrant.

(b)  24,906,526 shares in connection with the common stock
purchase agreement with Alpha Venture Capital, Inc. (to date, the
Registrant has sold a total of $7,773,000 in shares under this agreement).

(c)  8,191,882 shares upon the exercise of warrants at $0.40
per share granted for consulting services for the Registrant, for
a total consideration of $3,276,753 (of which $400,000 [1,000,000
shares] consisted of services rendered to the Registrant).

(d)  1,911,586 shares sold at a price of $0.30 per shares,
for a total consideration to the Registrant of $573,475.80.

(e)  1,500,000 shares upon the exercise of warrants granted
to Alpha Venture Capital, Inc. in connection with the common
stock purchase agreement, for a total consideration of $120,000.

(f)  1,250,000 shares upon the exercise of a portion of the
warrants granted to Alpha Venture Capital, Inc. in connection
with the addendum to the common stock purchase agreement, for a
total consideration of $100,000.

(g)  300,000 shares upon the exercise of warrants at prices
ranging from $0.50 to $1.00 granted for consulting services to
the Registrant, for a total consideration of $225,000.

(h)  756,625 shares for the repayment of loans made to the
Registrant totaling $302,650.

The expenses involved with this offering to date have been
approximately $733,000 (which includes an 8% commission payable
on the sales made under the common stock purchase agreement
[totals $617,920).  The net cash proceeds from this offering
(gross proceeds of $12,068,228 less offering expenses) of
approximately $11,335,228 have been used for working capital for
the Registrant.

ITEM 6.  PLAN OF OPERATION.

Twelve Month Plan of Operation.

The Registrant has completed all development but has not fully
implemented the eCashPad consumer and bank network support
services.  In anticipation of this implementation, the Registrant
is currently offering the eCashPad for sale at $59.95.  The
Registrant initially ordered 1,200 eCashPads to be produced and
which have been delivered to the Registrant to effect "Bank Eyes
Only" transactions.

"Bank Eyes Only" refers to a direct Internet connection between
the consumer's terminal and the Registrants bank card
authorization system by which the consumer will order an item
from an Internet merchant, but the credit card data or ATM data
will go directly to the Registrant's server and then to the bank,
bypassing the merchant.  Thus, this service will enable customers
to pay for Internet purchases, bill payments and other types of
transactions from home by physically swiping either credit cards
or ATM cards with PIN entry. These "Bank Eyes Only" transactions
can be processed over the Internet without the cardholder account
information being stored at the merchant's web site, nor does the
merchant have ready access to the consumer's bank card
information.  The Registrant believes that "Bank Eyes Only"
transaction processing system will effectively address Internet
consumers' concerns regarding personal and financial information security.

The Registrant is now developing an interface between the
eCashPad and the host processor that will enable a quick and easy
install by web merchants of the "Bank Eyes Only" solution. This
install connects the home consumers eCashPad with the web
merchant and enables the eCashPad to effect either credit card or
ATM card with PIN or chip card payments.

The Registrant plans to publish the "Bank Eyes Only" web merchant
install download documentation during the next quarter and is
confident that based on present web merchant responses to adding
on the alternative payment solution of "Bank Eyes Only", that
substantial numbers of web merchants will be accessible to
payment by an eCashPad.

The Registrant plans to distribute a substantial number of
promotional eCashPads during the second, third and fourth
quarters.  The Registrant has reasonable expectations that the
average eCashPad will transact 2 monthly transactions per 1,000
"Bank Eyes Only" web merchant base. Presently, the eCashPad
effects credit card transactions only.  By mid 2001, the
Registrant is confident that ATM card with PIN regional pilots
with the eCashPad will begin which will enable the Registrant to
offer instant electronic cash payments by on debit POS to the web
merchants.

The Registrant also has reason to believe that a substantial
number of additional web merchants will become accessible to the
service of ATM card with PIN immediate payments.  Industries such
as Mortgage, Insurance, Telecommunications, Collections, Charity,
Entertainment, Finance and others will begin to place upward
pressure on their client base to pay by ATM card with PIN entry
cash transactions. This will add more "Bank Eyes Only" accessible
web merchants and will increase the monthly usage of the eCashPad.

Registration of "Bank Eyes Only" web merchants will be pursued by
a team specialists to be hired who understand their specific
industry such as phone or cable or collections and who will fully
develop the pertinent "Bank Eyes Only" applications for that
industry and who will develop strategic alliances within their
specific industry. In addition, the Registrant has structured a
networking approach for mass market consumer participation in
finding "Bank Eyes Only" merchants along with sales teams to sign
on local web merchants.

Using a revenue sharing plan from the flat fee, the Registrant
will incentivize private labels of eCashPads with expected
advertising and marketing of these private label eCashPads by the
vendors to their consumer base.  The Registrant is projecting an
average transaction revenue of 50 cents per usage which is
charged to the web merchant.

The Registrant has entered into an agreement with National Data
Funding Corporation in April 2000 to provide eCashPad
distribution, encryption, and maintenance, and to collect
merchant fees generated by eCashPad usage.  National Data Funding
Corporation will have the responsibility for collecting these
fees by debiting the merchant's checking account.

The Registrant is presently selling the eCashPad for $59.95 and
expects to substantially lower the price by the third quarter.
The Registrant estimates a web merchant base of 10,000 merchants
to be developed over the next three quarters with a minimum
universe of 50,000 eCashPads generating 20 monthly transactions
per month.

The Registrant also plans to activate the EzyShop service in the
third quarter in which the eCashPad will be placed in public walk
in locations such as national chains of high traffic coffee
shops.  Working with a strategic partner who will provide the
monitor and PC to enable Internet access, the Registrant is
confident that consumers will use the eCashPad to shop at "Bank
Eyes Only" web merchant sites.

It is the plan of the Registrant to establish a full service host
center by the third quarter that certifies and processes other
types of competitive hardware.  The Registrant will generate fees
from these hardware vendors to process incoming transactions, and
the Registrant will generate fees from web merchants when the
eCashPad is used by a consumer to effect a "Bank Eyes Only" transaction.

Additionally, the Registrant will generate additional revenues
with the full service host processing local ATM machines, behind
the counter terminals and other conventional services that are
not eCashPad originated.

Outside of the United States, the Registrant intends to develop
full service host centers and business model that emulates the
United States business model.  The Registrant has established the
first full service capable host center, eConnect Caribbean, in
the Dominican Republic.

eConnect Caribbean has contracted with Banco Nacional de Credito
to launch the usage of the eCashPad in the Dominican Republic.
eCashPad orders from Banco Nacional de Credito are projected at
30,000 units over the next quarter.

It is the intention of the Registrant to establish the following
full service Registrant host centers, eConnect Ireland, eConnect
China, eConnect Australia, eConnect Mexico and eConnect Brazil.
Using the Internet as the medium, these full service centers will
enable consumers using an eCashPad to effect country to country
"Bank Eyes Only" transactions.  The Registrant envisions the
usage of the eCashPad to effect Internet cash wagers by either
ATM card with PIN or by chip card payments.

Global Internet Cash Games will be a service of the Registrant
which will provide support services for Internet companies
offering games of skill and games of chance whereby players are
using their eCashPad with ATM card and PIN entry to effect on
line cash transactions.  One projected gaming service will be the
the "International", which will be a four country real time "Bank
Eyes Only" with ATM card and PIN entry game between the countries
of the Dominican Republic, Ireland, Australia, and China, whereby
consumers within those countries will be able to use the eCashPad
to effect same day gaming with ATM card and PIN entry.

In February 2000, the Registrant consummated an acquisition
agreement with PowerClick, Inc., a Nevada corporation, whereby
the Registrant acquired 50% of the outstanding capital stock of
this company.  PowerClick, Inc. owns and operates a website that
provides a wide range of products and services to the public, and
is intended to be used as a vehicle to promote the use of the
"Bank Eyes Only" system.

The Registrant expects 80% control of Powerclick by the end of
May 2001.  Powerclick, a business unit of eConnect, expects to
generate revenues from the business model of Lotto.Powerclick.com
and has over 150,000 registered members that eConnect can contact
for both eCashPad sales and web merchant installs.

Revenues are generated from advertising and sponsorship.
Additional revenues will be generated from incoming new games
whereby the consumer plays for gifts and prizes and pays to enter
select gaming areas.  These 2001 revenues are expected to be
reported in the next 10-QSB filing of the Registrant.

Artaste.com, a second business unit of the Registrant, has taken
the first quarter to develop the site and in the second quarter
will begin to offer special one day auctions with respected
artists selling their works.  In the Gallery, juried exhibitions
of nationally recognized artists who bring their own following
will begin.  Special exhibits from collectors will also be
presented.  This is expected to begin in the second quarter of 2001.

To this date, artaste.com has served as a vehicle to offer the
eCashPad for sale and to generate a growing list of registered
members that can be contacted for both eCashPad sales and the
install of "Bank Eyes Only" at their web site.

It is the plan of the Registrant to use 10% discounts for
purchases from artaste.com as an incentive for consumers to buy
an eCashPad.  The Registrant is confident that revenues will be
steadily generated by artaste.com in second quarter.

Risk Factors in Connection with Plan of Operation.

An investment in the Registrant is subject to a number of
risks.  Among these risks are the following:

(a)  Development Stage of Products.

The Registrant is currently selling the eCashPad, but has
received limited revenues from operations.  The Registrant's
PocketPay will require significant additional investment in
research and development and will require substantial additional
resources.  The eCashPad has met all necessary regulatory
approvals (Federal Communicatons Commission and Underwriters
Laboratories) and is now ready for mass market consumer sales.
The Registrant is confident that, based on the approvals of the
eCashPad, that the new product line such as the PocketPay will
also meet similar approvals for market usage.

There can be no assurance that the Registrant will generate
significant revenues in the future; and there can be no assurance
that the Registrant will operate at a profitable level.  If the
Registrant is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Registrant's
business will not succeed.  In such event, investors in the
shares may lose their entire cash investment.  Also the
Registrant and its management do not have significant experience
in the internet business, and in particular the on-line gaming business.

As a result of the fixed nature of many of the
Registrant's expenses, the Registrant may be unable to adjust
spending in a timely manner to compensate for any unexpected
delays in the development and marketing of the Registrant's
products or any capital raising or revenue shortfall.  Any such
delays or shortfalls will have an immediate adverse impact on the
Registrant's business, operations and financial condition.

(b)  No Positive Revenues, History of Operating Loss and
Accumulated Deficit.

The Registrant has had no positive revenue to date.
Although the Registrant has been involved with e-commerce since
1999, it has been primarily engaged in research and development.
The Registrant has incurred significant losses from operations:
Net loss from operations of $19,068,529 for the fiscal year ended
December 31, 1999 and $107,809,363 for the fiscal year ended
December 31, 2000.  At December 31, 2000, the Registrant had an
accumulated deficit of $145,126,417 (the majority of which
resulted from stock issued for services).  The future growth and
profitability of the Registrant will be principally dependent
upon its ability to successfully complete development and testing
of, obtain regulatory approvals for, and market or license its
primary products.  Accordingly, the Registrant's prospects must
be considered in light of the risks, expenses and difficulties
frequently encountered in connection with the establishment of a
new business in a highly competitive industry, characterized by
new product introductions.

The Registrant anticipates that it will incur substantial
operating expenses in connection with the research, development,
testing and approval of its proposed products and expects these
expenses to result in continuing and significant losses until
such time as the Registrant is able to achieve adequate revenue
levels.  There can be no assurance that the Registrant will be
able to significantly increase revenues or achieve profitable
operations.  Failure to obtain additional capital, if needed,
would have a material adverse effect on the Registrant's operations.

(c)  Additional Financing Will Be Required.

The Registrant will be required to raise significant equity
capital to fund its plan of operation; this is estimated to be
$20,000,000 over the next 12 months. Currently, the Registrant is
meeting its funding requirements through financing provided by
Alpha Venture Capital, Inc. through a common stock purchase
agreement between the Registrant and this firm, dated December 8,
2000, in the commitment amount of $15,000,000.  In addition, the
Registrant has been meeting its funding requirements through
financing provided by Alliance Equities under a $7,000,000 line
of credit.  However, there is no guarantee that these funding
sources will continue to be available in the future.

The current funds available to the Registrant, and any revenue
generated by operations, will not be adequate for it to be
competitive in the areas in which it intends to operate, and may
not be adequate for the Registrant to survive. Therefore, the
Registrant will need to raise additional funds in order to fully
implement its business plan. The Registrant's continued
operations therefore will depend upon its ability to raise
additional funds through bank borrowings, equity or debt
financing. There is no assurance that the Registrant will be able
to obtain additional funding when needed, or that such funding,
if available, can be obtained on terms acceptable to the
Registrant.  If the Registrant cannot obtain needed funds, it may
be forced to curtail or cease its activities. If additional
shares were issued to obtain financing, current shareholders may
suffer a dilution on their percentage of stock ownership in the
Registrant.

(d)  Risks Associated with eCashPad Production.

The agreement under which the eCashPad was originally
manufactured for the Registrant only calls for an initial
production run of 5,000 units, at a total cost of $80,000.  The
Registrant has since concluded and paid for an order for 100,000
eCashPads from Asia Pacific Micro, Inc. at a favorable cost per
unit.  Initial eCashPads are being delivered to the Registrant on
an as needed basis.

This agreement offers the Registrant substantial savings by
contracting with an Asian country for manufacturing. Currently,
the manufacturer is stable but there is no guarantee that the
manufacturer may not be impacted by future changes in government
policies. The Registrant is presently seeking additional suppliers.

(e)  Risks in Connection with Approval of Regional ATM Networks.

Within the United States market, the Registrant is closely
working with National Data Funding Corporation to secure the go
ahead for regional ATM card networks for an eCashPad ATM card
with PIN entry "Bank Eyes Only" Internet payment. Such network
currently permit the usage of credit cards on their systems.
Thus, a substantial part of the Registrant's strategy is based on
ATM card with PIN entry Internet payments, and the Registrant may
not receive bank approvals from the regional ATM card networks in
the United States for such transactions. In such case, this
payment system could not be used in the United States, which
could substantially affect the prospects of the Registrant in
this country. Even though this type of payment system has already
been approved in the Dominican Republic and Ireland, and may be
approved elsewhere outside the United States, the Registrant
would expect that a substantial portion of its projected revenues
would come form United States based transactions.  The Registrant
has received verbal approval to begin an eCashPad ATM card with
PIN pilot in the second quarter over a small ATM card network.

(f)  Acceptance and Effectiveness of Internet Electronic Commerce.

The Registrant's success in e-commerce will be dependent on
consumer acceptance of e-retailing and an increase in the use of
the Internet for e-commerce.  If the markets for e-commerce do
not develop or develop more slowly than the Registrant expects,
its e-commerce business may be harmed.  If Internet usage does
not grow, the Registrant may not be able to increase revenues
from Internet advertising and sponsorships which also may harm
both our retail and e-commerce business. Internet use by
consumers is in an early stage of development, and market
acceptance of the Internet as a medium for content, advertising
and e-commerce is uncertain.  A number of factors may inhibit the
growth of Internet usage, including inadequate network
infrastructure, security concerns, inconsistent quality of
service, and limited availability of cost-effective, high-speed
access.  If these or any other factors cause use of the Internet
to slow or decline, our results of operations could be adversely affected.

(g)  Competition in Internet Commerce.

The Registrant anticipates substantial competition in the
development of the PERFECT industry and the "Bank Eyes Only"
internet application in particular. The Registrant believes that
the marketplace is large enough to absorb many competitor
companies who may focus on ancillary aspects of the PERFECT
industry such as the development of hardware or of merchant sign
ups, rather than on the core business of the Registrant which is
the processing of transactions.

Increased competition from e-commerce could result in reduced
margins or loss of market share, any of which could harm both our
retail and e-commerce businesses.  Competition is likely to
increase significantly as new companies enter the market and
current competitors expand their services.  Many of the
Registrant's present and potential competitors are likely to
enjoy substantial competitive advantages, including larger
numbers of users, more fully-developed e-commerce opportunities,
larger technical, production and editorial staffs, and
substantially greater financial, marketing, technical and other
resources.  If the Registrant does not compete effectively or if
it experiences any pricing pressures, reduced margins or loss of
market share resulting from increased competition, the
Registrant's business could be adversely affected.

(h)  Unreliability of Internet Infrastructure.

If the Internet continues to experience increased numbers of
users, frequency of use or increased bandwidth requirements, the
Internet infrastructure may not be able to support these
increased demands or perform reliably. The Internet has
experienced a variety of outages and other delays as a result of
damage to portions of its infrastructure, and could face
additional outages and delays in the future.  These outages and
delays could reduce the level of Internet usage and traffic.  In
addition, the Internet could lose its viability due to delays in
the development or adoption of new standards and protocols to
handle increased levels of activity.  If the Internet
infrastructure is not adequately developed or maintained, use of
the Registrant website may be reduced.  Even if the Internet
infrastructure is adequately developed, and maintained, the
Registrant may incur substantial expenditures in order to adapt
its services and products to changing Internet technologies.
Such additional expenses could severely harm the Registrant's
financial results.

(i)  Transactional Security Concerns.

A significant barrier to Internet e-commerce is the secure
transmission of confidential information over public networks.
Any breach in security could cause interruptions and have an
adverse effect on the Registrant's business.

(j)  Governmental Regulation of the Internet.

There are currently few laws that specifically regulate
communications or commerce on the Internet.  Laws and regulations
may be adopted in the future, however, that address issues
including user privacy, pricing, taxation and the characteristics
and quality of products and services sold over the Internet.
Possible future consumer legislation, regulations and actions
could cause additional expense, capital expenditures,
restrictions and delays in the activities undertaken in
connection with the party planning business, the extent of which
cannot be predicted.  The exact affect of such legislation cannot
be predicted until it is in final form.

(k)  Influence of Other External Factors on Prospects for Registrant.

The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in a commercially profitable business.  The marketability
of its products will be affected by numerous factors beyond the
control of the Registrant.  These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect companies' spending.  Factors which leave less money in
the hands of potential customers of the Registrant will likely
have an adverse effect on the Registrant.  The exact effect of
these factors cannot be accurately predicted, but  the
combination of these factors may result in the Registrant not
receiving an adequate return on invested capital.

(l)  Success of Registrant Dependent on Management.

The Registrant's success is dependent upon the hiring of key
administrative personnel.  None of the Registrant's officers,
directors, and key employees have an employment agreement with
the Registrant; therefore, there can be no assurance that these
personnel will remain employed by the Registrant after the
termination of such agreements.  Should any of these individuals
cease to be affiliated with the Registrant for any reason before
qualified replacements could be found, there could be material
adverse effects on the Registrant's business and prospects.  In
addition, management has no experience is managing companies in
the same business as the Registrant.

In addition, all decisions with respect to the management of
the Registrant will be made exclusively by the officers and
directors of the Registrant.  Investors will only have rights
associated with minority ownership interest rights to make
decision which effect the Registrant.  The success of the
Registrant, to a large extent, will depend on the quality of the
directors and officers of the Registrant.  Accordingly, no person
should invest in the shares unless he is willing to entrust all
aspects of the management of the Registrant to the officers and directors.

(n)  Control of Registrant by Officers and Directors.

The Registrant's officers and directors beneficially own
approximately 8% of the outstanding shares of the Registrant's
common stock.  As a result, such persons, acting together, have
the ability to exercise influence over all matters requiring
stockholder approval.  Accordingly, it may be difficult for the
investors hereunder to effectuate control over the affairs of the
Registrant.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control the
majority of voting rights will be able, by virtue of their stock
holdings, to control the affairs and policies of the Registrant.

(o)  Limitations on Liability, and Indemnification, of Directors
and Officers.

The bylaws of the Registrant provide for indemnification of
officer or directors of the Registrant.  In addition, the Nevada
Revised Statutes provide for permissive indemnification of
officers and directors and the Registrant may provide
indemnification under such provisions.  Any limitation on the
liability of any director, or indemnification of directors,
officer, or employees, could result in substantial expenditures
being made by the Registrant in covering any liability of such
persons or in indemnifying them.

(p)  Potential Conflicts of Interest Involving Management.

Some of the officers and directors have other interests to
which they devote time, either individually or through
partnerships and corporations in which they have an interest,
hold an office, or serve on boards of directors, and each will
continue to do so notwithstanding the fact that management time
may be necessary to the business of the Registrant. As a result,
certain conflicts of interest may exist between the Registrant
and its officers and/or directors which may not be susceptible to
resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Registrant.  It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to the
board of directors of the Registrant any proposed investments for
its evaluation.

(q)  Non-Cumulative Voting

Holders of the shares are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the
holders of a majority of the shares present at a meeting of
shareholders will be able to elect all of the directors of the
Registrant, and the minority shareholders will not be able to
elect a representative to the Registrant's board of directors.

(r)  Absence of Cash Dividends

The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain
any future earnings to finance the growth of the Registrant's
business. Payment of dividends, if any, will depend, among other
factors, on earnings, capital requirements, and the general
operating and financial condition of the Registrant, and will be
subject to legal limitations on the payment of dividends out of
paid-in capital.

(s)  No Assurance of Continued Public Trading Market; Risk of Low
Priced Securities.

The common stock of the Registrant is currently quoted on
the Over the Counter Bulletin Board; it was relisted on October
30, 2000 after trading on the National Quotation Bureau's Pink
Sheets since being delisted from the Over the Counter Bulletin
Board after the SEC trading suspension on March 13, 2000.  In
addition, the common stock is subject to the low-priced security
or so called "penny stock" rules that impose additional sales
practice requirements on broker-dealers who sell such securities.
The Securities Enforcement and Penny Stock Reform Act of 1990
("Reform Act") requires additional disclosure in connection with
any trades involving a stock defined as a penny stock (generally,
according to recent regulations adopted by the U.S. Securities
and Exchange Commission, any equity security that has a market
price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations
governing low-priced or penny stocks sometimes limit the ability
of broker-dealers to sell the Registrant's common stock and thus,
ultimately, the ability of the investors to sell their securities
in the secondary market.

(t)  Effects of Failure to Maintain Market Makers.

If the Registrant is unable to maintain a National
Association of Securities Dealers, Inc. member broker/dealers as
market makers after relisting on the Bulletin Board, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold,
but also through possible delays in the timing of transactions,
and lower prices for the common stock than might otherwise
prevail.  Furthermore, the lack of  market makers could result in
persons being unable to buy or sell shares of the common stock on
any secondary market.  There can be no assurance the Registrant
will be able to maintain such market makers.

(u)  Shares Eligible For Future Sale

All of the approximate 17,500,000 shares of common stock which
are currently held, directly or indirectly, by management have
been issued in reliance on the private placement exemption under
the Securities Act of 1933.  Such shares will not be available
for sale in the open market without separate registration except
in reliance upon Rule 144 under the Securities Act of 1933.  In
general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-
public transaction for at least one year, including persons who
may be deemed affiliates of the Registrant (as that term is
defined under that rule) would be entitled to sell within any
three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or
the average weekly reported trading volume during the four
calendar weeks preceding such sale, provided that certain current
public information is then available.  If a substantial number of
the shares owned by these shareholders were sold pursuant to Rule
144 or a registered offering, the market price of the common
stock could be adversely affected.

(v)  Potential Status as a Pseudo California Corporation.

Section 2115 of the California General Corporation Law
subjects certain foreign corporations doing business in
California to various substantive provisions of the California
General Corporation Law in the event that the average of its
property, payroll and sales is more than 50% in California and
more than one-half of its outstanding voting securities are held
of record by persons residing in the State of California.
Currently, all of the sales by the Registrant come from sources
outside the State of California; however, this may change in the future.

Some of the substantive provisions include laws relating to
annual election of directors, removal of directors without cause,
removal of directors by court proceedings, indemnification of
officers and directors, directors standard of care and liability
of directors for unlawful distributions.  Section 2115 does not
apply to any corporation which, among other things, has
outstanding securities designated as qualified for trading as a
national market security on NASDAQ if such corporation has at
least eight hundred holders of its equity securities as of the
record date of its most recent annual meeting of shareholders.
It is currently anticipated that the Registrant will not be
subject  to Section 2115 of the California General Corporation
Law which, in addition to other areas of the law, will subject
the Registrant to Section 708 of the California General
Corporation Law which mandates that shareholders have the right
of cumulative voting at the election of directors.

Forward Looking Statements.

The foregoing Plan of Operation 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 Registrant's business strategies, continued growth in
the Registrant's markets, projections, and anticipated trends in
the Registrant'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 Registrant's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond
the Registrant's control.  The Registrant 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
Registrant's products, competitive pricing pressures, changes in
the market price of ingredients used in the Registrant's products
and the level of expenses incurred in the Registrant'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
Registrant disclaims any intent or obligation to update "forward
looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

Financial statements as of and for the fiscal year ended
December 31, 2000 and the fiscal year ended December 31, 1999 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.

Directors and Executive Officers.

The names, ages, and respective positions of the directors,
executive officers, and key employee of the Registrant are set
forth below.  The directors named below will serve until the next
annual meeting of the Registrant's stockholders or until their
successors are duly elected and have qualified.  Directors  are
elected  for a  one-year  term  at  the  annual stockholders'
meeting.  Officers will hold their positions at the will of the
board of directors, absent any employment  agreement, of which
none currently exist or are contemplated.  There are no
arrangements, agreements or understandings between non-management
shareholders and management under which non-management
shareholders may directly or indirectly participate in or
influence the management of the Registrant's affairs.  There are
no other promoters or control persons of the Registrant.  There
are legal proceedings involving two of the directors of the Registrant.

(a)  Thomas S. Hughes, Chief Executive Officer/Director.

Mr. Hughes, Age 52, has been President and a Director of the
Registrant 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.

(b)  Jack M. Hall, Secretary/Director.

Mr. Hall, age 72, 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 Registrant. Mr.
Hall joined the Registrant as Secretary and a Director in March
1997.

(c)  Laurence B. Donoghue, Director.

Mr. Donoghue, age 55, is an attorney as well as a computer
professional.  He was awarded a Juris Doctor degree at George
Washington University in Washington, D.C. in 1971.  In December
1997, Mr. Donoghue founded and incorporated an Internet marketing
consulting business call Adweb Communications.  In July 1998, Mr.
Donoghue also opened his own practice of law, founding the Law
Offices Of Laurence B. Donoghue.  Mr. Donoghue continues to
operate both enterprises.  From 1975 to 1998, Mr. Donoghue built
a successful prosecuting career in the Los Angeles County
District Attorney's Office as a Deputy District Attorney.  From
1980 to 1998, Mr. Donoghue worked as an Adjunct Professor at Law
at Trinity University School of Law.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors,  certain officers and persons holding 10%
or more of the Registrant's common stock to file reports
regarding their ownership and regarding their acquisitions and
dispositions of the Registrant's common stock with the Securities
and Exchange Commission.  Such persons are required by SEC
regulations to furnish the Registrant with copies of all Section
16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during
fiscal 2000, Forms 5 with respect to fiscal 2000, and certain
written representations from executive officers and directors,
the Registrant is aware that the Registrant is aware that Mr.
Hughes and Mr. Hall failed to report certain stock issuances to
them between January 2000 and June 2000; they also failed to file
a Form 5 for the year ended December 31, 1999.  In addition, Mr.
Donoghue failed to file a Form 3 upon becoming a director of the
Registrant in May 2000.  The appropriate Form 3, Form 4, and Form
5 have prepared and forwarded to the SEC for filing.  The
Registrant is unaware of any other filings that have not been
timely made.

ITEM 10.  EXECUTIVE COMPENSATION.

                      Summary Compensation Table


                     Annual compensation              Long-term
                                                     compensation
                                           Awards          Payouts
                                    Other           Securi           All
                                    Annual          ties             other
Name and                            compen Restrict under            compen
Principal   Year   Salary   Bonus   sation  stock   lying   LTIP     sation
Position                                    award   options payouts
                                                    SARs
                     ($)     ($)     ($)     ($)     (#)       ($)     ($)

Thomas S.   2000 $255,968     0       0    4,800,000  600,000   0       0
Hughes,     1999  $79,215     0       0       0       0         0       0
Chief       1998        0     0       0       0       0         0       0
Executive
Off.

Jack M.Hall 2000        0     0     57,500    56,000  400,000   0       0
Secretary   1999        0     0     21,500     0      0         0
            1998        0     0       0        0      0         0       0

Lawrence B. 2000        0     0       0      101,900  400,000   0       0
Donoghue
Director(1)

(1)  Mr. Donoghue became a director of the Registrant on  May 23, 2000.

Individual Option/SAR Grants In Fiscal Year Ended December 31, 2000.

Name            Number of     Percent of     Exercise or     Expiration
                Securities    options/SARS   base price          date
                Underlying    granted to     ($/Sh)
                Options/SARs  employees in
                Granted (#)   fiscal year (1)

Thomas S.
Hughes, Chief
Executive Off.   600,000          5.04%       25% 0f market  December 8
                                              Price on date      2010
                                              Of exercise

Jack M. Hall,    400,000          3.36%       25% of market  December 8
Secretary                                     Price on date       2010
                                              Of exercise


Lawrence B.     400,000          3.36%       25% of market  December 8
Donoghue,                                    Price on date       2010
Director                                     Of exercise

(1)  On November 7, 2000, the Registrant's board of directors
approved an Amended and Restated Stock Incentive Plan (Amendment
No. 3) for the purpose of granting stock options and restricted
stock awards to employees and non-employees of the Registrant.  A
total of 11,900,000 options were granted in December 2000 under
this plan, including those to officers and directors.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values.

                                              Number of       Value of
Name          Shares          Value           securities      unexercised
              Acquired        realized        underlying      in-the-money
              On exercise       ($)           unexercised     options/SARs
                 (#)                          options/SARS    at FY-end ($)
                                              at FY-end (#)   exercisable/
                                              exercisable/    unexercisable
                                              unexercisable       (1)
 (a)             (b)            (c)                (d)            (e)

Thomas S.         -              -            150,000              -
Hughes, CEO                                   exercisable
Director                                      450,000
                                              unexercisable

Jack. M. Hall,    -              -            100,000              -
Secretary         -              -            exercisable
Director                                      300,000
                                              unexercisable

Lawrence B.       -              -            100,000              -
Donoghue,                                     exercisable
Director                                      300,000
                                              unexercisable

(1)  As of fiscal year end (December 31, 2000), none of the
unexercised options were in-the-money.

Other Compensation.

There are no annuity, pension or retirement benefits
proposed to be paid to directors and officers of the Registrant
in the event of retirement at normal retirement date as there is
no existing plan provided for or contributed to by the
Registrant.  Other than under the Amended and Restated Stock
Incentive Plan (Amendment No. 3) as discussed above, there is no
remuneration proposed to be paid in the future directly or
indirectly by the Registrant to any officer or director.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock
as of March 31, 2001 (256,566,707 issued and outstanding (1)) by
(i) all stockholders known to the Registrant to be beneficial
owners of more than 5% of the outstanding common stock; and (ii)
all directors, executive officers, and key employees of the
Registrant, individually and as a group:

Title of       Name and Address               Amount and       Percent of
Class          of Beneficial Owner(2)         Nature of          Class
                                              Beneficial
                                              Owner (3)

Common         Richard Epstein                  33,173,539(4)     12.93%
Stock          12147 Northwest 9th Drive
               Coral Springs, FL 33071

Common         Alpha Venture Capital, Inc.      17,328,692(5)      6.75%
Stock          P.O. Box 11
               AvaruaRarotonga, Cook Islands

Common         Thomas S. Hughes                  8,700,000(6)      3.39%
Stock          2500 Via Cabrillo Marina
               Suite 112
               San Pedro, CA 90731

Common         Hughes Net Income Charitable      8,522,500(7)      3.32%
Stock          Remainder Unitrust,
               c/o Anthony J. Bayne, Esq.
               2500 Via Cabrillo Marina
               Suite 300
               San Pedro, CA 90731

Common         Jack M. Hall                       200,000(8)      0.08%
Stock          2500 Via Cabrillo Marina
               Suite 112
               San Pedro, CA 90731

Common         Laurence B. Donoghue              110,000(9)       0.04%
Stock          2500 Via Cabrillo Marina
               Suite 300
               San Pedro, CA 90731

Common         Shares of all directors,        17,532,500         6.83%
Stock          executive officers,
               and key employees
               as a group (3 persons)

(1)  In connection with a Regulation D Common Stock Private Equity
Line Subscription Agreement with Alpha Venture Capital, Inc.,
dated September 28, 1999, 6,600,882 of the shares sold under this
agreement are being held by Alpha for future advances on the
Subscription Agreement.  Accordingly, the 6,600,882 shares of the
Registrant's common stock held by Alpha is deemed unissued since
no consideration has been given for such shares and are not
reflected as part of the outstanding shares of the Registrant's
common stock at March 31, 2001.

(2)  Except as noted in footnote 4 below, each person has sole
voting power and sole dispositive power as to all of the shares
shown as beneficially owned by them.

(3)  Other than as set forth below, none of these security
holders has the right to acquire any amount of common stock
within 60 days from options, warrants, rights, conversion
privilege, or similar obligations.

(4)  This represents the combined holdings of Alliance Equities
and Richard Epstein, who controls this firm.  The amount owned
includes the following: (a) a warrant for the purchase of
1,400,000 shares of common stock, exercisable at $1.00 per share
from June 30, 2000 through June 30, 2002; and (b) a debenture
(dated March 22, 2001) in the principal amount of $1,653,000,
which represent 9,723,529 shares (convertible at any time from
issuance until April 5, 2002 into shares of common stock at $0.17
per share).  As additional 8,800,000 warrants granted to Mr.
Epstein on August 22, 2000 have not been included since they have
not yet been issued.

(5)  This firm is controlled by Barry Herman, who is the director
and authorized signatory for Alpha Venture Capital, Inc.  The
shares of Alpha Venture Capital, Inc. are held in trust on behalf
of undisclosed investors; these investors are only passively
involved in the firm.  The amount beneficially owned consists of
12,307,692 shares actually issued for cash under a common stock
purchase agreement purchased from the Registrant under a common
stock purchase agreement at a price equal to price equal to 82%
of the average closing bid price for the five business days
immediately following a put notice to the Registrant, and
warrants for the purchase common stock totaling 6,571,428 shares,
as follows: (i) a warrant to purchase 2,000,000 shares of the
Registrant's common stock, exercisable upon issuance in
connection with the purchase agreement at a price equal to the
lesser of (a) 40% of the closing bid price of the stock on
December 8, 2000 ($0.44), or (b) 40% of the average five day
closing bid price as of the effective date of this registration
statement; (ii) a warrant to purchase 1,000,000 shares of common
stock on a pro rata basis in conjunction with draw downs,
exercisable at the close bid price at the date of each draw down;
and (iii) a remainder of 2,021,000 shares out of a warrant to
purchase 3,571,428 shares of common stock, exercisable at $0.08
per share as calculated under an addendum (dated October 23,
2000) to a previous common stock purchase agreement between the
parties, dated September 28, 1999.

(6)  8,400,000 of this amount is owned by Electronic Transactions
& Technologies.  This ownership is attributed to Mr. Hughes by
virtue of his 70% ownership of this Registrant.  In addition,
150,000 of this amount is represented by options issued in
December 2000 under the Registrant's stock incentive plan which
are exercisable within 60 days (the total options granted was
600,000).  These options are exercisable at $0.40 per share for
those exercised on or before December 31, 2000; thereafter the
exercise price is 25% of the fair market value of the shares on the
date of the exercise.  A maximum of 25% of the total options may be
exercised in any one calendar year.

(7)  The creator of this trust is Thomas S. Hughes.  Thomas S.
Hughes is the trustee of the trust; Lawrence B. Donoghue, Esq. is
the special trustee, and as such has the voting power and power
over the disposition of the Registrant's shares under this trust.
In addition, Mr. Hughes is the lifetime net income beneficiary of
this trust, and the remainder beneficiary is Philosopher Kings
and Queens, a California nonprofit public benefit corporation
(according to information provided by Mr. Hughes).  According to
information provided by Mr. Hughes, this trust is irrevocable.

(8)  100,000 of this amount is represented by options issued in
December 2000 under the Registrant's stock incentive plan which
are exercisable within 60 days (the total options granted was
400,000).  These options are exercisable at $0.40 per share for
those exercised on or before December 31, 2000; thereafter the
exercise price is 25% of the fair market value of the shares on the
date of the exercise.  A maximum of 25% of the total options may be
exercised in any one calendar year.

(9)  100,000 of this amount is represented by options issued in
December 2000 under the Registrant's stock incentive plan which
are exercisable within 60 days (the total options granted was
400,000).  These options are exercisable at $0.40 per share for
those exercised on or before December 31, 2000; thereafter the
exercise price is 25% of the fair market value of the shares on the
date of the exercise.  A maximum of 25% of the total options may be
exercised in any one calendar year.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the past two fiscal years, certain transactions which
occurred between the Registrant and its officers, directors and
five percent or greater shareholders are set forth below.  With
respect to each such transaction, the Registrant believes that
the terms of each transaction were approximately as favorable to
the Registrant as could have been obtained from an unrelated
third party:

(a)  On February 18, 1997, Leggoons, Inc. entered into an
agreement to license assets from Home Point of Sales, Inc. (now
known as Electronic Transactions & Technologies).  ET&T ("ET&T)
is a privately held corporation 70% owned by Mr. Hughes,
President of the Registrant, 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 Registrant, it
is included here since certain of the conditions under that
agreement have not been completely fulfilled, as discussed
below).  This technology will provide consumers with the option
to instantly pay bills or impulse purchase from home with real
time cash transactions with the usage of simple equipment such as
the eCashPad.

The assets included under this license agreement are the
following:

The name "Betting, Inc.", as trademarked by ET&T

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 ET&T secure computer
keyboard or over the telephone through the ET&T stand alone
Infinity unit)

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)

The ET&T developed merchant response software for the specific
application only of transacting off site ATM and Smart card
wagering through the Wagering Gate

ET&T's interest in the use of and revenue from the personal
encrypted remote financial electronic card transaction relating
to the wagering business.

Under terms of this license agreement, the Registrant is to issue
2,900,000 shares of restricted common stock to  as the total
consideration in exchange for licensing home ATM card and SMART
card wagering technology developed by ET&T.  Of this amount,
2,755,000 shares were placed in escrow subject to cancellation on
February 10, 1998, in the event the bid price of the common stock
of the Registrant 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 this prospectus, the terms of the license
agreement have not been met by the Registrant.  However, under an
amendment dated September 1, 1999 the cancellation date of the
shares, as set forth above, has been extended to September 1,
2001, subject to certain conditions specified in the amendment.

The license agreement also provides that in the event that the
bid price for the common stock of the Registrant is more than
$3.00 per share for any twenty consecutive day period, then ET&T
shall have the option to purchase up to 13,822,000 additional
shares of the Registrant common stock at an exercise price of
$.30 per share.  To date, the conditions of this provision have
not been met.

Under the terms of this license agreement, it was the
intention of the parties hereto that if and when any additional
shares of the common stock of Leggoons (now the Registrant) are
issued to the public or any employees, ownership interest in the
Registrant shall be and remain no less than 60% and that
ownership interest of the current shareholders of Leggoons (James
Clinton) shall, at that time, be no less than 10%.  ET&T has
never sought to enforce this provision in this license agreement.
However, between June 9, 1999 and February 2, 2000, the
Registrant has issued a total of 2,950,000 shares to James
Clinton or his nominees based on the stated reason that
compliance with said 10% provision in such license agreement was
required.  Shares issued under said provision of this license
agreement were not issued for consideration and therefore may not
have been properly issued in compliance with Missouri Revised
Statutes 351.160 (which governed the Registrant prior to its
redomicile to the State of Nevada on June 1, 1999) and Nevada
Revised Statutes 78.211.

(b)  On April 28, 1997, the Registrant entered into a host
processing agreement with ET&T for the purpose of having this
firm act as the bank host processing for all Registrant
transactions that are sent by terminals that read credit cards or
ATM cards.  ET&T is to charge the Registrant a fee of $0.25 per
transaction or 2.5% of the wager being sent by the Registrant to
gaming operators.  These transactions are to originate from
globally placed Registrant equipment and/or Registrant licensed
operators.

(c)  On March 27, 1998, the Registrant entered into a license
agreement with ET&T for the purpose of licensing additional
technology for processing electronic banking transactions.  This
agreement states that ET&T licenses the following products to the
Registrant 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 the Registrant 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.  The licensing fee is to be paid by the
Registrant at the rate of $30,000 per month; however, under the
terms of this license agreement, this fee is not due and payable
until the technology for a particular product covered by the
license has been perfected and is ready for public use.  As of
the date of this prospectus, only the PayMaster has been
perfected.  This liability was satisfied in full in June 1999
through the issuance of common stock (as reflected in the Form
10-QSB for the quarter ended June 30, 1999).  None of the other
products covered by the license agreement had been perfected,
and, therefore, no licensing fee is required to be paid at this
time (when this does occur, a statement to that effect will be
placed in a future report filed by the Registrant).

(d)  The Registrant, ET&T and Mr. Hughes entered into a
promissory note, dated December 1, 1999, to reflect the principal
sum of $2,836,411 owed by the latter two to the Registrant for
various sums paid by the Registrant to ET&T.  As of December 31,
2000, this amount had increased to a total of $4,835,718 due to
the following:

Interest on the principal amount of $193,886;

Additional stock issued to ET&T by the Registrant in the amount
of 3,000,000 shares ($843,900); and

A loan in the amount of $961,521 made by the Registrant to ET&T.

The total amount due has been fully reserved as an allowance for
doubtful accounts and expensed as bad debt.  This amount relates
to a combination of approximately 21% cash and 79% common stock
issuance to Thomas S. Hughes and ET&T during fiscal year 1999 and
2000.
(e)  On August 22, 2000, the Registrant granted to Richard
Epstein in repayment of previous sums loaned to the Registrant in
2000 (totaling $1,336,366), as follows: (1) a warrant covering
the purchase of 3,000,000 shares of common stock, exercisable at
$0.25 from September 30, 2000 through September 30, 2003; (2) a
warrant covering the purchase of 2,400,000 shares of common
stock, exercisable at $0.40 per share from September 30, 2000
through September 30, 2003; and (3) a warrant covering the
purchase of 2,000,000 shares of common stock, exercisable at 50%
below the closing bid price on the date of exercise from August
22, 2000 through December 31, 2001.  To date, none of these
warrants have been issued.

In addition to these warrants and in payment of said sum and
a further amount of $316,634 loaned to the Registrant in the
first quarter of 2001, in March 2001 the Registrant issued a
debenture in the principal amount of $1,653,000 (convertible at
any time from issuance until April 5, 2002 into shares of common
stock at $0.17 per share).

(f)  In January of 2000, the Registrant entered into a Consulting
Services Agreement with Mr. Epstein.  Mr. Epstein has agreed to
assist the Registrant in developing a market for the usage of the
eCash Pad for a period of three years in exchange for 15,000,000
shares of the Registrant's common stock.  The amount recorded as
consulting expense totaled $983,475 for the year ended December
31, 2000.  In January 2001, the Registrant issued Mr. Epstein
15,000,000 shares of its common stock in satisfaction of this agreement.

(g)  In February 2000, the Registrant entered into another
Consulting Services Agreement with Mr. Epstein.  Mr. Epstein
agreed to provide consulting services related to future mergers
and acquisitions in behalf of the Registrant for a period of 2
years in exchange for 300,000 shares of the Registrant's common
stock monthly.  The Registrant recorded consulting expenses of
$3,996,630 for the year ended December 31, 2000.  During fiscal
year 2000, the Registrant issued a total of 1,050,000 shares of
its common stock in advance of such services having been
rendered.  Accordingly, the Registrant has recorded a prepaid
consulting services of $1,271,655 related to such advance issuances.

(h)  During 1999 and 2000, the Registrant entered into several
other consulting agreements with Mr. Epstein or Alliance
Equities, Inc., a company controlled by him.  Mr. Epstein and
Alliance Equities were paid a total of 8,914,000 shares of common
stock under these agreements during 2000.

(i)  In September 1999, the Registrant entered into a Regulation
D Common Stock Private Equity Line Subscription Agreement
("Subscription Agreement") with Alpha Venture Capital, Inc.
("Alpha").  The Subscription Agreement entitles the Registrant to
draw funds up to $5,000,000 from issuance of its common stock for
an amount equal to 80% of the market value at the time of each
draw request, expiring September 2000, subject to certain terms
and conditions.  The Subscription Agreement required the
Registrant to deliver an aggregate of 1,000,000 five year
warrants to purchase its common stock at an exercise price equal
to 80% of the closing bid price on the execution of this
agreement as a commitment fee.  Furthermore, the Registrant is
required to deliver to Alpha up to a maximum of 500,000 warrants
on a pro rata basis in conjunction with the draw request,
exercisable at the closing bid price at the date  of each draw request.

In October 2000, the Registrant was granted a one year
extension on its Subscription Agreement with one automatic six
month extension and an overall increase in funds it may draw by
an additional $5,000,000.  Pursuant to the October 2000
extension, the Registrant is required to deliver an aggregate of
2,000,000 five year warrants to purchase its common stock at an
exercise price equal to 80% of the closing bid price on the
execution of this extension.  Furthermore, the Registrant is
required to deliver to Alpha up to a maximum of 1,571,428
warrants on a pro rata basis in conjunction with the draw
request, exercisable at the closing bid price at the date  of
each draw request.  The Registrant is assessed a placement fee,
as provided within the Subscription Agreement, for funds drawn,
which is equal to 8% of each draw.  As of December 31, 2000, the
Registrant has drawn $7,773,000 of the available $10,000,000.
During fiscal year 2000, Alpha exercised approximately 3,050,000
warrants of the total 5,071,000 granted related to the
Subscription Agreement.

(j)  In December 2000, the Registrant entered into an
additional Regulation D Common Stock Private Equity Line
Subscription Agreement ("Subscription Agreement No. 2") with
Alpha.  The Subscription Agreement No. 2 entitles the Registrant
to draw funds up to $15,000,000 from issuance of its common stock
for an amount equal to 82% of the market value for the five
business days immediately following the draw request date,
expiring December 2001 with one automatic twelve month extension
if at least 20% of the subscription amount is drawn during the
first six months as of the agreement date, subject to certain
terms and conditions.  The Subscription Agreement No. 2 requires
the Registrant to file a registration statement on Form SB-2 with
the Securities and Exchange Commission for the registration of
common stock for future issuance related to the Subscription
Agreement No. 2.  The Subscription Agreement No. 2 also requires
the Registrant to deliver an aggregate of 2,000,000 five year
warrants to purchase its common stock at an exercise price equal
to the lesser of 40% of the closing bid price of the Registrant's
common stock at the agreement date or 40% of the average five day
closing bid price as of the date of the effectiveness the
Registration Statement.  Furthermore, the Registrant is required
to deliver to Alpha up to a maximum of 1,000,000 warrants on a
pro rata basis in conjunction with the draw request, exercisable
at the closing bid price at the date  of each draw request.  The
Registrant is assessed a placement fee, as provided within the
Subscription Agreement, for funds drawn, which is equal to 8% of
each draw.  As of December 31, 2000, the Registrant has not drawn
upon the Subscription Agreement No. 2.  Furthermore, no warrants
were exercised of the total 3,000,000 warrants granted related to
the Subscription Agreement No. 2.

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL
STATEMENTS.

Exhibits.

Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

There were no reports on Form 8-K filed during the last quarter
of the fiscal year covered by this report.

Index to Financial Statements.                                Page

Report of Independent Certified Public Accountants              52

Consolidated Balance Sheet as of
December 31, 2000                                               55

Consolidated Statements of Operations for the year
ended December 31, 2000 and the year ended
December 31, 1999                                               57

Consolidated Statement of Stockholders' Deficit for
the year ended December 31, 2000 and the year
ended December 31, 1999                                         58

Consolidated Statements of Cash Flows for the year
ended December 31, 2000 and the year
ended December 31, 1999                                         62

Notes to Consolidated Financial Statements                      65

                              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



Dated: April 24, 2001                      By: /s/ Thomas S, Hughes
                                           Thomas S. Hughes, President

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date indicated:

Signature                    Title                            Date

/s/ Thomas S. Hughes    President/Chief Executive            April 24, 2001
Thomas S. Hughes        Officer/ Director

/s/ Jack M. Hall        Secretary/Director                   April 24, 2001
Jack M. Hall

/s/ Laurence Donoghue   Director                             April 24, 2001
Laurence Donoghue

/s/  Mary Lou Garcia    Accounting Manger (principal         April 24, 2001
Mary Lou Garcia         financial and accounting officer)


                     L.L. BRADFORD & COMPANY, LLC
             Certified Public Accountants & Consultants

          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
eConnect
San Pedro, California

We have audited the accompanying consolidated balance sheet of
eConnect as of December 31, 2000, and the related consolidated
statements of operations, stockholders' deficit, and cash flows
for the years ended December 31, 2000 and 1999.  These
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.  The financial statements of Top Sports, S.A. and eConnect
Caribbean, S.A. (subsidiaries of eConnect) as of December 31,
2000 and the financial statements of Top Sports, S.A. for the
year ended December 31, 2000, and the financial statements of
eConnect Caribbean, S.A. for the period from July 1, 2000 (Date
of Inception) through December 31, 2000, were audited by other
auditors whose reports dated March 16, 2001, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the December 31, 2000 and 1999 consolidated
financial statements referred to above present fairly, in all
material respects, the financial position of eConnect as of
December 31, 2000, and the results of its operations and cash
flows for the years then ended in conformity with accounting
principles generally accepted in the United States.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 18 to the consolidated financial
statements, the Company has suffered losses from operations,
current liabilities exceed current assets and has a net
stockholders' deficiency, all of which raise substantial doubt
about its ability to continue as a going concern.  Management's
plans in regards to these matters are also described in Note 18.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC
Las Vegas, Nevada
March 30, 2001
2901 El Camino Avenue, Suite 105, Las Vegas, Nevada 89102 (702) 735-5030
Facsimile (702) 735-4854

ORTEGA & ASOCIADOS
                    Auditores y Consultores

                  INDEPENDENT AUDITORS' REPORT

To the Board of Administration of
ECONNECT CARIBBEAN, S.A.:

We have audited the accompanying balance sheet of Econnect
Caribbean, S.A. a development stage enterprise (a corporation in
the Dominican Republic partially owned by Econnect, Inc.) as
of December 31, 2000, and the related statements of loss,
shareholders' equity, and cash flows for period of six months then ended.
These financial statements are the responsibility of the
company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also includes
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis of our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Econnect
Carribean, S. A. as of December 31, 2000, and the results of
its operations, accumulated deficit, shareholders' equity and
cash flows for the period of six months ended, in conformity with generally
accepted accounting principles in the United States.

The company is member of a Group of related companies that
perform significant transactions among them.  Due to these relations, it is
possible that these transactions were not the same of those that could not
result from the transaction performed among independent entities.

The accompanying financial statements have been prepared
assuming that the company will continue as a going concern. As discussed in
Note 7 and shown in the accompanying financial statements, the company has
suffered losses from operations fundamentally originated in
connection with its operations development process, also current
liabilities exceeds current assets having a negative working capital of
US$326,219, and has a net stockholders' deficiency, all of
which raise substantial doubt about its ability to continue as a
going concern.  Management's plans in regards to these matters are also
described in Note 12.  The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification
of liabilities that might result from this uncertainty.

/s/  Ortega & Asociados
Ortega & Asociados
March 16, 2001
Santo Domingo, Dominican Republic

Av. Jose Ortega y Gasset #46, Ensanche Naco, Apartado Postal
2289, Santo Domingo, Rep. Dom.

                       ORTEGA & ASOCIADOS
                    Auditores y Consultores

                   INDEPENDENT AUDITORS' REPORT

To the Board of Administration of
TOP SPORTS, S.A.:

We have audited the accompanying balance sheet of Top Sports,
S.A. a development stage enterprise (a corporation in the Dominican Republic
totally owned by Econnect, Inc.) as of December 31, 2000, and the related
statements of loss, shareholders' equity, and cash flows for
the year then ended.  These financial statements are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis of our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Top Sports,
S. A. as of December 31, 2000, and the results of its
operations, accumulated deficit, shareholders' equity and cash
flows for the year then ended, in conformity with generally accepted accounting
principles in the United States.

The company is member of a Group of related companies that
perform significant transactions among them.  Due to these relations, it
is possible that these transactions were not the same of
those that could not result from the transaction performed among
independent entities.

The accompanying financial statements have been prepared
assuming that the company will continue as a going concern.  As discussed
in Note 9 and shown in the accompanying financial
statements, the company has suffered losses from operations
fundamentally originated in connection with its operations development process
also current liabilities exceeds current assets having a negative working
capital of US$581,019, and has a net stockholders' deficiency, all of
which raise substantial doubt about its ability to continue as a
going concern.  Management's plans in regards to these matters are also
described in Note 14.  The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might result from this uncertainty.

/s/  Ortega & Asociados
Ortega & Asociados
March 16, 2001
Santo Domingo, Dominican Republic

Av. Jose Ortega y Gasset #46, Ensanche Naco, Apartado Postal
2289, Santo Domingo, Rep. Dom.

                                  eCONNECT
                        CONSOLIDATED BALANCE SHEET
                           December 31, 2000

                                ASSETS

Current assets
Cash                                                   $    13,007
Accounts receivable                                         16,758
Total current assets                                        29,765

Fixed assets, net                                          443,735

Other assets
Investment in equity-method ivestee                         48,040
Intangible assets, net                                     392,457
Purchased software, net                                  1,513,101
Deposit                                                     38,820
Other assets                                               105,612

Total assets                                            $2,571,530

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                                        $2,112,273
Accrued liabilities                                      3,033,373
Due to consultants                                       2,020,447
Due to related parties                                   7,043,409
Advance on equity funding line                             206,600
Note payable-current portion                             2,672,907

Total current liabilities                               17,089,008

Total liabilities                                       17,089,008

Commitments and contingencies                                    -

Stockholders' deficit
Common stock; $.001 par value; 300,000,000
shares authorized, 214,074,197 shares
Issued and outstanding                                     214,074
Additional paid-in capital                             131,758,828
Due from related party-secured by
Company's common stock                                           -
Common stock issued for prepaid consulting services     (1,271,655)
Minority interest in consolidated subsidiary               (92,308)
Accumulated deficit                                   (145,126,417)

Total stockholders' deficit                            (14,517,478)

Total liabilities and stockholders' deficit              2,571,530

See Accompanying Notes to Financial Statements

                               CONNECT
               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                Year Ended December 31

                                                2000              1999

Revenue
Sports books loss                                  (655,584)                -
E-Commerce sales                                          -            41,785

Gross loss                                         (655,584)           41,785

Operating expenses
Stock based compensation                         83,441,832        10,886,992
Bad debt                                          4,952,537             8,000
Sports books                                          5,880                 -
Consulting                                        4,033,344         7,664,088
Public relations                                  1,198,411           189,180
Professional fees                                   743,207           159,085
Research and development                          4,620,491         3,490,411
Wages                                             1,963,574         5,026,165
Amortization and depreciation                     1,967,338           207,019
General and administrative                        4,227,165         2,324,581

Total operating expenses                        107,153,779        19,068,529

Net loss from operations                       (107,809,363)      (19,068,529)

Other income (expense)
Interest income                                       9,056           144,471
Interest expense                                 (1,263,012)                -
Loss investments                                 (4,527,546)       (4,391,120)
Legal settlement                                 (1,451,959)                -
Cancellation of common stock                        984,375                 -

Equity losses on investees                         (603,438)                -
Total other income (expense)                     (7,852,524)       (4,246,649)

Net loss before provision for
income taxes                                   (114,661,887)      (23,315,178)

Provision for income taxes                                -                 -

Net loss                                       (114,661,887)      (23,315,178)

Basic and diluted loss per common share               (0.66)            (0.63)

Basic and diluted weighted average
common shares outstanding                       174,371,038        36,868,312

See Accompanying Notes to Financial Statements

                               eCONNECT
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


                   Common Stock           Common Stock
      Number           Add'l   Due     Issued Stock Min     Accum    Total
      Of               Paid    From    for    sub   ority   ulated   Stock
      Shares           in      Related consul scrip int     Deficit  holders
              Amount   capital Party   ting   tion  in              Deficit
                               Secured serv   pay   consol
                               By      ics    able  idated
                               Companys             subsi
                               Common               diaries
                               Stock

Bal
ance
Dec 31
1998

14,475,234 14,475 5,148,837      -     -     -       - (6,243,740)(1,080,428)

Stock
Holder
loan

 9,400,000  9,400 2,827,011 (2,980,882)-     -                  -   (144,471)

Stock
Sub
Scrip
tion
pay
able

         -      -         -          - - 81,546       -        -      81,546

Common
Shares
issued
for
services

40,710,349 40,711 10,846,281        -  -       -        -     -  10,886,992

Common
Shares
issued

for
stock
sub
scrip
tion
receiv
able

   716,966    717   219,459         -  -      -       -        -    220,176

Common
Shares
Issued
for
prin
cipal
pay
ments
on long-
term debt

 1,589,387  1,589   298,411         -  -      -       -        -    300,000

Common
Shares
issued
for
cash

16,428,136 16,428 2,804,209         -  -      -       -        -  2,820,637

Common
Shares
issued
for
acquisi
tion of
Isla
Escondida, S.A.

18,710,000 18,710 3,533,091         -  -      -       -        -  3,551,801

Common
Shares
issued
for
acquisi
tion
of
www.
theArtAuction.com

 2,165,000  2,165   961,804         -  -      -       -        -    963,969

Common
Shares
issued
for joint
venture

 1,650,000  1,650   323,700         -  -      -       -        -    325,350

Common
Shares
issued to
acquire 50%
ownership
in Top
Sports, S.A.

 1,000,000  1,000    72,100         -  -      -       -        -     73,100

Common
Shares
issued
for
stock
dividend

 3,756,101  3,756 1,052,460         -  -      -       - (1,056,216)       -

Net
loss

         -      -         -         -  -      -       - (23,273,393)(23,273,393)

Balance
December
31,
1999

110,601,173 110,601 28,087,363 (2,980,882) - 81,546   - (30,573,349) (5,274,721)

Capital
contribution
from minority
interest in
consolidated
subsidiary

         -      -         -         -  -      -  16,511        -     16,511

Stock
Holder
loan

         -      -         -(1,854,835)  -     -       -        - (1,854,835)

Stock
Subscrip
tion
payable

   495,000    495    81,051         -  -(81,546)      -        -          -

Common
Shares
issued
in
satis
faction
of
officer
bonus
payable

 6,000,000 6,000  4,794,000         -  -      -       -        -  4,800,000

Stock
Holder
loan
reserve
as
allowance
for
doubtful
accounts

         -      -         - 4,835,717  -      -       -        -  4,835,717

Common
Shares
issued
for cash
$0.40

 3,335,762  3,336 1,330,969         -  -      -       -        -  1,334,305

Common
Shares
issued
for cash
$0.16

 3,000,000  3,000   497,000         -  -      -       -        -    500,000

Common
Shares
issued
for
services

65,158,348 65,158 40,789,546        -  -      -       -        - 40,854,704

Common
Shares
issued
for
employee
based
compensation

   570,000    570 1,046,302         -  -      -       -        -  1,046,872

Common
Stock
issued
to satisfy
Company
Accounts
payable

   666,667    667   549,333         -  -      -       -        -    550,000

Stock
based
compen
sation
related
to options
and
warrants
granted

         -      - 40,366,861        -  -      -       -        - 40,366,861

Stock
Based
lawsuit
settlement
related to
warrants

         -      - 1,451,959         -  -      -       -        -  1,451,959

Common
Shares
issued for
service
related
to
exercise
of
warrants
with a
strike
price of
$0.40

 2,933,488  2,933 1,170,462         -  -      -       -        -  1,173,395

Prepaid
consulting
services
paid with
common shares

 1,050,000  1,050 1,270,605         - (1,271,655) -   -        -          -

Cancell
ation of
common shares
related
to the
fiscal year
1999
acquisi
tion of
Isla
Escondida, S.A.

(10,500,000) (10,500) (973,875)     -  -      -       -        -  (984,375)

Cancell
ation of
common
shares
related
to the
fiscal
year 1999
acquisi
tion of Top
Sports, S.A.

(1,000,000) (1,000) (72,100)        -  -      -       -        -   (73,100)

Common
Shares
Issued
for cash
related
to Alpha
Venture
Capital
net of
offering
costs of
$2,331,486

13,161,800 13,162 6,486,738         -  -      -       -        -  6,499,900

Common
Shares
Issued
for cash
related
To Alpha
Venture
Capital
Exercise
of
warrants
weighted
average
strike
price
of $0.20

 3,050,000 3,050    610,350         -  -      -       -        -    613,400

Common
Shares
Issued
for cash
related to
exercise
of warrants
with a
strike price
of $0.40

 7,351,959  7,352 2,933,432         -  -      -       -        -  2,940,784

Common
Shares
issued
for the
acquisi
tion
of
Powerclick
Inc.

 8,000,000  8,000 1,292,000         -  -      -       -        -  1,300,000

Common
Shares
Issued
to acquire
additional
50%
ownership
in Top
Sports, S.A.

   200,000    200    46,832         -  -      -       -        -     47,032

Net loss

     -      -         -         -  -      - (108,819) (114,553,068)(114,661,887)

Balance
December
31,
2000

214,074,197 214,074 131,758,828-(1,271,655) -(92,308) (145,126,417) (14,517,478)

See Accompanying Notes to Financial Statement

                             eCONNECT
               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              Year Ended December 31

                                              2000               1999

Cash flows from operating activities:

Net loss                                      $ (114,661,887)    $(23,273,393)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization and depreciation                      1,967,338          207,019
Stock based compensation                          83,441,832       10,886,992
Loss on investments                                4,527,546        4,391,120
Bad debt                                           4,952,537                -
Loan fee                                             253,501                -

Cancellation of common stock                        (984,375)               -
Legal settlement                                   1,451,959                -

Changes in operating assets and liabilities:
Change in due from related party                     133,180         (250,000)
Change in accounts receivable                        (16,758)               -
Change in stock subscription payable                 220,176                -
Change in deposits                                   (38,820)               -
Change in other assets                              (105,612)               -
Change in due from related party -
secured by Company's common stock                 (1,854,835)        (757,481)

Change in officer bonus payable                            -        4,800,000

Change in accounts payable                         1,740,453          (62,251)
Change in accrued liabilities                      2,942,694           45,111
Change in due to consultants                       2,020,447                -
Change in due to related parties                   3,106,403          613,010
Change in stockholder loan payable                         -          350,000

Net cash used by operating activities            (10,904,221)      (3,049,873)

Cash flows from investing activities:
Purchase of fixed assets                            (497,857)               -
Purchase of purchased software                    (2,168,892)               -
Cost of investments                               (1,000,000)         (35,000)

Net cash used by investing activities             (3,666,749)         (35,000)

Cash flows from financing activities:
Proceeds from issuance of notes payable            2,606,305          500,000
Proceeds from advance on equity funding line         206,600                -
Principal payments on notes payable                 (260,000)        (200,000)
Proceeds from issuance of common stock            11,888,389        2,820,637
Proceeds from minority interest in
consolidated subsidiary                               16,511                -
Proceeds from issuance of stock
subscription payable                                       -           81,546
Net cash provided by financing activities         14,457,805        3,202,183

Net increase (decrease) in cash                     (113,165)         117,310

Cash, beginning of period                            126,172            8,862

Cash, end of period                                   13,007          126,172

Supplemental disclosure of cash flow:

Cash paid for interest                               121,493                -

Cash paid for taxes                                        -                -

Schedule of non-cash investing and
financing activities:
1,050,000 common shares issued for prepaid
consulting services                                1,271,655                -

1,000,000 common shares cancelled
during renegotiation of 99.94% of
Top Sports, S.A. recorded as portion of
due to related parties                               (73,100)               -

Remaining consideration for 99.94%
acquisition of Top Sports, S.A.
recorded as portion of due
to related parties                                 2,973,996                -

6,000,000 common shares issued for
officer bonus payable                              4,800,000                -

8,000,000 common shares issued related
to acquisition of Powerclick, Inc.                 1,300,000                -

666,667 common shares issued for
accounts payable                                     550,000                -

203,865 common shares issued for
stock subscription payable                            81,546                -

18,710,000 common shares issued for
the acquisition of Isla Escondida, S.A.                    -        3,551,801

 2,165,000 common shares issued for the
acquisition of www.theArtAuction.com                       -          963,969

1,650,000 common shares issued for
joint venture                                              -          325,350

1,000,000 common shares issued for the
acquisition of a 50% interest in Top Sports, S.A.          -           73,100

9,400,000 common shares issued in
exchange for due from related party -
secured by Company's common stock                          -        2,836,411

716,966 common shares issued in
exchange for stock subscription receivable                 -          220,176

3,756,101 common shares issued for a 5%
stock dividend                                             -        1,056,216

1,589,397 common shares issued for
principal payments on long-term debt                       -          300,000

Acquisition of investment in exchange
For due from related party - secured by
Company's common stock                                     -          706,810

See Accompanying Notes to Financial Statement

                              eCONNECT
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business - eConnect (the "Company") currently has
two divisions.  The first division is focused on the development
of the Personal Encrypted Remote Financial Electronic Card
Transactions ("PERFECT") industry, which consists of the fully
operational terminal, the eCash Pad, effecting Internet ATM card
with PIN and credit card and smart card transactions, and
generating a fee per transaction for the Company.  The second
division is the development of PERFECT gaming services for online
gaming companies by the usage of either same as cash ATM card
with PIN entry or smart card payments using the Internet as the
medium.  The Company's present gaming operations consists of walk
in sports book locations in the Dominican Republic.

History - eConnect (formerly Betting, Inc.) was originally
incorporated in the State of Missouri on September 1, 1981 under
the name of Handy-Top, Inc.  The Company underwent several name
changes until May 1993, when it changed its name to Leggoons,
Inc. and continued as a shell corporation with no business operations.

In February 1997, the Company entered into an agreement to
license assets from Electronic Transaction Technology ("ET&T"),
formerly known as Home Point of Sales, Inc., for the purpose of
licensing certain technology for the development of PERFECT.
ET&T is a privately held corporation with a majority interest
owned by Thomas S. Hughes, President of the Company.  This
technology developed by ET&T would provide consumers with the
option to instantly pay bills or make purchases from home with
real-time cash transactions.  In March 1997, Thomas S. Hughes,
Chairman of ET&T, was elected the Chairman and President of the
Company and concurrently changed the Company's name to Betting, Inc.

In May 1999, an Agreement and Plan of Merger was consummated
between the Company and Betting, Inc., a non-operating privately
held Nevada corporation ("Betting-Nevada") to effectuate re-
domicile of the Company to the State of Nevada, whereby no shares
were issued between companies.  Under generally accepted
accounting principles, the merger with Betting-Nevada is
considered to be a reorganization in substance, rather than a
business combination since Betting-Nevada had no assets,
liabilities or operations, and the Company has since re-domiciled
in the State of Nevada through Betting-Nevada.  Accordingly, the
accounting for the merger has been recorded at historical cost in
a manner similar to a pooling of interests ("as-if pooling of
interest accounting"), and no goodwill was recorded.

In June 1999, a Certificate of Amendment to the Articles of
Incorporation changed the name of the Company to eConnect.  In
November 2000, a Certificate of Amendment to the Articles of
Incorporation was filed with the Nevada Secretary of State
further increasing the number of authorized common stocks to
300,000,000.

Business combinations and investments - The business combinations
have been accounted for under the purchase method of accounting,
therefore the Company includes the results of operations of the
acquired business from the date of acquisition.  Net assets of
the company acquired are recorded at fair value as of the date of
acquisition.  The excess of the acquired business' purchase price
over the fair value of its tangible and identifiable intangible
assets is then included in goodwill in the accompanying
consolidated balance sheet.

Investments in affiliated entities in which the Company has the
ability to exercise significant influence, but not control, and
generally is an ownership interest of the investee's voting stock
between 20% and 50%, are accounted for under the equity method of
accounting. Accordingly, under the equity method of accounting,
the Company's share of the investee's earnings or losses are
included in the consolidated statements of operations.  The
Company records its investments accounted for under the equity-
method as "Investment in equity-method investee" on the
consolidated balance sheet and its share of the investee's
earnings or losses in "Earnings or loss on equity-method
investees" on the consolidated statement of operations.  The
portion of the Company's investment in an investee that exceeds
its claim of the net assets of the investee, if any, is treated
as goodwill and amortized over a period of three years.

Principles of consolidation - The consolidated financial
statements include the accounts of the Company and its
subsidiaries.  All significant intercompany balances and
transactions have been eliminated.

Definition of fiscal year - The Company's fiscal year end is December 31.

Reclassification - Certain prior year balances have been
reclassified to conform to the current year presentation.

Use of estimates - The preparation of consolidated 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 consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period.  Actual results
could differ from those estimates.

Goodwill and intangible assets - Goodwill represents the excess
of an acquired business' purchase price over the fair value of
its assets, resulting from business acquisitions accounted for
under the purchase method.  Goodwill is presented net of related
accumulated amortization and is being amortized over the
estimated useful life.

Goodwill and intangible assets (continued)

The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the
estimated useful life of goodwill and intangible assets or
whether the remaining balance of goodwill and intangible assets
should be evaluated for possible impairment.  The Company uses an
estimate of the related undiscounted cash flows over the
remaining life of the goodwill and intangible assets in measuring
their recoverability.

Fair value of financial instruments - The carrying amounts for
the Company's cash, accounts receivable, due to/from related
party, accounts payable, accrued interest, accrued liabilities,
due to consultants, advance on equity funding line and notes
payable approximate fair value due to the short-term maturity of
these instruments.

Earnings (loss) per share - Basic earnings (loss) per share
excludes any dilutive effects of options, warrants and
convertible securities.  Basic earnings (loss) per share is
computed using the weighted-average number of outstanding common
stocks during the applicable period.  Diluted earnings per share
is computed using the weighted average number of common and
common stock equivalent shares outstanding during the period.
Common stock equivalent shares are excluded from the computation
if their effect is antidilutive.

Income taxes - The Company accounts for its income taxes in
accordance with Statement of Financial Accounting Standards No.
109, which requires recognition of deferred tax assets and
liabilities for future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
and tax credit carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.  The effect
on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.

As of December 31, 2000, the Company has available net operating
loss carryovers of approximately $34 million that will expire in
various periods through 2020.  Such losses may not be fully
deductible due to the significant amounts of non-cash service
costs and the change in ownership rules under Section 382 of the
Internal Revenue Code.  The Company has established a valuation
allowance for the full tax benefit of the operating loss
carryovers due to the uncertainty regarding realization.

Comprehensive income (loss) - The Company has no components of
other comprehensive income.  Accordingly, net loss equals
comprehensive loss for all periods.

Segment information - The Company discloses segment information
in accordance with Statements of Financial Accounting Standards
("SFAS") No. 131, "Disclosures about Segments of an Enterprise
and Related Information," which uses the Management approach to
determine reportable segments.

Advertising costs - The Company recognizes advertising expenses
in accordance with Statement of Position 93-7 "Reporting on
Advertising Costs."  Accordingly, the Company expenses the costs
of producing advertisements at the time production occurs, and
expenses the costs of communicating advertisements in the period
in which the advertising space or airtime is used.  Internet
advertising expenses are recognized based on the terms of the
individual agreements, generally over the greater of the number
of impressions delivered over the total number of contracted
impressions, or a straight-line basis over the term of the
contract.  Advertising costs of approximately $50,000 and
$226,000 were incurred for the years ended December 31, 1999 and
2000, respectively.

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.

Expenses of offering - The Company accounts for specific
incremental costs directly to a proposed or actual offering of
securities as a direct charge against the gross proceeds of the offering.

Stock-based compensation - The Company accounts for stock-based
employee compensation arrangements in accordance with provisions
of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and complies with the
disclosure provisions of SFAS No. 123, "Accounting for Stock-
Based Compensation."  Under APB No. 25, compensation expense is
based on the difference, if any, on the date of the grant,
between the fair value of the Company's stock and the exercise
price.  The Company accounts for stock issued to non-employees in
accordance with the provisions of SFAS No. 123 and the Emerging
Issues Task Force ("EITF") Issue No. 96-18.

New accounting pronouncements - In June 1998, the Financial
Accounting Standards Board issued SFAS No.133, "Accounting for
Derivative Instruments and Hedging Activities."  SFAS No. 133
requires companies to recognize all derivatives contracts as
either assets or liabilities in the balance sheet and to measure
them at fair value.  If certain conditions are met, a derivative
may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging
derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to
the hedged risk or (ii) the earnings of

New accounting pronouncements (continued)

the hedged forecasted transaction.  For a derivative not
designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.  SFAS No. 133, as
amended by SFAS No. 137, is effective for all quarters of fiscal
years beginning after June 15, 2000.

2.  FIXED ASSETS

Fixed assets consist of the following as of December 31, 2000:

Furniture and fixtures                 $   207,790
Computers, equipment and software          203,088
Leasehold equipment                         86,979
                                           497,857
Less: accumulated depreciation              54,122

Fixed assets, net                      $   443,735

3.  INVESTMENTS

Isla Escondida, S.A. - The Company initiated an acquisition of
Isla Escondida, S.A. during 1999.  This acquisition was recorded
using the purchase method of accounting under APB No. 16.  The
results of operations for the acquired company have been included
in the financial results of the Company from the date of such
transaction forward.

In accordance with APB No. 16, all identifiable assets were
assigned a portion of the cost of the acquired company (purchase
price) on the basis of their respective fair values.  Intangible
assets were identified and valued by considering the Company's
intended use of the acquired assets and analysis of data
concerning products, technologies, markets, historical
performance, and underlying assumptions of future performance.
The economic environment in which the Company and the acquired
company operate were also considered in the valuation analysis.

In August 1999, the Company completed its acquisition of Isla
Escondida, S.A. (hereafter "777WINS"), a Costa Rica Corporation
with the ability to provide on-line gaming through its website
portal www.777WINS.com.  In connection with the acquisition, the
Company issued 18,710,000 shares of the Company's common stock.
Substantially the entire purchase price, approximately
$3,552,000, was allocated to goodwill, which was being amortized
on a straight-line basis over the estimated useful life of three years.

As of December 31, 1999, the Company evaluated the balance and
useful life of goodwill related to 777WINS and determined that
approximately $3,302,000 had no future benefit and, accordingly,
recorded a loss on investment for the same amount.  As of
December 31, 2000, the Company reevaluated the balance and useful
life of the remaining goodwill related to 777WINS and determined
an impairment on such goodwill since the operations have not
commenced nor does the Company anticipate it will ever commence.
Accordingly, the Company recorded a loss for the remaining
unamortized goodwill balance related to 777WINS approximating
$139,000 since there is no future benefit.

During 2000, the Company cancelled 10,500,000 shares of the
Company's common stock related to the fiscal year 1999
acquisition of 777WINS.  The Company renegotiated the terms of
the acquisition of 777WINS primarily due to lack of performance
of 777WINS.  The cancellation of common stock has been reflected
as other income of $984,375, see Note 13 for additional discussion.

Top Sports, S.A. - In December 1999, the Company acquired 50% of
the outstanding capital stock of Top Sports, S.A. ("Top Sports")
in consideration of $35,000, 1,000,000 shares of the Company's
common stock and 2,000,000 warrants to purchase common stock for
$0.40 per share for a total value of $108,100, of which $85,319
was comprised of goodwill.  During 2000, the Company renegotiated
the terms of the acquisition agreement, whereby the Company
agreed to issue an additional 1,000,000 shares valued at
$235,160.  As of December 31, 2000 200,000 of these additional
shares have been issued.  In April 2000, the Company acquired an
additional 49.94% of Top Sports in consideration of 3,000,000
shares of the Company's common stock and 1,000,000 warrants to
purchase common stock for $1.00 per share for a total value of
$2,785,867, see Note 14.  This acquisition was recorded using the
purchase method of accounting under APB No. 16.  The Company's
equity interest in Top Sports' loss for the period from January
1, 2000 through March 31, 2000 has been recorded as a loss on
equity-method investees totaling $200,668.  The results of
operations from April 1, 2000 through December 31, 2000 for the
acquired company has been included in the financial results of
the Company.

During fiscal year 2000, the Company cancelled 1,000,000 shares
of its common stock related to the fiscal year 1999 acquisition
of Top Sports.  The cancellation was a result of the renegotiated
terms of the acquisition agreement which called for the
cancellation of the original shares issued in 1999 and for the
issuance of new shares as discussed above.

In accordance with APB No. 16, all identifiable assets were
assigned a portion of the cost of the acquired company (purchase
price) on the basis of their respective fair values.  Intangible
assets were identified and valued by considering the Company's
intended use of the acquired assets and analysis of data
concerning products, technologies, markets, historical
performance, and underlying assumptions of future performance.
The economic environments in which the

Top Sports, S.A. (continued)

Company and the acquired company operate were also considered in
the valuation analysis. As of December 31, 2000, the Company
evaluated the unamortized balance and useful life of goodwill
related to Top Sports and determined the balance had no future
benefit and, accordingly, recorded a loss on investment for
$2,788,000.

Powerclick, Inc. - In February 2000, the Company acquired 50% of
the outstanding capital stock of Powerclick, Inc. ("Powerclick")
in consideration of $750,000 and 8,000,000 shares of the
Company's common stock valued at $1,300,000 for an aggregate
investment of $2,050,000 which is principally comprised of
goodwill.  The Company's equity interest in Powerclick's loss has
been recorded as a loss on equity-method investees totaling
$402,770 as of December 31, 2000.

As of December 31, 2000, the Company evaluated the unamortized
balance and useful life of goodwill related to Powerclick and
determined the balance had no future benefit and, accordingly,
recorded a loss on investment for approximately $1,235,000.

During June 2000, 200,000 shares of common stock valued at
$1,950,000 were issued to Powerclick, Inc. stockholders for
consulting services and expensed as of December 31, 2000.

www.theArtAuction.com - In September 1999, the Company acquired
www.theArtAuction.com ("ArtAuction") from Powerclick, Inc., a
domain name and website portal, to provide on-line art auctions.
In connection with the acquisition, the Company issued 2,165,000
shares of the Company's common stock to Powerclick, Inc.
Substantially the entire purchase price, approximately $964,000,
was allocated to other intangibles.

As of December 31, 1999, the Company's management has evaluated
and determined that approximately $764,000 of this investment has
no future benefit, accordingly, the Company recorded a loss on
investment for the same amount.  As of December 31, 2000, the
Company reevaluated the balance and useful life of remaining
goodwill related to ArtAuction and determined the entire balance
had no future benefit and, accordingly, recorded a loss on
investment for approximately $116,000.

eConnect Caribbean, S.A. - eConnect Caribbean, S.A. ("eConnect
Caribbean") was organized under the laws of the Dominican
Republic and serves as the Company's Latin American headquarters
for all e-commerce transactions.  The Company owns 75% of the
outstanding capital shares with the remaining 25% owned by
eConnect Caribbean's managing director.  eConnect Caribbean is in
the start-up phase, therefore no revenue has been recorded and
start-up costs of $253,213 have been expensed.  The formation of
this subsidiary was recorded using the

eConnect Caribbean, S.A. (continued)

proportional consolidation method.  The consolidated financial
statements include 100% of the assets and liabilities of the
subsidiary and the ownership interest of the minority
participant, recorded as "Minority interest in consolidated
subsidiary."

Intangible asset, net - In February 1997, the Company entered
into an agreement for the exclusive 20-year license of certain
assets of ET&T.  In satisfaction of the agreement terms, the
Company reduced the balance due from related party - secured by
the Company's common stock by approximately $707,000 based upon
the historical value of this license based upon the amount of
research and development costs incurred by ET&T.  This other
intangible is being amortized on a straight-line basis over three
years based upon management's estimated useful life of such
asset.  Amortization expense for the years ended December 31,
2000 and 1999 approximated $235,600 and $78,700, respectively.

National Data Funding Corporation - In connection with a "Letter
of Intent", a non-binding agreement with National Data Funding
Corporation (NDFC), the Company deposited (non-refundable)
$250,000.  The Letter of Intent requires the Company to pay the
stockholders of NDFC $10,000,000, 10,000,000 shares of the
Company's common stock in exchange for 100% ownership, and
contribute to NDFC $1,000,000 and 1,000,000 shares of the
Company's common stock for working capital.  Pursuant to the
"Letter of Intent", the Company is required to "spin off" NDFC as
a publicly traded company in which the Company will retain a 25%
ownership.  The Letter of Intent expired on September 1, 2000.
During September 2000, the Company evaluated and determined the
deposit of $250,000 of this investment has no future benefit,
accordingly, the Company recorded a loss on investment for the
same amount.

In October 2000, the Company entered into an Agreement for Sale
and Plan of Reorganization ("NDFC Agreement") requiring the
Company to pay the stockholders of NDFC $10,000,000, 10,000,000
shares of the Company's common stock in exchange for 50%
ownership, and contribute to NDFC $1,000,000 and 1,000,000 shares
of the Company's common stock for working capital.  Pursuant to
the NDFC Agreement, the Company is required to make a bona fide
and good faith effort to spin off NDFC as a publicly traded
company in which the Company will retain approximately a 28%
ownership.  The Company was required to complete the terms of the
NDFC Agreement on October 31, 2000 ("Closing Date").  The Company
did not complete the NDFC Agreement on the Closing Date.  Certain
provisions within the NDFC Agreement provided for an extension
through January 2, 2001, however the Company did not complete the
terms of the NDFC Agreement within the extension date.  The
Company plans to continue its negotiation for the acquisition of NDFC.

4.  COMMON STOCK ISSUED FOR PREPAID CONSULTING SERVICES

As of December 31, 2000, the Company issued 1,050,000 shares of
its common stock to Richard Epstein (a shareholder) for
consulting services to be rendered in the future.  Accordingly,
the Company recorded a value of $1,271,655 as prepaid consulting
services at December 31, 2000.  The Company will expense this
prepaid consulting service when such services have been
considered rendered.  The Company believes that such services
will be fully rendered by fiscal year ended 2001.

5.  PURCHASED SOFTWARE

Purchased software represents licenses to use the Connex Software
System used in processing e-commerce transactions.  The system
will be installed in the Dominican Republic (currently in
process), Ireland, Hong Kong and Australia.  The licenses have
been valued at approximately $2,169,000 and is being amortized on
a straight-line basis over three years based upon management's
estimated useful life of such asset.  Amortization expense for
the year ended December 31, 2000 approximated $656,000

6.  ACCRUED LIABILITIES

As of December 31, 2000, accrued liabilities totaling $3,033,372
are comprised of the following balances:

Accrued interest                           $1,225,971
Employee signing bonus (see Note 11)           75,000
Financing fee                                 318,176
Purchased software liability (see Note 5)   1,336,144
License fees                                   78,081
       Total accrued liabilities           $3,033,372

7.  DUE TO CONSULTANTS

As of December 31, 2000, due to consultants totaling $2,020,447
relate to various individuals.  These individual will be
renumerated with 2,400,000 shares of the Company's common stock.
As discussed in Note 19, the Company has issued such shares
during the first quarter of fiscal year 2001.

8.  ADVANCE ON EQUITY FUNDING LINE

As of December 31, 2000, advances on equity funding line totaling
$206,600 relates to advances from Alpha Venture Capital, Inc.
related to the Regulation D Common Stock Private Equity Line
Subscription Agreement as discussed in Note 10.  The advances are
due on demand and bear no interest.  The Company plans on
converting these advances as a draw on the Regulation D Common
Stock Private Equity Line Subscription Agreement in fiscal year 2001.

9.  NOTES PAYABLE

As of December 31, 2000, notes payable totaling $2,672,906 are
comprised of the following:

Promissory notes from various individuals, secured by Company
assets, due on demand, bearing annual interest rate of 120%   $602,500

Promissory note from an individual, secured by Company assets,
  due on demand, bearing annual interest rate of 10%           121,905

Promissory note from various individuals, secured by Company
  assets, due on demand, bearing annual interest rate of 120% 1,948,501

    Total notes payable                                      $2,672,906

10.  STOCK SUBSCRIPTION RECEIVABLE

In September 1999, the Company entered into a Regulation D Common
Stock Private Equity Line Subscription Agreement ("Subscription
Agreement") with Alpha Venture Capital, Inc. ("Alpha").  The
Subscription Agreement entitles the Company to draw funds up to
$5,000,000 from issuance of its common stock for an amount equal
to 80% of the market value at the time of each draw request,
expiring September 2000, subject to certain terms and conditions.
The Subscription Agreement required the Company to deliver an
aggregate of 1,000,000 five year warrants to purchase its common
stock at an exercise price equal to 80% of the closing bid price
on the execution of this agreement as a commitment fee.
Furthermore, the Company is required to deliver to Alpha up to a
maximum of 500,000 warrants on a pro rata basis in conjunction
with the draw request, exercisable at the closing bid price at
the date  of each draw request.  In October 2000, the Company was
granted a one-year extension on its Subscription Agreement with
one automatic six-month extension and an overall increase in
funds it may draw by an additional $5,000,000.  Pursuant to the
October 2000 extension, the Company is required to deliver an
aggregate of 2,000,000 five year warrants to purchase its common
stock at an exercise price equal to 80% of the closing bid price
on the execution of this extension.  Furthermore, the Company is
required to deliver to Alpha up to a maximum of 1,571,428
warrants on a pro rata basis in conjunction with the draw request,
exercisable at the closing bid price at the date  of each draw request.
The Company is assessed a placement fee, as provided within the
Subscription Agreement, for funds drawn, which is equal to 8% of each draw.

As of December 31, 2000, the Company has drawn $7,773,000 of the
available $10,000,000, and issued approximately 22,900,000 of
shares of its common stock in conjunction with this Subscription
Agreement during fiscal year 2000 of which approximately
6,600,000 of these shares were held by Alpha for future advances
on the Subscription Agreement.  Accordingly, the 6,600,000 shares
of the Company's common stock held by Alpha is deemed unissued
since no consideration has been given for such shares and are not
reflected as part of the outstanding shares of the Company's
common stock at December 31, 2000.  As of December 31, 2000, the
Company recorded the commitment and placement fees as direct
charges to the gross proceeds from this Subscription Agreement
for approximately $2,331,000.  During fiscal year 2000, Alpha
exercised approximately 3,050,000 warrants of the total 5,071,000
granted related to the Subscription Agreement.

In December 2000, the Company entered into an additional
Regulation D Common Stock Private Equity Line Subscription
Agreement ("Subscription Agreement No. 2") with Alpha as noted
above.  The Subscription Agreement No. 2 entitles the Company to
draw funds up to $15,000,000 from issuance of its common stock
for an amount equal to 82% of the market value for the five
business days immediately following the draw request date,
expiring December 2001 with one automatic twelve month extension
if at least 20% of the subscription amount is drawn during the
first six months as of the agreement date, subject to certain
terms and conditions.  The Subscription Agreement No. 2 requires
the Company to file a registration statement on Form SB-2 with
the Securities and Exchange Commission ("Registration Statement")
for the registration of common stock for future issuance related
to the Subscription Agreement No. 2.  The Subscription Agreement
No. 2 also requires the Company to deliver an aggregate of
2,000,000 five year warrants to purchase its common stock at an
exercise price equal to the lesser of 40% of the closing bid
price of the Company's common stock at the agreement date or 40%
of the average five day closing bid price as of the date of the
effectiveness the Registration Statement.  Furthermore, the
Company is required to deliver to Alpha up to a maximum of
1,000,000 warrants on a pro rata basis in conjunction with the
draw request, exercisable at the closing bid price at the date
of each draw request.  The Company is assessed a placement fee,
as provided within the Subscription Agreement No. 2, for funds
drawn, which is equal to 8% of each draw.  As of December 31,
2000, the Company has not drawn upon the Subscription Agreement
No. 2.  Furthermore, no warrants were exercised of the total
3,000,000 warrants granted related to the Subscription Agreement
No. 2.

11.  EMPLOYMENT AGREEMENT

During fiscal year 2000, the Company entered into an employment
agreement with its principal accountant.  The agreement has a
term through June 5, 2002.  The agreement provides for a base
compensation of approximately $260,000 and performance based
increases.  Furthermore, the agreement provided a signing bonus
comprised of a stock option for 750,000 shares of the Company's
common stock at an exercise price of 25% of the prevailing market
price; and a warrant for 250,000 shares of the Company's common
stock at a strike price of $1.00; and cash of $100,000.  The
Company recorded a stock based compensation approximating
$211,000 related to the stock options for 750,000 shares since
the strike price was below fair value at the grant date in
accordance with APB No. 25.  The Company has paid $25,000 of the
cash portion of the signing bonus and the remaining $75,000 was
recorded as an accrued liability as of December 31, 2000.

12.  STOCK OPTIONS AND WARRANTS

Employee stock options and warrants - During fiscal year 2000,
the Company granted options and warrants for 6,800,000 shares of
its common stock with an weighted average strike price of $0.16
per share.  Certain stock options and warrants were granted in
connection with an employment agreement entered into during
fiscal year 2000, see Note 11.  Certain stock options and
warrants were exercisable upon grant and have a life ranging from
4 year to indefinitely.  The following table summarizes the
Company's employee stock options and warrants activity:

                                            Number        Weighted
                                              Of           Average
                                            Warrants      Exercise Price
Balance, January 1, 2000                           -                -
Warrants granted and assumed               6,800,000             0.16
Warrants canceled                                  -                -
Warrants expired                                   -                -
Warrants exercised                                 -                -

Balance, December 31, 2000                 6,800,000      $      0.16

Pro forma disclosure - SFAS No. 123 requires companies that
follow APB No. 25 to provide a pro forma disclosure of the impact
of applying the fair value method of SFAS No. 123.  Accordingly,
had compensation cost been recognized based on the fair value at
the date of grant for employee options granted in fiscal year
2000, the pro forma amounts of the Company's net loss and net
loss per share for the year ended December 31, 2000 would have
been as follows:

                                                  December 31,2000
Net loss - as reported                              $(114,661,887)
Net loss - pro forma                                $(117,717,053)
Basic and diluted loss per share - as reported             $(0.66)
Basic and diluted loss per share - pro forma               $(0.68)

The Company estimates the fair value of stock option and warrant
granted to employees using the Black-Scholes option pricing-model
with the following assumptions used for grants in 2000 using
specific grant dates; no dividend yield; expected volatility of
318%;  risk free interest rates of 5.59%; and expected lives of
1.5 years for all non-employee stock warrants.

$0.40 Stock warrants - During fiscal year 1999, the Company
granted approximately 13,770,000 stock warrants with an exercise
price of $0.40 ($0.40 warrants) per share for its common stock.
These stock warrants were granted in connection with common stock
sold during fiscal year 1998 and 1999, and consulting services
rendered to the Company during fiscal year 1999.  These stock
warrants were exercisable upon issuance and expired on December
31, 2000.  The following table summarizes the Company's $0.40
warrants activity:

                                              Number
                                                 Of        Exercise
                                              Warrants       Price

Balance, December 31, 1998                           -     $      -
Warrants granted and assumed                13,770,000         0.40
Warrants canceled                                    -            -
Warrants expired                                     -            -
Warrants exercised                                   -            -

Balance, December 31, 1999                  13,770,000         0.40

Warrants granted and assumed                         -            -
Warrants canceled                                    -            -
Warrants expired                             3,485,000         0.40
Warrants exercised                          10,285,000         0.40

Balance, December 31, 2000                           -            -

$0.50 Stock warrants - During the year ended December 31, 2000,
the Company granted approximately 500,000 stock warrants with an
exercise price of $0.50 ($0.50 warrants) per share of its common
stock.  These stock warrants were granted in connections with
consulting services rendered to the Company during fiscal year
ended 2000.  These stock warrants were exercisable upon issuance
expiring in May 2005.  The following table summarizes the
Company's $0.50 stock warrants activity:

                                              Number
                                                Of         Exercise
                                              Warrants       Price

Balance, January 1, 2000                             -     $      -
Warrants granted and assumed                   500,000         0.50
Warrants canceled                                    -            -
Warrants expired                                     -            -
Warrants exercised                                   -            -

Balance, December 31, 2000                     500,000         0.50

The Company estimates the fair value of $0.50 warrants granted to
consultants by using the Black-Scholes option pricing-model with
the following assumptions used for grants in 2000 using specific
grant dates; no dividend yield; expected volatility of 286%;
risk free interest rates of 6.41%; and expected lives of 1.5
years for all non-employee stock warrants.  Accordingly, the
Company recorded financing costs under SFAS No. 123 relating to
non-statutory stock options that became exercisable upon grant in
2000 for approximately $276,000 as of December 31, 2000.

$1.00 Stock warrants - During the year ended December 31, 2000,
the Company granted approximately 22,140,000 stock warrants with
an exercise price of $1.00 ($1.00 warrants) per share of its
common stock.  These stock warrants were granted in connections
with common stock sold, and consulting services rendered to the
Company during fiscal year ended 2000.  These stock warrants were
exercisable upon issuance expiring at various dates ranging from
June 2002 through October 2003.  The following table summarizes
the Company's $1.00 stock warrants activity:

                                              Number
                                                Of         Exercise
                                              Warrants      Price

Balance, January 1, 2000                             -     $      -
Warrants granted and assumed                22,140,000         1.00
Warrants canceled                                    -            -
Warrants expired                                     -            -
Warrants exercised                                   -            -

Balance, December 31, 2000                  22,140,000     $   1.00

The Company estimates the fair value of $1.00 warrants granted to
consultants by using the Black-Scholes option pricing-model with
the following weighted average assumptions used for grants in
2000; no dividend yield; expected volatility of 280%;  risk free
interest rates of 6.2%; and expected lives of 1.5 years for all
non-employee stock warrants.  Accordingly, the Company recorded
consultant expenses under SFAS No. 123 relating to non-statutory
stock options that became exercisable upon grant in 2000 for
approximately $29,484,000 as of December 31, 2000.

Consultant options - During the year ended December 31, 2000, the
Company granted approximately 6,100,000 stock options for its
common stock to consultants in connection with consulting
services to the Company during fiscal year 2000.  The exercise
price of these stock options is $0.40 per share if exercised on
or before December 31, 2000; thereafter the exercise price will
be 25% of the fair market value on the date of the exercise.
Approximately 1,525,000 of these stock options are exercisable at
December 31, 2000.  The following table summarizes the Company's
consultant stock options activity:

                                              Number       Weighted
                                                Of          Average
                                              Options      Exercise
                                                            Price

Balance, January 1, 2000                            -      $      -
Options granted and assumed                 6,100,000          0.14
Options canceled                                    -             -
Options expired                                     -             -
Options exercised                                   -             -

Balance, December 31, 2000                  6,100,000     $    0.14

The weighted average exercise price of these options were based
on the 30 day average fair value at December 31, 2000  The
following table summarizes information about options outstanding
and exercisable at December 31, 2000:

         Shares Underlying Options Outstanding      Shares Underlying
                           Weighted                Options Exercisable
              Shares       Average                 Shares
            Underlying     Remaining     Weighted  Underlying   Weighted
              Options      Contractual   Average   Options      Average
Exercise    Outstanding    Life          Exercise  Exercisable  Exercise
Price                                    Price                  Price

   $0.14    6,100,000      4 years      $    0.14  1,525,000    $   0.14

Richard Epstein stock warrants - During the year ended December
31, 2000, the Company granted approximately 8,800,000 stock
warrants for its common stock to Richard Epstein in connection
with financing provided by Mr. Epstein to the Company during
fiscal year 2000.  The exercise price of these stock warrants
primarily range from $0.25 to $0.40.  Approximately 2,000,000 of
these stock warrants are exercisable at 50% below the closing bid
upon the date of exercise.  These stock warrants were exercisable
upon grant and will expire on June 2002 through September 2003.
The following table summarizes the Company's consultant stock
warrants activity:

                                              Number       Weighted
                                                Of         Average
                                              Warrants   Exercise Price

Balance, January 1, 2000                             -   $         -
Warrants granted and assumed                 8,800,000          0.48
Warrants canceled                                    -             -
Warrants expired                                     -             -
Warrants exercised                                   -             -

Balance, December 31, 2000                   8,800,000   $      0.48

The Company estimates the fair value of Mr. Epstein's stock
warrants by using the Black-Scholes option pricing-model with the
following assumptions used for grants in 2000 using specific
grant dates; no dividend yield; expected volatility of 295%;
risk free interest rates of 6.22%; and expected lives of 1.5
years for all non-employee stock warrants.  Accordingly, the

Company recorded financing costs under SFAS No. 123 relating to
non-statutory stock options that became exercisable upon grant in
2000 for approximately $4,672,000 as of December 31, 2000.

Paul Egan stock warrants - During fiscal year 1999 and 2000, the
Company granted 2,000,000 and 1,000,000, respectively, stock
warrants for its common stock to Paul Egan in connection with the
acquisition of Top Sports, S.A. with an exercise price ranging
from $0.40 to $1.00 expiring in April 2001, as discussed in Note
3.  The following table summarizes the Company's stock warrants
activity related to Mr. Egan:

                                              Number       Weighted
                                                Of          Average
                                              Warrants   Exercise Price

Balance, January 1, 1999                             -   $           -
Warrants granted and assumed                 2,000,000            0.40
Warrants canceled                                    -               -
Warrants expired                                     -               -
Warrants exercised                                   -               -

Balance, January 1, 2000                     2,000,000            0.40
Warrants granted and assumed                 1,000,000            1.00
Warrants canceled                                    -               -
Warrants expired                                     -               -
Warrants exercised                             500,000            0.40

Balance, December 31, 2000                   2,500,000   $        0.64

Alpha Venture Capital, Inc. stock warrants - As discussed in Note
10, a total of 8,071,00 stock warrants were granted during 1999
and 2000.  The following table summarizes the Company's stock
warrants activity related to Alpha Venture Capital, Inc.:

Alpha Venture Capital, Inc. stock warrants (continued)

                                              Number       Weighted
                                                Of          Average
                                              Warrants   Exercise Price

Balance, January 1, 1999                             -   $         -
Warrants granted and assumed                 1,500,000          0.22
Warrants canceled                                    -             -
Warrants expired                                     -             -
Warrants exercised                                   -             -

Balance, January 1, 2000                     1,500,000          0.22
Warrants granted and assumed                 6,571,000          0.44
Warrants canceled                                    -             -
Warrants expired                                     -             -
Warrants exercised                           3,050,000          0.20

Balance, December 31, 2000                   5,021,000   $      0.43

The following table summarizes information about warrants
outstanding and exercisable at December 31, 2000:


         Shares Underlying Options Outstanding      Shares Underlying
                           Weighted                Options Exercisable
              Shares       Average                 Shares
            Underlying     Remaining     Weighted  Underlying   Weighted
              Options      Contractual   Average   Options      Average
Exercise    Outstanding    Life          Exercise  Exercisable  Exercise
Price                                    Price                  Price

   $0.43    5,021,000      1.5 years     $   0.43  3,322,000    $   0.43

13.  CANCELLATION OF COMMON STOCK

During fiscal year 2000, the Company cancelled a total of
10,500,000 shares of its common stock.  As discussed in Note 3,
10,500,000 shares were cancelled related to the fiscal year 1999
acquisition of 777WINS.  The Company recorded a total of $984,375
as other income based on the original issuance price during
fiscal year 1999.

14.  RELATED PARTY TRANSACTIONS

Stockholder receivable - As of December 31, 2000, a stockholder
and former director of the Company borrowed $111,820.  The
balance is unsecured and due on demand.  The Company has reserved
an allowance for doubtful accounts and expensed as bad debt for
the entire balance at December 31, 2000.  However, the Company
will continue its effort in collecting the entire balance due
from this shareholder and former director.

Due to related parties - As of December 31, 2000, due to related
parties totaling $2,007,402 are comprised of the following:

Amounts due to ET&T related to the development of PERFECT  $   663,035

Advances from Alliance Equities (company controlled by Richard
Epstein, a shareholder of the Company), unsecured, bearing
annual Interest of 10% every three months, and due on demand  1,336,366

Consulting services liability due to Richard Epstein based
upon to the value of 5,000,000 shares of the Company's
common stock due to Mr. Epstein related a consulting
agreement as further discussed below                            983,475

Deposit related to the purchase of 2,000 eCash pads             250,000

Value of remaining 4,800,000 common stocks and warrants for
2,500,000 shares of the Company's common stock to be issued to
Paul Egan (a shareholder of the Company) related to the fiscal
year 1999 acquisition of Top Sports, S.A., see Note 3         2,973,996

Advances from Paul Egan, unsecured, due on demand, and bearing
no interest                                                     836,537

Total due to related parties                                 $7,043,409

Consulting agreements - In January of 2000, the Company entered
into a Consulting Services Agreement with Richard Epstein, a
shareholder of the Company.  Mr. Epstein has agreed to assist the
Company in developing a market for the usage of the eCash Pad for
a period of three years in exchange for 15,000,000 shares of the
Company's common stock.  The amount recorded as consulting
expense totaled $983,475 for the year ended December 31, 2000.
In January 2001, the Company issued Mr. Epstein 15,000,000 shares
of its common stock, see Note 19 for further discussion.

In February 2000, the Company entered into another Consulting
Services Agreement with Mr. Epstein.  Mr. Epstein agreed to
provide consulting services related to future mergers and
acquisitions in behalf of the Company for a period of 2 years in
exchange for 300,000 shares of the Company's common stock
monthly.  The Company recorded consulting expenses of $3,996,630
for the year ended December 31, 2000.  During fiscal year 2000,
the Company issued a total of 1,050,000 shares of the its common
stock in advance of such services having been rendered.
Accordingly, the Company has recorded a prepaid consulting
services of $1,271,655 related to such advance issuances as of
December 31, 2000.

Employee bonus - In January 2000, the Company issued 6,000,000
shares of the Company's common stock to satisfy a $4,800,000
bonus payable to Thomas S. Hughes, Chief Executive Officer and
Director, incurred during fiscal year 1999.

Due from related party - secured by Company's common stock - As
of December 31, 2000, due from related party - secured by
Company's common stock consists of $4,835,717 which has been
fully reserved as an allowance for doubtful accounts and expensed
as bad debt.  This amount relates to a combination of
approximately 21% cash and 79% common stock issuance to Thomas S.
Hughes and ET&T during fiscal year 1999 and 2000.

15.  STOCK BASED COMPENSATION

As of December 31, 1999 and 2000, the Company incurred expenses
resulting from stock warrants and common stock issued totaling
$10,886,992 and $83,441,832, respectively.  The following table
summarizes the Company's stock based compensation activities
based on the accounts shown on the consolidated statements of
operations:

                                       December 31          December 31
                                           1999                  2000
Consulting                             $  3,609,980         $ 66,496,629
Public relations                            189,180            2,677,381
Research and development                  1,644,072            3,001,042
Wages                                     4,800,000            2,562,494
Investor relations                                -            1,173,395
Financing fees                                    -            4,671,559
Professional fees                                 -              639,903
Interest expense                            643,760            2,219,429

Total stock based compensation         $ 10,886,992         $ 83,441,832

16.  COMMITMENTS AND CONTINGENCIES

Legal proceedings - During fiscal year 2000, a class action
litigation was filed asserting the Company and Thomas S. Hughes
(an officer and director of the Company), as well as the
directors of the Company (in certain actions), have violated
Section 10(b) of the Exchange Act (false or misleading statements
and omissions which deceived stock purchasers) and also Section
20(a) of the Exchange Act (liability as a "controlling person"
with respect to a primary violation of securities laws).  The
principal allegations concern various material misrepresentations
and omissions which allegedly made the Company's public
statements, on and after November 18, 1999, false and misleading;
and artificially inflated the market for the Company's common
stock.  The Company reached a settlement in principle with the
plaintiffs, pursuant to which $350,000 was paid to plaintiffs'
counsel to be held in escrow during fiscal year 2000.  A warrants
component of the settlement is still being finalized with the
plaintiffs' counsel which will calls for the issuance of
5,000,000 stock warrants of the Company's common stock
exercisable over ten years from the date of issuance with a
strike price of $1.00 per share.  The Company anticipates that
the settlement will be negotiated in full by the second quarter
in fiscal year 2001.  The Company has recorded the 5,000,000
stock warrants as a legal settlement expense totaling $1,451,959
as of December 31, 2000.

On March 22, 2000, the Company consummated an amended and
restated employment agreement with an individual and his firm to
act as outside counsel for the Company.  On April 14, 2000, the
Company terminated this individual and his firm as outside
counsel.  Based upon the amended and restated employment
agreement, the remaining compensation for the term of this
agreement will be due immediately upon the termination of this
individual and his firm as outside counsel if terminated for
reasons other than good cause.  In addition, any common stock and
stock warrants granted through the term of this agreement will be
considered due in the event of termination for reasons other than
good cause.  Accordingly, the termination of this individual and
his firm, for reasons other than good cause, may potentially
expose the Company to incur a liability of approximately $700,000
for the remaining portion of unpaid compensation for the first,
second and third years of this agreement.  Furthermore, the
termination may have accelerated the vesting of the granted
common stock and stock warrants consisting of 600,000 common
stocks and 600,000 warrants exercisable at $1.00 per share.  The
Company's management believes that the termination of this
individual and his firm was in good cause and intends to defend
itself in this matter vigorously.

On March 21, 2000, the Company consummated an amended employment
agreement with an individual for the position of President and
Chief Operating Officer for the Company.  On April 17, 2000, the
Company terminated this individual as President and Chief
Operating Officer of the Company.  Based upon the amended
employment agreement, the remaining salary for the term of this
agreement, will be due within 30 days upon the termination of
this individual if terminated for reasons other than good cause.
In addition, through the date of termination, all of
the granted stock options and warrants will vest and be
exercisable for their entire term.  Accordingly, the termination
of this individual, for reasons other than good cause, may
potentially expose the Company to incur a liability of
approximately $1,260,000 for the remaining portion of unpaid
salary for the first, second, third, and fourth years of this
agreement.  Furthermore, the termination may have accelerated the
vesting of the granted stock options and warrants consisting of
1,000,000 warrants exercisable at $1.00 per share, 6,000,000
stock options exercisable at $0.40 per share, and 1,500,000 stock
options exercisable at the lowest average daily trading price of
the Company's common stock within the first 90 days of the
executive's employment.  On March 21, 2001, the former President
and Chief Operating Officer for the Company filed a complaint for
breach of contract and specific performance.  The complaint is
seeking $1,260,000, 1,000,000 warrants to purchase 1,000,000
shares for $0.40 per share and vested options to purchase
6,000,000 shares for $0.40 per share.  The Company's management
believes that the termination of this individual was in good
cause and intends to defend itself in this matter vigorously.

On September 5, 2000, a consultant filed a complaint for breach
of an oral contract, money owed, and fraud against the Company,
and Thomas Hughes, alleging that the consultant and the Company
entered into an oral contract whereby the consultant was to
perform marketing and product development services for the
Company.  The consultant claims that an amount totaling $128,590
is due to him by the Company.  The Company's management believes
that this complaint is without merit and intends to defend itself
in this matter vigorously.

While the results of these matters cannot be predicted with
certainty, the Company's management believes that losses, if any,
resulting from the ultimate resolution of these matters will not
have a material adverse effect on the Company's consolidated
results of operations, cash flows or financial position.
However, unfavorable resolution could affect the consolidated
results of operations or cash flows for the years in which they
are resolved.

Leased facilities - The Company operates from leased facilities
under a noncancellable operating leases.  The Agreements call for
an annual base rent of approximately $146,000 with a variable
escalation rate.  As of December 31, 2000, total rent expense for
the leased facilities approximated $95,000.  Future minimum
rental payments required under the operating lease for the office
facility as of December 31, 2000, are as follows:

2001          $  141,000
2002             125,000
2003              49,000

              $  315,000

17.  OTHER MATTERS

On March 12, 1999, the Securities and Exchange Commission ("SEC")
filed a complaint alleging the Company had failed to make
available to the investing public current and accurate
information about its financial condition and results of
operations through the filing of periodic reports with the SEC as
required by the Securities Exchange Act of 1934.  The SEC sought
to compel the Company to file the delinquent periodic reports and
enjoin the Company from further violations of the Exchange Act of
1934.  The Company consented to the entry of a Final Judgment
granting the relief sought by the SEC.

On March 13, 2000, the SEC ordered a ten days suspension in
trading of the Company's common stock on the Over-the-Counter
Bulletin Board ("OTCBB").  This trading suspension was taken in
connection with an investigation of the Company by the SEC.  The
Company's common stock resumed trading on March 27, 2000;
however, from that date through October 31, 2000, the Company's
common stock traded on the Pink Sheets LLC (symbol "ECNC") since
the company's common stock was delisted on that date from the
OTCBB due to the trading suspension.

In August, 2000, a market maker, on behalf of the Company, filed
with the NASD Stock Market, Inc. an application for the Company's
common stock to be relisted for trading on the OTCBB.  The
Company's application with the NASD was accepted and trading of
its common stock on the OTCBB commenced on November 1, 2000.

18.  GOING CONCERN

The Company incurred a net loss of approximately $115,000,000 for
the year ended December 31, 2000.  The Company's liabilities
exceed its assets by approximately $14,517,000, and current
liabilities exceed its current assets by approximately
$17,059,000 as of December 31, 2000.  These factors create an
uncertainty 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 to generate
future revenues.  The Company will also seek additional sources
of capital through a combination debt equity financing and
issuance of equity for approximately $20,000,000, 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.

19.  SUBSEQUENT EVENTS

In March 2001, the Company entered into an agreement with a
Alliance Equities (controlled by Richard Epstein) which would
provide borrowings up to $7,000,000 as a line of credit.  The
agreement provides the Company a line of credit through December
31, 2002, interest at 12% annually, maturing on December 31, 2002.

In January 2001, the Company issued 16,800,000 shares of its
common stock to Richard Epstein related to consulting agreements
as discussed in Note 14.  A total of 5,000,000 shares relate to
satisfaction of a Company obligation to Mr. Epstein totaling
$983,475 at December 31, 2000, see Note 14.  The remaining
11,800,000 shares were issued in advance and has been recorded by
the Company as prepaid consulting services during this period
approximating $4,147,000.

During January 2001 through March 2001, the Company issued
approximately 2,525,000 of shares of its common stock for
services to various individuals.  Approximately 2,400,000 shares
related to due to consultant liability incurred fiscal year 2000.

In March 2001, the Company issued 12,307,692 shares of its common
stock to Alpha Venture Capital, Inc. in satisfaction of an
advance on equity funding line totaling 206,600 at December 31,
2000, as discussed in Note 10 and advances of $860,100 from
January 2001 through February 2001.

During January 2001 and through the date of this report, the
Company borrowed approximately $348,000 from various parties, due
on demand with an annual interest rate of 12%.

20.  SEGMENT INFORMATION

As described in Note 1, the Company adopted SFAS No. 131 in
fiscal year 1999.  For the year ended December 31, 2000, the
Company has two reportable business segments: PERFECT industry
and gaming operations.  The Company conducts operations in
Southern California and Dominican Republic and is managed based
upon its business segments.  During fiscal year 1999, the Company
had only one business segment.

The accounting policies of the business segments are the same as
those described in the Summary of Significant Accounting Policies
as discussed in Note 1.  The Company primarily allocates
resources to the PERFECT industry, however has continued to
allocate limited resources to the gaming operations for potential
short-term cash flow purposes.

The table below presents information about the Company's
reportable segments:

                                       December 31, 2000
                        PERFECT      Gaming
                        Industry     Operations   Eliminations    Total
Revenues                $      -     $  (655,584)            -   $  (655,584)
Cost of revenues               -              -             -             -
Gross profit (loss)            -        (655,584)            -      (655,584)
Operating expenses       106,855,911     297,868             -   107,153,779
Loss from operations    (106,855,911)   (953,452)            -  (107,809,363)
Other (income) expenses    6,750,508     102,016             -     6,852,524
Loss before provision
 for income taxes       (113,606,419) (1,055,468)            -  (114,661,887)
Provision for income
taxes                              -           -             -             -
Net loss                (113,606,419) (1,055,468)            -  (114,661,887)
Total assets               2,561,768     304,370      (294,608)    2,571,530
Total liabilities          6,015,046     779,354       294,608    17,089,008

                             EXHIBIT INDEX

Exhibit                       Description
No.

2     Agreement and Plan of Merger, dated June 1, 1999
     (incorporated by reference to Exhibit 2 of the Form 10-KSB filed
      on May 9, 2000).

3.1   Articles of Incorporation, March 8, 1999 (incorporated by
      reference to Exhibit 3.1 of the Form SB-2/A filed on July 22,
      1999).

3.2   Certificate of Amendment of Articles of Incorporation,
      dated May 25, 1999 (incorporated by reference to Exhibit 3.2 of
      the Form SB-2/A filed on July 22, 1999).

3.3   Certificate of Amendment of Articles of Incorporation,
      dated August 20, 1999 (incorporated by reference to Exhibit 3.3
      of the Form SB-2/A filed on September 3, 1999).

3.4   Certificate of Amendment of Articles of Incorporation,
      dated November 20, 2000 (incorporated by reference to Exhibit
      3.4 of the Form SB-2/A filed on March 8, 2001).

3.5   Bylaws, dated May 14, 1999 (incorporated by reference to
      Exhibit 3.3 of the Form SB-2/A filed on July 22, 1999).

3.6   Amended and Restated Bylaws, dated September 15, 2000
     (incorporated by reference to Exhibit 3.5 of the Form 10-QSB
      filed on November 14, 2000).

4.1   Amended and Restated Retainer Stock Plan for Non-Employee
      Directors and Consultants, dated February 1, 2000 (incorporated
      by reference to Exhibit 4.1 of the Form S-8 filed on February
      10, 2000).

4.2   Consulting Services Agreement between the Registrant and
      Laurel-Jayne Yapel Manzanares, dated February 1, 2000
     (incorporated by reference to Exhibit 4.2 of the Form S-8 filed
      on February 10, 2000).

4.3   Consulting Services Agreement between the Registrant and
      Marcine Aniz Uhler, dated February 1, 2000 (incorporated by
      reference to Exhibit 4.3 of the Form S-8 filed on February 10,
      2000).

4.4   Consulting Services Agreement between the Registrant and
      William Lane, dated February 7, 2000 (incorporated by reference
      to Exhibit 4.4 of the Form S-8 filed on February 10, 2000).

4.5   Consulting Services Agreement between the Registrant and
      Earl Gilbrech, dated February 7, 2000 (incorporated by reference
      to Exhibit 4.5 of the Form S-8 filed on February 10, 2000).

4.6   Consulting Services Agreement between the Registrant and
      Dominique Einhorn, dated February 7, 2000 (incorporated by
      reference to Exhibit 4.6 of the Form S-8 filed on February 10,
      2000).

4.7   Consulting Services Agreement between the Registrant and
      Edward James Wexler, dated February 7, 2000 (incorporated by
      reference to Exhibit 4.7 of the Form S-8 filed on February 10,
      2000).

4.8   Consulting Agreement between the Registrant and R. Scott
      Hatfield, dated March 6, 2000 (incorporated by reference to
      Exhibit 4.32 of the Form SB-2 POS filed on September 12, 2000).

4.9   Consulting Services Agreement between the Registrant and
      Chris Jensen, dated April 24, 2000 (incorporated by reference to
      Exhibit 4.33 of the Form SB-2 POS filed on September 12, 2000).

4.10  Consulting Agreement between the Registrant and Robert
      Graham, dated May 11, 2000 (incorporated by reference to Exhibit
      4.34 of the Form SB-2 POS filed on September 12, 2000).

4.11  Consulting Agreement between the Registrant and Richard
      Epstein, dated May 20, 2000 (incorporated by reference to
      Exhibit 4.35 of the Form SB-2 POS filed on September 12, 2000).

4.12  Warrant Agreement between the Registrant, GunnAllen
      Financial, Inc., and David Kern Peteler, dated May 24, 2000
     (incorporated by reference to Exhibit 4.43 of the Form 10-QSB
      filed on November 14, 2000).

4.13  Consulting Agreement between the Registrant and Richard
      Epstein, dated June 2, 2000 (incorporated by reference to
      Exhibit 10.1 of the Form S-8 filed on July 10, 2000).

4.14  Consulting Services Agreement between the Registrant and
      Rogel Patawaran, dated June 2, 2000 (incorporated by reference
      to Exhibit 10.2 of the Form S-8 filed on July 10, 2000).

4.15  Consulting Agreement between the Registrant and Elle
      Travis, dated June 2, 2000 (incorporated by reference to Exhibit
      10.3 of the Form S-8 filed on July 10, 2000).

4.16  Consulting Agreement between the Registrant and Charles
      Yourshaw, dated June 5, 2000 (incorporated by reference to
      Exhibit 10.1 of the Form S-8 filed on July 10, 2000).

4.17  Consulting Agreement between the Registrant and Nick
      Gorenc, dated June 5, 2000 (incorporated by reference to Exhibit
      10.2 of the Form S-8 filed on July 10, 2000).

4.18  Consulting Agreement between the Registrant and Louis
      Sabatasso, dated June 10, 2000 (incorporated by reference to
      Exhibit 10.1 of the Form S-8 filed on July 10, 2000).

4.19  Consulting Agreement between the Registrant and Laurie
      Belger, dated June 10, 2000 (incorporated by reference to
      Exhibit 10.2 of the Form S-8 filed on July 10, 2000).

4.20  Consulting Services Agreement between the Registrant and
      Richard Epstein, dated July 21, 2000 (incorporated by reference
      to Exhibit 4.1 of the Form S-8 filed on October 10, 2000).

4.21  Amended and Restated Stock Incentive Plan, dated September
      1, 2000 (incorporated by reference to Exhibit 4.1 of the Form S-
      8 filed on September 12, 2000).

4.22  Amended and Restated Non-Employee Directors and Consultants
      Retainer Stock Plan (Amendment No. 2), dated September 1, 2000
     (incorporated by reference to Exhibit 4.2 of the Form S-8 filed
      on September 12, 2000).

4.23  Consulting Services Agreement between the Registrant and
      Richard Epstein, dated September 6, 2000 (incorporated by
      reference to Exhibit 4.3 of the Form S-8 filed on September 12,
      2000).

4.24  Consulting Services Agreement between the Registrant and
      Chris Jensen, dated September 6, 2000 (incorporated by reference
      to Exhibit 4.4 of the Form S-8 filed on September 12, 2000).

4.25  Consulting Services Agreement between the Registrant and
      Jim Pugh, dated September 12, 2000 (incorporated by reference to
      Exhibit 4.2 of the Form S-8 filed on September 28, 2000).

4.26  Consulting Services Agreement between the Registrant and
      Darrel Dixon, dated September 14, 2000 (incorporated by
      reference to Exhibit 4.3 of the Form S-8 filed on September 28,
      2000).

4.27  Consulting Services Agreement between the Registrant and
      Robert Graham, dated September 14, 2000 (incorporated by
      reference to Exhibit 4.4 of the Form S-8 filed on September 28,
      2000).

4.28  Consulting Services Agreement between the Registrant and
      David Weiler, dated September 14, 2000 (incorporated by
      reference to Exhibit 4.2 of the Form S-8 filed on October 10,
      2000).

4.29  Consulting Services Agreement between the Registrant and
      Nathaniel Adams, dated September 18, 2000 (incorporated by
      reference to Exhibit 4.5 of the Form S-8 filed on September 28,
      2000).

4.30  Addendum To Existing Common Stock Purchase Agreement Dated
      September 28, 1999 between the Registrant and Alpha Venture
      Capital, Inc., dated October 23, 2000 (incorporated by reference
      to Exhibit 4.54 of the Form SB-2/A filed on March 8, 2001).

4.31  Consulting Services Agreement between the Registrant and
      Chris Jensen, dated October 12, 2000 (incorporated by reference
      to Exhibit 4.3 of the Form S-8 filed on October 10, 2000).

4.32  Consulting Services Agreement between the Registrant and
      Quinn Brady, dated October 12, 2000 (incorporated by reference
      to Exhibit 4.4 of the Form S-8 filed on October 10, 2000).

4.33  Amended and Restated Stock Incentive Plan (Amendment No.
      2), dated November 7, 2000 (incorporated by reference to Exhibit
      4.1 of the Form S-8 filed on November 20, 2000).

4.34  Amended and Restated Non-Employee Directors and Consultants
      Retainer Stock Plan (Amendment No. 3), dated November 1, 2000
     (incorporated by reference to Exhibit 4.2 of the Form S-8 filed
      on November 20, 2000).

4.35  Consulting Services Agreement between the Registrant and
      Michael Sitrick, dated November 4, 2000 (incorporated by
      reference to Exhibit 4.3 of the Form S-8 filed on November 20,
      2000).

4.36  Consulting Services Agreement between the Registrant and
      Paul Francis Peter Egan Pugh, dated November 4, 2000
     (incorporated by reference to Exhibit 4.4 of the Form S-8 filed
      on November 20, 2000).

4.37  Consulting Services Agreement between the Registrant and
      James Wong, dated November 4, 2000 (incorporated by reference
      to Exhibit 4.5 of the Form S-8 filed on November 20, 2000).

4.38  Consulting Services Agreement between the Registrant and
      Matthew Owens, dated November 4, 2000 (incorporated by reference
      to Exhibit 4.2 of the Form S-8 filed on December 12, 2000).

4.39  Consulting Services Agreement between the Registrant and
      Marisa Yance, dated November 4, 2000 (incorporated by reference
      to Exhibit 4.3 of the Form S-8 filed on December 12, 2000).

4.40  Consulting Services Agreement between the Registrant and
      Tony Sandalier, dated November 8, 2000 (incorporated by
      reference to Exhibit 4.6 of the Form S-8 filed on November 20,
      2000).

4.41  Consulting Services Agreement between the Registrant and
      Chi-Yuan Chiu, dated November 8, 2000 (incorporated by reference
      to Exhibit 4.7 of the Form S-8 filed on November 20, 2000).

4.42  Consulting Services Agreement between the Registrant and
      Hsien-Hsiang Tsai, dated November 8, 2000 (incorporated by
      reference to Exhibit 4.8 of the Form S-8 filed on November 20,
      2000).

4.43  Consulting Services Agreement between the Registrant and
      Richard Epstein, dated November 8, 2000 (incorporated by
      reference to Exhibit 4.9 of the Form S-8 filed on November 20,
      2000).

4.44  Consulting Services Agreement between the Registrant and
      Bill West, dated November 8, 2000 (incorporated by reference to
      Exhibit 4.10 of the Form S-8 filed on November 20, 2000).

4.45  Consulting Services Agreement between the Registrant and
      Clinton Wong, dated November 8, 2000 (incorporated by reference
      to Exhibit 4.11 of the Form S-8 filed on November 20, 2000).

4.46  Consulting Agreement between the Registrant and Antonio
      Cardenas Jr., dated November 9, 2000 (incorporated by reference
      to Exhibit 4.12 of the Form S-8 filed on November 20, 2000).

4.47  Consulting Services Agreement between the Registrant and
      William Haseltine, dated November 29, 2000 (incorporated by
      reference to Exhibit 4.4 of the Form S-8 filed on December 12,
      2000).

4.48  Consulting Services Agreement between the Registrant and
      Nick Gorenc, dated November 29, 2000 (incorporated by reference
      to Exhibit 4.5 of the Form S-8 filed on December 12, 2000).

4.49  Consulting Services Agreement between the Registrant and
      Peter Kokiousis, dated November 29, 2000 (incorporated by
      reference to Exhibit 4.6 of the Form S-8 filed on December 12,
      2000).

4.50  Consulting Services Agreement between the Registrant and
      Kris Narayan, dated November 29, 2000 (incorporated by reference
      to Exhibit 4.7 of the Form S-8 filed on December 12, 2000).

4.51  Common Stock Purchase Agreement between the Registrant and
      Alpha Venture Capital, Inc., dated December 8, 2000
     (incorporated by reference to Exhibit 4.75 of the Form SB-2/A
      filed on March 8, 2001).

4.52  Warrant to Purchase Shares of Common Stock, issued by the
      Registrant to Alpha Venture Capital, Inc., dated December 8,
      2000 (incorporated by reference to Exhibit 4.76 of the Form SB-
      2/A filed on March 8, 2001).

10.1  Shares Sales Contract between the Registrant and Paul Egan,
      dated January 1, 2000 (incorporated by reference to Exhibit
      10.26 of the Form SB-2 POS filed on September 12, 2000).

10.2  Consultancy Agreement between the Registrant and Paul Egan,
      dated January 1, 2000 (see below).

10.3  Fee Agreement between the Registrant and Red Iguana Trading
      Registrant, Inc., dated January 2, 2000 (incorporated by
      reference to Exhibit 10.26 of the Form 10-QSB filed on May 30,
      2000).

10.4  Consulting Services Agreement between the Registrant and
      Richard Epstein, dated January 3, 2000 (see below).

10.5  Assignment of eSportsbet between the Registrant and
      PowerClick, Inc., dated January 7, 2000 (incorporated by
      reference to Exhibit 10.27 of the Form 10-QSB filed on May 30,
      2000).

10.6  Letter of Intent of Negotiation and Information Exchange
      between eConnect2Trade.com, Incorporated, and Empire Financial
      Holdings, Incorporated, dated January 21, 2000 (incorporated by
      reference to Exhibit 10.28 of the Form 10-QSB filed on May 30,
      2000).

10.7  Manufacturing Agreement between the Registrant and Asia
      Pacific Micro, Inc., dated January 21, 2000 (incorporated by
      reference to Exhibit 10.29 of the Form 10-QSB filed on May 30,
      2000).

10.8  Consulting Services Agreement between the Registrant and
      Boardwalk Associates, Inc., dated January 26, 2000 (incorporated
      by reference to Exhibit 10.30 of the Form 10-QSB filed on May
      30, 2000).

10.9  Consulting Services Agreement between the Registrant and
      Coldwater Capital L.L.C., dated January 26, 2000 (incorporated
      by reference to Exhibit 10.31 of the Form 10-QSB filed on May
      30, 2000).

10.10 Consultant Agreement between the Registrant and Harvey
      M. Burstein, dated February 2, 2000 (incorporated by reference
      to Exhibit 10.32 of the Form 10-QSB filed on May 30, 2000).

10.11 Consultant Agreement between the Registrant and Terrie
      Pham, dated February 2, 2000 (incorporated by reference to
      Exhibit 10.33 of the Form 10-QSB filed on May 30, 2000).

10.12 Software License, Development, and Maintenance
      Agreement (Dominican Republic) between the Registrant and eFunds
      Corporation, dated February 3, 2000 (incorporated by reference
      to Exhibit 10.34 of the Form 10-QSB filed on May 30, 2000).

10.13 Agreement between the Registrant and Burbank Coach
      Works, dated February 3, 2000 (incorporated by reference to
      Exhibit 10.35 of the Form 10-QSB filed on May 30, 2000).

10.14 Software License, Development, and Maintenance
      Agreement (Ireland) between the Registrant and eFunds
      Corporation, dated February 4, 2000 (incorporated by reference
      to Exhibit 10.36 of the Form 10-QSB filed on May 30, 2000).

10.15 Acquisition Agreement between the Registrant and
      PowerClick, Inc., dated February 9, 2000 (incorporated by
      reference to Exhibit 10.37 of the Form 10-QSB filed on May 30,
      2000).

10.16 Agreement between the Registrant and Richard Epstein,
      dated February 12, 2000 (see below).

10.17 Loan Agreement between the Registrant and Richard
      Epstein, dated February 15, 2000 (incorporated by reference to
      Exhibit 10.38 of the Form 10-QSB filed on May 30, 2000).

10.18 PocketPay Joint Venture Agreement between the
      Registrant and Pilot Island Publishing, Inc., dated March 1,
      2000 (incorporated by reference to Exhibit 10.39 of the Form 10-
      QSB filed on May 30, 2000).

10.19 Letter of Intent between the Registrant and Real
      Solutions, Ltd., dated March 9, 2000 (incorporated by reference
      to Exhibit 10.40 of the Form 10-QSB filed on May 30, 2000).

10.20 Consulting Agreement between the Registrant and Ryan
      Kavanaugh, dated March 10, 2000 (incorporated by reference to
      Exhibit 10.41 of the Form 10-QSB filed on May 30, 2000).

10.21 Amended Employment Agreement between the Registrant
      and Stephen E. Pazian, dated March 21, 2000 (incorporated by
      reference to Exhibit 10.42 of the Form 10-QSB filed on May 30,
      2000).

10.22 Amended and Restated Employment Agreement between the
      Registrant and Stanley C. Morris, dated March 22, 2000
     (incorporated by reference to Exhibit 10.43 of the Form 10-QSB
      filed on May 30, 2000).

10.23 China-Singapore-Hong Kong-Macao Joint Venture
      Agreement between the Registrant, and Raymond Kessler and Li-
      Wang Kessler, dated March 27, 2000 (incorporated by reference to
      Exhibit 10.44 of the Form 10-QSB filed on May 30, 2000).

10.24 Amended and Restated Secured Promissory Note issued to
      the Registrant by Electronic Transactions & Technologies and
      Thomas S. Hughes, dated March 31, 2000 (incorporated by
      reference to Exhibit 10.45 of the Form 10-QSB filed on May 30,
      2000).

10.25 Amended and Restated Security Agreement between the
      Registrant, Electronic Transactions & Technologies, and Thomas
      S. Hughes, dated March 31, 2000 (incorporated by reference to
      Exhibit 10.46 of the Form 10-QSB filed on May 30, 2000).

10.26 Master Service Agreement between the Registrant and
      REAL Solutions, Ltd., dated April 13, 2000 (incorporated by
      reference to Exhibit 10.48 of the Form SB-2 POS filed on
      September 12, 2000).

10.27 Consulting and Services Agreement between the
      Registrant and Peters Entertainment.com, Inc., dated April 14,
      2000 (incorporated by reference to Exhibit 10.49 of the Form SB-
      2 POS filed on September 12, 2000).

10.28 Letter of Intent between the Registrant and National
      Data Funding Corporation, dated May 22, 2000 (incorporated by
      reference to Exhibit 10.50 of the Form 10-QSB/A filed on October
      19, 2000).

10.29 Agreement between the Registrant and Top Sports, S.A.,
      dated July 20, 2000 (incorporated by reference to Exhibit 10.51
      of the Form 10-QSB/A filed on October 19, 2000).

10.30 Asset Purchase Agreement between the Registrant and
      Broadband Video, Inc., dated October 4, 2000 (incorporated by
      reference to Exhibit 10.49 of the Form SB-2/A filed on March 8,
      2001).

10.31 Agreement for Sale and Plan of Reorganization between
      the Registrant and National Data Funding Corporation, dated
      October 29, 2000 (incorporated by reference to Exhibit 10.50 of
      the Form SB-2/A filed on March 8, 2001).

16.1  Letter on change in certifying accountant (incorporated by
      reference to Exhibit 16 of the Form 8-K filed on July 23, 1999).

16.2  Letter on change in certifying accountant (incorporated by
      reference to Exhibit 16 of the Form 8-K filed on March 15,
      2000).

21    Subsidiaries of the Registrant (incorporated by reference
      to Exhibit 21 of the Form SB-2 POS filed on September 12, 2000).

99.1  Patents: dated August 9, 1994, May 19, 1998, and September
      15, 1998 (incorporated by reference to Exhibit 99.1 of the Form
      10-KSB filed on May 9, 2000).

99.2  Trademarks: filed March 31, 1997, February 16, 1999, May 6,
      1999, May 24, 1999, June 3, 1999, June 4, 1999, August 12, 1999,
      and September 28, 1999 (incorporated by reference to Exhibit
      99.2 of the Form 10-KSB filed on May 9, 2000).

99.3  Trademark filed on March 15, 2000 (incorporated by
      reference to Exhibit 99.3 of the Form 10-QSB filed on May 30,
      2000).

                          EX-10.2
                 CONSULTANCY AGREEMENT


This agreement is entered into on this 1st day of January, 2000,
by and between Top Sports, S.A. ("Top Sports"), a Dominican
Republic Company wholly owned by eConnect Inc. ("ECNC"), a
Nevada corporation, and Mr. Paul Egan, an Irishman of legal age,
businessman, married, bearer of Irish passport No. M571523.

WHEREAS, ECNC is the owned of 99.94% of the paid up capital and
stock of Top Sports, S.A. in the Dominican Republic;

WHEREAS, Mr. Paul Egan has held the position of President-CEO
and general manager of Top Sports before the acquisition of
ECNC;

WHEREAS, ECNC and Mr. Paul Egan signed an agreement dated July
1st 2000, in which the parties clarify their previous contractual
arrangements.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.  Paul Egan will act as consultant, acting in behalf, and with
full authorization of eConnect Inc. and will have the following
duties, in regards to Top Sports, S.A. operations in the
Dominican Republic:

A)  Run the day to day operations;

B)  Management of personnel;

C)  Public relations;

D)  General and specific representation in front of third parties;

E)  General business management;

F)  General financial management;

G)  Government and fiscal department relations management;

H)  Any other tasks that as consultant can be performed on
behalf of eConnect Inc.

2.  As agreed, per contracts signed between Mr. Paul Egan and
eConnect Inc., the first on December 9, 1999, and the second on
January 1, 2000, the compensation due to Mr. Egan will be as
follows:

A)  1.8 million free trading S-8 shares of eConnect Inc.

B)  2.0 million restricted class 144 shares of eConnect Inc.

C)  1.5 million warrants issued at U.S. $0.40 of eConnect
Inc. shares;

D)  1.0 million warrants issued at U.S. $1.00 of eConnect
Inc. shares.

Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this
agreement and the performance of its obligations hereunder as
each party contributed to the drafting of the agreement.

The failure of either party to insist upon strict adherence to
any term of this agreement on any occasion shall not be
considered a waiver or deprive that party of the right hereunder
to insist upon strict adherence to that term or any term of this
agreement.  Any waiver must be in writing.

This agreement supplements all prior agreements among the
parties with respect to its subject matter, including the
December 9, 1999 and January 1, 2000 agreements, and cannot be
changed or terminated orally.

This agreement may be executed in two or more counterparts, each
of which shall be considered an original, but all of which
together shall constitute the same instrument.

This agreement shall be governed by the laws of the State of
Nevada, U.S.A.

If any conflict pertaining to the stipulations of this agreement
arise, and cannot be resolved by amicable mediation, the dispute
shall be submitted to binding arbitration pursuant to the
American Arbitration Association.

In any event any provision of this agreement is held
unforceable, the remainder of this agreement shall continue in
effect to the extent possible in order to continue the original
intent of this agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this
agreement to be executed by their respective officers, hereunto
duly authorized, and entered into as of the date first above
written.


/s/  Paul Egan                          /s/  Thomas S. Hughes
Paul Egan                               Thomas S. Hughes

                            EX-10.4
               CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated January
3, 2000, is made by and between Richard Epstein, an individual
('Consultant'), whose address is 12147 N.W. 9th Drive, Coral
Springs, Florida 33071 and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant is skilled in providing strategic business
planning;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board
under the ticker symbol "ECNC", and desires to further develop
its business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to develop the usage of the eCashPad for
strategic alliances, marketing and overall business planning and
the launch of the PERFECT industry.  The services to be provided
by Consultant will not be in connection with the offer or sale
of securities in a capital-raising transaction, and will not
directly or indirectly promote or maintain a market for Client's
securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, 15,000,000 restricted shares.  These
shares will be immediately issued to the Consultant.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing
data ("Confidential Information"). Confidential Information
shall not include information that the receiving party can
demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source
other than the receiving party, (b) was known to the receiving
party as of the time of its disclosure, (c) is independently
developed by the receiving party, or (d) is subsequently learned
from a third party not under a confidentiality obligation to the
providing party.

4.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i)
is true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs.  The indemnified
party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such
defense, and all negotiations relative to the settlement of any
such claim.  Any settlement intended to bind the indemnified
party shall not be final without the indemnified party's written
consent, which shall not be unreasonably withheld.

5.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

6.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate three (3) months
thereafter.  Unless otherwise agreed upon in writing by
Consultant and Client, this Agreement shall not automatically be
renewed beyond its term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the
other party materially breaches any of its representations,
warranties or obligations under this Agreement.  Except as may
be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to
reimburse the non- defaulting party for all costs incurred
directly as a result of the breach of this Agreement, and shall
be subject to such damages as may be allowed by law including
all attorneys' fees and costs of enforcing this Agreement result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

7.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an
express waiver or variation in writing. Any failure to exercise
or any delay in exercising any of such rights shall not operate
as a waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part
of any party shall in any way preclude such party from
exercising any such right or constitute a suspension or any
variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in
whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be
void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to
the extent necessary to render it enforceable and as so severed
or modified, this Agreement shall continue in full force and
effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one
or no gender shall be deemed to include the equivalent pronoun
of the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting
party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery
or by mail (either (i) United States mail, postage prepaid, or
(ii) Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Richard Epstein
12147 N.W. 9th Drive
Coral Springs, Florida 33071

(1)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles. Each of
the parties consents to the exclusive jurisdiction of the
federal courts of the State of California in connection with any
dispute arising under this Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any
such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 7 of this
Agreement shall survive the termination of this Agreement

(o) Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By: /s/  Thomas S. Hughes
Thomas S. Hughes, President


Richard Epstein


/s/  Richard Epstein
Richard Epstein

                            EX-10.16
                            AGREEMENT


This agreement states that eConnect agrees to pay Richard
Epstein a monthly fee of 300,000 shares per month for a period
of two years to consult with the Company as regards eCashPad
strategic alliances, partner country strategic alliances,
acquisitions, and introductions into the brokerage community.

/s/  Thomas S. Hughes
Thomas S. Hughes
Chairman and CEO
February 12, 2000


/s/  Richard Epstein
Richard Epstein
February 12, 2000