UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                                
                                
                           FORM 10-KSB
                                
                                
                                
                                
                                
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                
             OF THE SECURITIES EXCHANGE ACT OF 1934


     
     For the Fiscal Year Ended:  August 31, 1998
     
     Commission file number:  33-68570


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

            MISSOURI                 43-1239043

    (State of incorporation)(IRS Employer Identification number)
                                
                31310 Eaglehaven Center, Suite 10
                                
              Rancho Palos Verdes, California 90275
                                
      (Address of principal executive offices and Zip Code)
                                
                         (310) 541-4393
                                
    (Registrant's telephone number, inc     luding area code)
                                
                                
                                
Securities registered pursuant to Section 12(b) of the Act:  None
                                
   Securities registered pursuant to Section 12(g) of the Act:
                                
                                
                                
            Betting, Inc. Common Stock $.01 Par Value
                                
                 Betting, Inc. 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) has been subject  to  such  filing
requirements for the past 90 days.

                         Yes                 No        X



     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or informational statements incorporated by
reference in Part III of this form 10-KSB or any amendment to
this form 10-KSB.  [  ]



     Revenue's for the fiscal year ended August 31, 1998:   $0



     The aggregate market value of the voting stock held by non-
affiliates of the Registrant, based upon the closing average bid
and asked price of the Common Stock on August 31, 1998, as
reported on the OTC Bulletin Board, was $1,785,000



     Number of shares of common stock outstanding as of August
31,1998:     14,284,234
                                
                                

Documents Incorporated by Reference: Registrant's Annual Report
on Form 10-KSB filed in February 1999, Registrant's Annual Report
on Form 10-KSB filed on January 17, 1997, Exhibit's in
Registrant's Annual Report on Form 10-K filed on December 14,
1995, and Exhibits in Registrant's Annual Report on Form 10-K
filed on November 29, 1994, are incorporated by reference to the
exhibit index attached hereto.  Exhibits in Registrant's
Registration Statement on Form S-1 filed on October 28, 1993, are
incorporated by reference to the exhibit index attached hereto.
                                
                                
                                
                                
                                
                                
                                
                                
                                
                          BETTING, INC.
                                
                                
                                
                     Index to Annual Report
                                
                                   on Form 10-KSB
                                                  
<TABLE>                                           
                                                  
<S>                                               <C>
                                                  
                                                  
                                                  
Part I                                            Page
                                                  
                                                  
                                                  
Item 1- Description of Business                   3-4
                                                  
                                                  
                                                  
Item 2- Description of Property                   4
                                                  
                                                  
                                                  
Item 3- Legal Proceedings                         4
                                                  
                                                  
                                                  
Item 4- Submission of Matters to a Vote of        4
Security Holders
                                                  
                                                  
                                                  
Part II                                           
                                                  
                                                  
                                                  
Item 5- Market for Common Equity and Related      5
Stockholder Matters
                                                  
                                                  
                                                  
Item 6- Management's Discussion and Analysis of   6-9
Financial Condition Results of Operations
                                                  
                                                  
                                                  
Item 7- Financial Statements                      9
                                                  
                                                  
                                                  
Item 8- Changes in and Disagreements with         9
Accountants on Accounting and Financial
Disclosure
                                                  
                                                  
                                                  
                                                  
                                                  
Part III                                          
                                                  
                                                  
                                                  
Item 9- Directors, Executive Officers and         9
Compliance WithSection 16(a) of the Exchange Act
                                                  
                                                  
                                                  
Item 10- Executive Compensation                   9-10
                                                  
                                                  
                                                  
Item 11- Security Ownership of Certain            10-11
Beneficial Owners and Management
                                                  
                                                  
                                                  
                                                  
                                                  
Item 12- Certain Relationships and Related        11
Transactions
                                                  
                                                  
                                                  
Part IV                                           
                                                  
                                                  
                                                  
Item 13- Exhibits, Financial Statement Schedules  12
and Reports on Form 8-K
                                                  
                                                  
                                                  
</TABLE>                                          
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                             PART I
                                
                                

Item 1.   Description of Business



      (a) Business Development


       
       Betting, Inc., was organized under the laws of the  State
       of  Missouri on September 1, 1981, as HANDY-TOP, INC.  On
       April  20, 1983, the      Articles of Incorporation  were
       amended  to  change  the name of the corporation  to  HTI
       Corporation.    On   May  28,  1993,  the   Articles   of
       Incorporation  were amended to change  the  name  of  the
       corporation  to Leggoons, Inc.  In addition  to  changing
       the  company's  name, the May 28,1993, amendment  to  the
       Articles   of  Incorporation  increased  the  number   of
       authorized  shares  of  common  stock  from   40,000   to
       10,000,000  and  decreased the par value  of  the  common
       stock from $1.00 per share to $.01 per share. Also on May
       28,  1993,  Leggoons,  Inc., declared  a  14-for-1  stock
       split.   Unless  otherwise indicated, all share  and  per
       share data are reflected on a post split basis throughout
       this Form 10-KSB.


       
       On  June 12, 1996, Leggoons, Inc., transferred all of its
       assets  and liabilities to a third party assignee,  under
       an   "Assignment  for  the  Benefit  of  Creditors"  (the
       "Assignment").   An Assignment is a business  liquidation
       device  available as an alternative to  bankruptcy.   The
       third  party assignee, a Nebraska corporation, also named
       Leggoons,  Inc.   (the "Assignee"), will be  required  to
       properly,  timely, and orderly dispose of  all  remaining
       assets  for  the  benefit of creditors.  Leggoons,  Inc.,
       continued to maintain its' status as a shell corporation.


       
       On February 18, 1997, Leggoons, Inc. entered into an
       Agreement to License Assets from Home Point of Sales,
       Inc.(HPOS).  HPOS is a privately held corporation focused
       on the emergence of the Personal Encrypted Remote
       Financial Electronic Card Transactions industry.  This
       industry provides consumers with the option to instantly
       pay bills or impulse purchase from home with real time
       cash transactions. Management believes the proprietary
       technology and the large demand for wagering
       opportunities in today's marketplace will combine to
       generate substantial sales for Leggoons, Inc., over the
       medium term.


       
       Thomas S. Hughes, Chairman of HPOS, became Chairman and
       President of Leggoons, Inc., on March 1, 1997.  He will
       focus on procedures, policies and state approvals to
       begin home lottery, off track betting, casino and sports
       ATM card and SMART card wagering. A search is presently
       being conducted to locate a CEO/COO for the Company.  The
       CEO/COO will assemble a team of professionals to develop
       the procedures and policies of home ATM card and SMART
       card wagering.  This development process will include a
       close focus on the political and the instant taxation of
       home winnings issues associated with home ATM card and
       SMART card wagering.


       
       Thomas S. Hughes, Chairman of HPOS, will remain as
       Chairman and President of the Leggoons, Inc.  Leggoons,
       Inc., intends to seek shareholder ratification of its
       name change from Leggoons, Inc. to Betting, Inc.



       (b) Business of Issuer


       
       Betting,  Inc.  (the "Company") is positioning  itself  to
       facilitate   same  as  cash  ATM  card   or   smart   card
       transactions   that  are  originating   from   bank   host
       processing   centers  and  are  being   sent   to   gaming
       operators.   These  transactions are being  effected  with
       electronic  equipment  that allows self  service  pay  per
       play  and no actual communications between the player  and
       the gaming operator.  These types of transactions will  be
       originating  from  homes,  offices,  and  public  walk  in
       locations.   The  Company will act as the  interface  that
       will  communicate  data to the gaming  operators,  receive
       back  their  acknowledgment of the  transaction  and  then
       pass  on  this  gaming acknowledgment  to  the  bank  host
       processing  center  that has been  standing  by  for  this
       information   and   has   already   completed   the   bank
       authorization of the pay per play transaction.
       
       
       
       The  business model of the Company is to receive a fee per
       transaction  paid  to  Betting,  Inc.  by  the  bank  host
       processing  center at the moment of the  transaction.   In
       general,  this fee will be from between 2% to  6%  of  the
       wager  placed on a pay per play or a $6 flat  fee  in  the
       case of an account being opened.
       
       
       
       The  internet  gaming  industry is an  industry  that  has
       developed  significantly in recent  years.   The  internet
       gaming   industry   as   a  whole  is   under   increasing
       governmental  scrutiny as the industry  develops.   It  is
       possible  that at some point in the future there could  be
       legislation  against  gambling on the  internet  or  other
       similar methods.


       
       Leggoons,  Inc.,  was  engaged in the design,  manufacture
       and  distribution of apparel and related accessories which
       are   sold  to  better  specialty  and  department  stores
       nationwide  under the brands: Leggoons, CPO  by  Leggoons,
       John  Lennon Artwork Apparel and Snooggel. On January  19,
       1996,  Leggoons, Inc., entered into a Licensing  Agreement
       with Robert Tamsky, a former director and employee of  the
       Leggoons,  Inc.   Pursuant to the terms of  the  Licensing
       Agreement,   the  Leggoons,  Inc.,  granted   Mr.   Tamsky
       effective  January 1, 1996, the right to use the  LEGGOONS
       trademark  in  connection  with  the  design,  production,
       marketing,   sales  and  sublicensing  of  all   clothing,
       wearing  apparel  and accessories bearing  the  "LEGGOONS"
       symbol.   This  right  will continue  until  December  31,
       1998,  and  may be extended thereafter each  year  for  an
       additional  year.  In consideration for the  license,  Mr.
       Tamsky,  according to the Licensing Agreement,  shall  pay
       to  the  Leggoons, Inc. a royalty of five percent  of  the
       net sales of "LEGGOONS" products.
       
       Also on January 19, 1996, the Leggoons, Inc., adopted a
       formal plan to discontinue the designing, selling,
       manufacturing and distribution of its apparel products.
       As part of such plan, Leggoons, Inc., discontinued
       production on April 30, 1996, and intended to either sell
       or liquidate the operations within twelve months of that
       date.  On June 12, 1996, Leggoons, Inc., transferred all
       of its assets and liabilities to a third party
       assignee, under an "Assignment for the Benefit of
       Creditors."  Included in the Assignment were the rights
       and obligations of the Licensing Agreement.



Item 2.   Description of Property



       Not Applicable



Item 3.   Legal Proceedings


       
       Not Applicable



Item 4.   Submission of Matters to a Vote of Security Holders



       Not Applicable
                                
                                
                                
                                
                                
                             PART II





Item 5.                 Market for Common Equity and Related
Stockholder Matters



       (a) Market Information


       
       The Common Stock is traded in the over-the-counter market
       and the range of closing bid  prices shown below is as
       reported by the OTC Bulletin Board.  The quotations shown
       reflect inter-dealer prices, without retail mark-up, mark-
       down or         commission and may not necessarily
       represent actual transactions.



Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended August 31, 1998
                                          
<TABLE>                                   
                                          
<S>                                <C>    <C>
                                          
                                   High   Low
                                          
                                          
                                          
First Quarter                      1/8    1/32
                                          
Second Quarter                     1/16   1/32
                                          
Third Quarter                      1/8    1/16
                                          
Fourth Quarter                     3/16   1/16
                                          
                                          
                                          
</TABLE>                                  

Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended August 31, 1997
                                          
<TABLE>                                   
                                          
<S>                                <C>    <C>
                                          
                                   High   Low
                                          
                                          
                                          
First Quarter                      3/8    1/8
                                          
Second Quarter                     1/2    1/8
                                          
Third Quarter                      15/16  1/16
                                          
Fourth Quarter                     9/16   1/16
                                          
</TABLE>                                  



       (b) Holders of Common Equity


       
       As of August 31, 1998, the Company estimates there were
       400 beneficial shareholders of the Company's Common
       Stock.



       (c) Dividends


       
       The Company has not declared or paid a cash dividend to
       stockholders since it became a  "C" corporation on
       November 18, 1993.  The Board of Directors presently
       intends to retain any earnings to finance Company
       operations and does not expect to authorize cash
       dividends in the foreseeable future.  Any payment of cash
       dividends in the future will depend upon the Company's
       earnings, capital   requirements and other factors.



















Item 6.Management's Discussion and Analysis of Financial
       Condition and Results of Operations


       
       (a)  Results of Continuing Operations



       Comparison of Fiscal 1998 and 1997


       
       The   loss  for  the  year  ended  August  31,  1998,  was
       $196,968.   The  Company recognized $0  in  revenue  while
       preparing  the setup of the Company to commence operations
       as  a  facilitator of same as cash ATM card or smart  card
       transactions   that  are  originating   from   bank   host
       processing   centers  and  are  being   sent   to   gaming
       operators.   The  loss  was  due  to  consulting  fees  of
       $122,020  and  general  and  administrative  expenses   of
       $74,948.
       
       
       
       During the period September 1, 1996, through February  28,
       1997,  the  Company  was operating as  Leggoons,  Inc.  (a
       public   shell   available  for  merger  or  acquisition).
       During  this six month period the net loss from continuing
       operations was $35,912.  This loss was due to general  and
       administrative  expenses of $35,912. The  primary  general
       and  administrative expenses incurred during the six month
       period  ended  February  28,  1997,  were  legal  expenses
       related  to  the  HPOS license agreement, accounting  fees
       for  the audit of Leggoons, Inc., financial statements  as
       of  and  for  the  year ended August 31, 1996,  and  stock
       expenses  required  to  maintain  Leggoons,  Inc.,  public
       shell  status.   During the period March 1, 1997,  through
       August  31,  1997, the Company was maintaining  operations
       as  Betting,  Inc.  During this six month period  the  net
       loss  from continuing operations was $1,663,533. This loss
       was   due  to  operating  expenses  of  $1,663,533.    The
       operating  expenses  were  consulting  fees  of  $565,740,
       research  and  development expenses of $450,331,  software
       development   costs   of   $507,600   and   general    and
       administrative expenese of $139,862.
       
       
       
       Liquidity and Capital Resources
       
       

       During the period September 1, 1997, through August 31,
       1998, the Company issued 6,441,000 shares of common stock
       for services rendered and payments on accounts payable
       and due to stockholder.  For the shares of common stock
       issued for services rendered and payments on accounts
       payable during the period September 1, 1997, through
       August 31, 1998, the following valuation policies were
       used so that a financial value could be assigned to the
       stock issuance transactions: the closing "market" stock
       price on the day of each common stock issuance was used
       to determine "fair market value" of the 1,369,000
       unrestricted common shares issued; the closing "market"
       stock price on the day of each common stock issuance less
       a 50% discount was used to determine "fair market value"
       of the 2,322,000 restricted common shares issued. Common
       shares that were issued and for which no performance was
       received, 2,750,000 shares, were valued at par value,
       $.01 per share.  For the 2,750,000 shares of common stock
       issued for which no performance was received a stop has
       been placed on the stock certificates with the Company's
       stock transfer agent.



       The financial value of the common stock issued for no
       cash consideration is required to be expensed by the
       Company.  The "fair market value" of such common stock
       issued, $153,160, has primarily been expensed as $122,020
       in consulting fees and $31,140 in general and
       administrative expenses during the year ended August 31,
       1998.  Some of the common stock shares issued were
       registered with the Securities and Exchange Commission
       using Form S-8 Registration Statements.



       During the six month period from September 1, 1996,
       through February 28, 1997, Leggoons, Inc., prinicpal
       stockholder, James S. Clinton, provided the operating
       capital needed to fund operations.  During the six month
       period from March 1, 1997, through August 31, 1997,
       operations were funded via advances from HPOS and by
       issuing common stock for funds and services rendered.
       During the period March 1, 1997, through August 31, 1997,
       the Company issued 4,710,234 shares of common stock for
       services rendered.  For the 2,999,734 shares of common
       stock issued for services rendered during the period
       March 1, 1997, through May 31, 1997, the following
       valuation policies were used so that a financial value
       could be assigned to the stock issuance transactions: the
       closing "market" stock price on the day of each common
       stock issuance was used to determine "fair market value"
       of the 520,000 unrestricted common shares issued; the
       closing "market" stock price on the day of each common
       stock issuance less a 50% discount was used to determine
       "fair market value" of the 1,725,734 restricted common
       shares issued. Common shares that were issued and for
       which no performance was received, 754,000 shares, were
       valued at par value, $.01 per share.  For the 1,710,500
       shares of common stock issued for services rendered
       during the period June 1, 1997, through August 31, 1997,
       an average closing stock price of $.20 was used to
       determine "fair market value" of each share issued so
       that a financial value could be assigned to the stock
       issuance transactions..


       
       The financial value of the common stock issued for no
       cash consideration is required to be expensed by the
       Company.  The "fair market value" of such common stock
       issued, $1,297,805, has primarily been expensed as
       $304,240 in consulting fees, $445,128 in research and
       development costs, $500,000 in software development costs
       and $48,437 in general and administrative expenses during
       the year ended August 31, 1997.  Some of the common stock
       shares issued were registered with the Securities and
       Exchange Commission using Form S-8 Registration
       Statements.
       
       
       
       The common shares of stock issued for noncash
       consideration were, in some cases, given for past
       services rendered to HPOS in developing its' product.
       
       
       
       The management of the Company is continuing its search
       for additional private investors to provide the funds
       needed to fund day to day operations.  It is also the
       goal of management to register and complete additional
       public stock offerings of its common stock.
       
       
       
       The Company has an accumulated deficit of $5,467,602.
       The Company's losses from operations and inability to
       generate sufficient cash flow from normal operations to
       meet its obligations as they come due raise substantial
       doubt about the Company's ability to continue as a going
       concern.  The Company's ability to continue in existence
       is dependent upon future developments, including
       obtaining financing and achieving a level of profitable
       operations sufficient to enable it to meet its
       obligations as they become due.



       Plan of Operations


       
       The plan of the Company is to establish partners in
       countries including, but not limited to, the United
       Kingdom, China, Mexico, Australia and South Africa with
       the stated goal being the establishment of the wagering
       gate between the bank hosts in that country and the
       gaming operators.  The second phase will be the
       connection between the various countrys' Company wagering
       gates so that same day per play between countries will be
       possible.
       
       
       
       Establishing the wagering gate presence involves the
       linking of Betting, Inc. to both the gaming operators and
       the bank hosts.  In effect, the Company will be a data
       host processing center whose business is the passing of
       messages back and forth between the bank hosts and the
       gaming operators.
       
       
       
       The Company is currently satisfying its cash requirements
       by issuing Betting, Inc. common stock for services
       rendered.  The Company intends to issue Betting, Inc.
       common stock at some point in the future to satisfy a
       $237,000 obligation to the designer and developer of the
       Merchant Response Software used with the Company's
       hardware products.  The $237,000 obligation is included
       in accounts payable at August 31, 1998.


       
       On  May 22, 1996, Leggoons, Inc., entered into an Addendum
       to  the Stock Purchase Agreement it initially entered into
       on   September   5,  1995,  with  Infinitron   Investments
       International,  Inc.  of  Vancouver  B.C.  ("Infinitron").
       Pursuant  thereto 100% of the shares of  common  stock  of
       Infinitron would be exchanged for approximately  4,797,500
       shares  of  common  stock of Leggoons, Inc.,  which  would
       represent  approximately 95% of the  post-split  Leggoons,
       Inc.,  outstanding  common stock.  The Addendum  provided,
       among  other  things, that Leggoons, Inc., would  use  its
       best   efforts  to  obtain  SEC  clearance  of  its  proxy
       statement  by July 22, 1996, and Infinitron will  use  its
       best  efforts to fully cooperate with Leggoons,  Inc.,  in
       obtaining such clearance.


       
       On   July   3,  1996,  counsel  for  Infinitron   informed
       Leggoons,  Inc.,  that  Infinitron  does  not   intend  to
       proceed  with the transactions contemplated by  the  Stock
       Acquisition  Agreement.   Counsel  for  Infinitron  stated
       that  the  basis for that action was that  he    noted  "a
       number   of   irregularities  in  the  relationships   and
       dealings  among the principals of Leggoons and Infinitron,
       "  however  he did not provide any specifics  relating  to
       that  allegation.  Leggoons, Inc., believes  these  claims
       to be baseless and without merit.


       
       Settlement  negotiations  have been  completed,  including
       verbal  approval by Infinitron and Leggoons, Inc., of  the
       settlement documents.  Generally, under the terms  of  the
       settlement,  Leggoons, Inc. shareholders  are  to  receive
       186,721   shares   of  Infinitron  common   stock,   which
       represents  approximately  3% of Infinitron's  outstanding
       shares  of  common stock on August 5, 1996.   The  186,721
       shares of common stock of Infinitron will be held for  the
       benefit  of  the  Leggoons, Inc.,  stockholders  as  their
       "loss of the bargain" under the proposed merger.


       
       As of March 31, 1999, the settlement agreement has not
       been executed by all parties.  If, and when, this
       settlement agreement is executed the Company will be able
       to determine how any proceeds of the settlement agreement
       affect its plan of operations for the next twelve months.
       There can be no assurance that a settlement agreement
       will be executed and the shareholders will receive any
       proceeds.



       Year 2000 Issue


       
       Most companies have computer systems that use two digits
       to identify a year in the  date field (e.g. "99" for
       1999).  These systems must be modified to handle turn-of-
       the century calculations.  If not corrected, systems
       failures or miscalculations could occur, potentially
       causing disruptions of operations, including, among other
       things, the inability to process transactions or engage
       in other normal business activities.  This creates
       potential risk for all companies, even if their own
       computer systems are Year 2000 compliant.
       
       
       
       The Company is in the process of developing an ongoing
       program of communication with suppliers and vendors to
       determine the extent to which those companies are
       addressing Year 2000 compliance issues.  There can be no
       assurance that the Company will be able to develop a
       contingency plan that will adequately address issues that
       may arise in the Year 2000.
       
       
       
       In 1999, a contingency plan will be developed in the
       event key or critical suppliers or vendors are unable to
       meet the Year 2000 compliance.  The timeframe for
       completing or documenting contingency plans has not been
       finalized.
       
       
       
       The Company's Year 2000 plans are based on management's
       best estimates.  Based on currently available
       information, management does not believe that the Year
       2000 issues will have a material adverse impact on the
       Company's financial condition or results of operations;
       however, because of the uncertainties in this area, no
       assurances can be given in this regard.



Item 7.   Financial Statements


       
       Financial statements as of and for the year ended August
       31, 1998, and for the year ended August 31, 1997 are
       presented in a separate section of this report following
       Part IV.



Item 8.   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure


       
       N/A


                                
                            PART III

Item  9.    Directors,  Executive Officers  and  Compliance  With
Section 16(a) of the Exchange Act

       (a) Directors and Executive Officers
       
       
       Thomas  S.  Hughes, 50, Chief Executive Officer, President
       and  Director  of  the  Company since  1997.   Founder  of
       Electronic Transactions and Technologies (formerly HPOS).



       Jack M. Hall, 67, Director of the Company since 1997



       D. Diane Hewitt, 50, Director of the Company since 1997.



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


       
       Section  16(a)  of  the Securities Exchange  Act  of  1934
       requires  the  Company's directors,  certain officers  and
       persons  holding 10% or more of the Company's       common
       stock  to  file  reports  regarding  their  ownership  and
       regarding their     acquisitions and dispositions  of  the
       Company's common stock with the Securities   and  Exchange
       Commission.   The  Company is unaware  that  any  required
       reports were not timely filed.



Item 10.  Executive Compensation


  
       The  following  table  sets forth  information  concerning
       compensation paid by BETTING, INC.  for services  rendered
       during  fiscal  year 1998, 1997, and 1996  for  the  Chief
       Executive  Officer  and for each of  the  Company's  other
       executive  officers whose annual salary and bonus  exceeds
       $100,000.













Summary Compensation Table

<TABLE>
                                                                                                                              
<S>          <C>   <C>               <C>               <C>               <C>               <C>               <C>               <C>
                                                                                                                              
Name and     Year  Salary ($)        Bonus ($)         Other ($)         Stock ($)         SARs(#) ($)       Options/ ($)      Comp.
Principal    
Position
Thomas       1998  -0-               -0-               -0-               -0-               -0-               -0-               -0-
Hughes      
Thomas       1997  -0-               -0-               -0-               375,000           -0-               -0-               -0-
Hughes/     
James S.     1996  -0-               -0-               -0-               -0-               -0-               -0-               -0-
Clinton,    
President
and
Chief Execu-
tive Officer
</TABLE>
       
       Perquisites  and  other  personal  benefits  are   omitted
       because  they do not exceed either $50,000 or 10%  of  the
       total  of  annual salary and bonus for the named executive
       officer.

Item  11.   Security Ownership of Certain Beneficial  Owners  and
Management

The  following  table  sets forth, as of  August  31,  1998,  the
beneficial ownership of the Company's Common Stock by each person
who is known by the Company to own      beneficially more than 5%
of  the  issued  and outstanding shares of the  Company's  Common
Stock.
                                                
<TABLE>                                         
                                                
<S>                                 <C>                     <C>
                                                
Name and Address of                 Amount and Nature of    Percent of Class
Beneficial Owner                    Beneficial Ownership
James S. Clinton                    1,417,000(1)            18.0%
30 Ginger Cove Road
Valley, NE  68064

Thomas S. Hughes                    1,000,000               12.7%
31310 Eaglehaven Circle
Rancho Palos Verdes, CA 90275
</TABLE>                                        

1    On January  24,  1996, Mr. Larry Langston entered into an Option
           Agreement  with Steven Walters, a former  officer  and
           director  of Leggoons, Inc., which grants Mr.  Walters
           an  option  to  purchase  261,500  of  Mr.  Langston's
           common  stock  shares.  The option price is  $100,000,
           the  option may not be exercised prior to November 23,
           1996,  and expires on July 24, 1997.  Mr. Walters,  in
           turn,  has  assigned the right to purchase 130,750  of
           such shares to the Claude E. Clinton Family Trust  for
           which   Mr.  Clinton,  an  officer  and  director   of
           Leggoons,  Inc., acts as Trustee (Mr. Clinton  is  not
           the  beneficiary  of the trust but has  the  right  to
           vote the shares) in consideration of $50,000 cash  and
           a  loan to Mr. Walters in the amount of $50,000.   The
           option  was  exercised by Mr. Walters.   However,  the
           shares are not included in the total shares for  James
           S.  Clinton due to the additional shares being  issued
           after August 31, 1998.
       
       The  following table shows, as of August 31, 1998, certain
       information  with  respect to BETTING, INC.  Common  Stock
       beneficially owned by directors and executive officers  of
       the  Company.   Unless  otherwise noted,  all  shares  are
       owned  directly  or  indirectly  with  sole  voting    and
       investment power.
                                                
<TABLE>                                         
                                                
<S>                                 <C>                     <C>
                                                
Name and Address of                 Amount and Nature of    Percent of Class
Beneficial Owner                    Beneficial Ownership
Thomas S. Hughes                    1,000,000               12.7%
31310 Eaglehaven Circle
Rancho Palos Verdes, CA 90275
All officers and                    1,000,000               12.7%
directors as a group
(1 individual)
</TABLE>                                        

1    Shares  reported include shares owned by spouses of officers and
     directors.  No options to acquire any BETTING,  INC.  common
     stock are owned by any officer or director.

Item 12.  Certain Relationships and Related Transactions
       
       During  the  years  ended August 31, 1998  and  1997,  the
       salient  details  of certain transactions  which  occurred
       between  the  Company and its officers and  directors  are
       set  forth  below.  With respect to each such transaction,
       the  Company  believes that the terms of each  transaction
       were  approximately as favorable to the Company  as  could
       have been obtained from an unrelated third party.
       
       
       
       The  Company utilized cash accounts maintained by HPOS  to
       fund  day  to  day operations of the Company.   Thomas  S.
       Hughes  is the Chairman of both the Company and HPOS.   At
       August  31, 1998, the net result of these transactions  is
       a payable to HPOS of $18,969.
       
       
       
       The  Company  issued 750,000 shares of  restricted  common
       stock  to  James S. Clinton as full payment for an  amount
       due to stockholder of $35,135.
       
       
       
       The Company issued 1,000,000 shares of restricted common
       stock to Thomas S. Hughes during May 1997.  The Company
       did not receive any cash consideration for this common
       stock issuance and has treated this as an expense to the
       Company of $375,000.


       
       The Company utilized cash accounts maintained by HPOS to
       fund day to day operations of the Company.  Thomas S.
       Hughes is the Chairman of both the Company and HPOS.  At
       August 31, 1997, the net result of these transactions is
       a receivable from HPOS of $38,071.  At August 31, 1997,
       the $38,071 has been expensed by the Company as licensing
       fees that are due to HPOS.
       
       
       
       The Company issued 286,234 shares of common stock valued
       at $41,864 to former associates of Thomas S. Hughes at a
       company called Betts, Inc.
       
       
       
       
                                
                             PART IV

Item 13.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

       (a) Index to Financial Statements and Schedules
       
       See index to financial statements and supporting
       schedules on page 13 of this annual  report on Form 10-
       KSB.

       (b) Reports on Form 8-K

       None

       (c) Index to Exhibits
       
       Any  exhibits  filed  with  the  Securities  and  Exchange
       Commission  will  be  supplied  upon  written  request  of
       Thomas  S. Hughes, Betting, Inc., 31310 Eaglehaven Circle,
       Rancho Palos Verdes, CA  90275.  A charge will be made  to
       cover copying costs.  See Exhibit Index below.

Number                        Exhibit Description

3.1            Leggoons, Inc. Articles of Incorporation and
               Amendments, incorporated by reference to Exhibit
               3.1 of Leggoons, Inc. Registration Statement on
               Form S-1 filed on October 28, 1993.
       
3.2            Leggoons, Inc. Bylaws Amended, incorporated by reference to
               Exhibit 3.2 of Leggoons, Inc. Registration Statement on Form S-1
               filed on October 28, 1993.

3.3            Leggoons, Inc. Agreement to License Assets

4.2       Class A Warrant Agreement, incorporated by reference
          to Exhibit 4.2 of   Leggoons, Inc. Registration
          Statement on Form S-1 filed on October 28,   1993.

10.1    Assignment  for  Benefit of  Creditors,  incorporated  by
        reference  to Exhibit 10.1 of Leggoons, Inc., Form 8-K  filed  on
        June 27, 1996.

BETTING, INC.

(Formerly Leggoons, Inc.)

Independent Auditor's Report

Financial Statements

Balance Sheet

Statements of Operations

Statements of Stockholders' Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

George Brenner
CERTIFIED PUBLIC ACCOUNTANT
9300 WILSHIRE BOULEVARD, SUITE 490
                                
                 BEVERLY HILLS CALIFORNIA 90212
                                
                        AUDITOR'S REPORT
                                
                                
     
     Board of Directors
     
     Betting, Inc.
     
     Rancho Palos Verdes
     
     I have audited the accompanying balance sheet of
     Betting, Inc. as of August 31, 1998 and the related
     statements of operations, changes in stockholders'
     equity, (deficit), and cash flows for the years ended
     August 31, 1998 and 1997. These financial statements
     are the responsibility of the Company's management. My
     responsibility is to express an opinion on these
     financial statements based on my audit.
     
     
     
     I conducted my audit in accordance with generally
     accepted auditing standards. Those standards require
     that I plan and perform the audit to obtain reasonable
     assurance about whether the financial statements are
     free of material misstatements. An audit includes
     examining, on a test basis, evidence supporting the
     amounts and disclosures in the financial statements. An
     audit also includes assessing the accounting principles
     used and significant estimates made by management, as
     well as evaluating the overall financial statement
     presentation. I believe that my audit provides a
     reasonable basis for my opinion.
     
     
     
     In my opinion, the financial statements referred to
     above present fairly, in all material respects, the
     financial position of Betting, Inc. as of August 31,
     1998, and the results of its operations and its cash
     flows for the years ended August 31, 1998 and 1997, in
     conformity with generally accepted accounting
     principles.
     
     
     
     The accompanying financial statements have been
     prepared assuming that the Company will continue as a
     going concern. As more fully described in Note 8A
     ("Continued Existence") to the financial statements,
     the Company's recurring losses from operations and
     inability to generate sufficient cash flow from normal
     operations raise substantial doubt about its ability
     to continue as a going concern. Management's plans in
     regard to these matters are also described in Note 8A.
     The financial statements do not include any
     adjustments to reflect the possible future effects on
     the recoverability and classification of assets or the
     amounts and classification of liabilities that may
     result from the possible inability of the Company to
     continue as a going concern.
     
     
     
     As discussed in Note 8B ("Common Stock Issued in
     Excess of Authorized Shares") the Company is
     attempting to convert excess shares of common shares
     issued to preferred shares.  The effect, if any, of
     this uncertainty on the future operations of the
     Company cannot presently be determined.
     
     
     
     Very truly yours,
     /s/ George Brenner
     
     George Brenner, CPA
     April 7, 1999
     Beverly Hills, California
                                
                          BETTING, INC.
                    (formerly Leggoons, Inc.)
                          BALANCE SHEET


                                           
<TABLE>                                    
                                           
<S>                                        <C>
                                           
                                           August 31, 1998
ASSETS                                     
Current Assets:                            
Cash                                        $0
Total current assets                       0
Total Assets                               $0
LIABILITIES AND STOCKHOLDERS' EQUITY       
(DEFICIT)
Current Liabilities:                       
Accounts payable                            $283,971
Due to related party                        18,969
Commissions payable                         21,400
Total current liabilities                  324,340
Contingencies (Note 8)                     
Stockholders' Equity (Deficit):            
Common stock, $.01 par value, authorized   142,842
10,000,000 shares; issued and outstanding,
14,284,234 (Note 8b)
Preferred stock, $.01 par value,           
authorized 5,000,000 shares; issued and
outstanding - none (Note 8b)
Additional paid-in capital                 5,000,420
Accumulated deficit                        (5,467,602)
Total stockholders' equity (deficit)       (324,340)
Total Liabilities and Stockholders' Equity $0
(Deficit)
</TABLE>                                   
                                
 See accompanying notes to financial statements and accompanying
                        auditor's report
                                
                          BETTING, INC.
                    (formerly Leggoons, Inc.)
                    STATEMENTS OF OPERATIONS
<TABLE>                                             
<S>                              <C>                <C>
                                                    
                                                    
                                 Year Ended August  Year Ended
                                 31, 1998           August 31,
                                                    1997
Revenue                          $0                 $0
Operating Expenses (Note 4)                         
Consulting Fees                   122,020            565,740
General and Administrative        74,948             175,774
Expenses
Research and Development          0                  450,331
Expenses
Software Development Costs        0                  507,600
Total Operating Expenses         (196,968)          (1,699,445)
Net Loss (Note 1)                $(196,968)$        (1,699,445)
Net Loss per Common Share        $(.02)             $(.41)
Weighted Average Common Shares   10,994,465         4,106,620
Outstanding
</TABLE>                                            
                                
 See accompanying notes to financial statements and accompanying
                        auditor's report
                                
                          BETTING, INC.
                    (formerly Leggoons, Inc.)
          STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>

<S>                 <C>               <C>               <C>               <C>               <C>               <C>
                                                                                                              
                    Number of common  Par value         Preferred stock   Additional paid-  Accumulated       Stockholders'
                    shares                                                in capital        deficit           equity (deficit)
Balance at August   2,787,000         27,870            0                 3,522,792         (3,571,189)       (20,527)
31, 1996

Issuance of         346,000           3,460             0                 82,040            0                 85,500
346,000 shares of
Common stock at
$.25 per share
(Cash Transaction)
Issuance of         2,999,734         29,997            0                 925,708           0                 955,705

2,999,734 shares
of  Common stock
(1) (Non-Cash
Transactions)

Issuance of         1,710,500         17,105            0                 324,995           0                 342,100
1,710,500 shares
of Common stock at
$.20 per share
(Non-Cash
Transactions)

Net loss            0                 0                 0                 0                 (1,699,445)       (1,699,445)

Balance at August   7,843,234         $78,432           $0                $4,855,535        ($5,270,634)      ($336,667)
31, 1997

Issuance of         6,441,000         64,410            0                 144,885           0                 209,295
6,441,000 shares
of  Common stock
at various $ per
share [1] (Non-
Cash Transactions)

Net loss            0                 0                 0                 0                 (196,968)         (196,968)

Balance at August   14,284,234        $142,842          $0                $5,000,420        ($5,467,602)      ($324,340)
31, 1998
</TABLE>

(1)  S-8 common shares valued at market value on day of issuance;
Restricted  common  shares  valued at  market  value  on  day  of
issuance   less  50%  discount;  Common  shares  for   which   no
performance was received valued at par value of $.01  per  common
share.
                                
 See accompanying notes to financial statements and accompanying
                        auditor's report
                                
                          BETTING, INC.
                    (formerly Leggoons, Inc.)
                    STATEMENTS OF CASH FLOWS
                                                    
<TABLE>                                             
                                                    
<S>                             <C>                 <C>
                                                    
                                Year Ended August   Year Ended August
                                31, 1998            31, 1997
Operating Activities                                
    Continuing operations:                          
Net loss (Note 7)               $(43,808)           $(401,640)

Changes in assets and
liabilities:
Accounts payable                 21,793              270,839

Commissions payable              3,001               18,399

Cash Used in Operating          (19,014)            (112,402)
Activities

     Financing Activities
Continuing operations:                              
Proceeds from additional         18,969              26,947
borrowings from stockholder

Proceeds from issuance of        0                   85,500
common stock

Cash Provided by Financing      18,969              112,447
Activites
Net Increase (Decrease) in      (45)                45
Cash

Cash at Beginning of Year       45                  0
Cash at End of Year             $0                  $45
</TABLE>                                            

Supplemental Disclosures:

The Company paid $0 and $0 for interest for the years ended
August 31, 1998 and 1997, respectively. The following summarizes
noncash investing and financing transactions:
                                                             
<TABLE>                                                      
                                                             
<S>                                                          <C>
                                                             
Year Ended August 31,                                        1998
                                                             
Issuance of 5,341,000 shares of common stock for services    $153,16
rendered                                                     0
                                                             
Issuance of 750,000 shares of common stock for payment on    35,135
due to stockholder
                                                             
Issuance of 350,000 shares of common stock for payment on    21,000
accounts payable
                                                             
Year Ended August 31,                                        1997
                                                             
Issuance of 4,710,234 shares of common stock for services    $1,297,805
rendered
                                                             
</TABLE>                                                     
                                
 See accompanying notes to financial statements and accompanying
                        auditor's report
                                
                          BETTING, INC.
                    (formerly Leggoons, Inc.)
                  NOTES TO FINANCIAL STATEMENTS
              Years ended August 31, 1998 and 1997

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Betting, Inc. (the "Company") is positioning itself to facilitate
same  as  cash  ATM  card  or smart card  transactions  that  are
originating from bank host processing centers and are being  sent
to  gaming operators.  These transactions are being effected with
electronic equipment that allows self service pay per play and no
actual communications between the player and the gaming operator.
These  type  of  transactions  will be  originating  from  homes,
offices, and public walk in locations.  The Company will  act  as
the interface that will communicate data to the gaming operators,
receive  back  their acknowledgment of the transaction  and  then
pass  on  this gaming acknowledgment to the bank host  processing
center  that  has been standing by for this information  and  has
already  completed the bank authorization of  the  pay  per  play
transaction.  The business model of the Company is to  receive  a
fee  per  transaction  paid to Betting, Inc.  by  the  bank  host
processing center at the moment of the transaction.  In  general,
this  fee will be from between 2% to 6% of the wager placed on  a
pay  per  play  or a $6 flat fee in the case of an account  being
opened.  The Company has many characteristics commonly associated
with  a  development stage company.  A development stage  company
devotes  substantially all of its efforts to establishing  a  new
business and its planned principal operations either (a) have not
commenced  or  (b)  have  commenced, but have  not  produced  any
significant  revenue.   However, due to the company's  previously
established  operation  as a public shell,  a  development  stage
company  presentation  is  not appropriate  for  these  financial
statements.

Leggoons,  Inc.,  was  engaged  in the  design,  manufacture  and
distribution of apparel and related accessories which  were  sold
to  better  specialty and department stores nationwide under  the
brands:  Leggoons, CPO by Leggoons, John Lennon  Artwork  Apparel
and  Snooggel.  On January 19, 1996, Leggoons,  Inc.,  adopted  a
formal  plan to discontinue the designing, selling, manufacturing
and  distribution of its apparel products.  As part of such plan,
Leggoons,  Inc., discontinued production on April 30,  1996,  and
intended to either sell or liquidate the operations within twelve
months  of  that  date.   On  June  12,  1996,  Leggoons,   Inc.,
transferred  all of its assets and liabilities to a  third  party
assignee,  under  an "Assignment for Benefit of  Creditors."   An
Assignment  is  a  business liquidation device  available  as  an
alternative to bankruptcy.  The third party assignee, a  Nebraska
corporation  named  Leggoons, Inc. II, is required  to  properly,
timely  and  orderly  dispose of all  remaining  assets  for  the
benefit of creditors.  Leggoons, Inc., continued to maintain  its
status as a shell corporation.

On February 18, 1997, Leggoons, Inc., entered into an Agreement
to License Assets from Home Point of Sales, Inc.(HPOS).  HPOS is
a privately held corporation focused on the emergence of the
Personal Encrypted Remote Financial Electronic Card Transactions
industry.  This industry provides consumers with the option to
instantly pay bills or impulse purchase from home with real time
cash transactions. Management believes the proprietary technology
and the large demand for wagering opportunities in today's
marketplace will combine to generate substantial sales for
Leggoons, Inc., over the medium term.

Under terms of the Licensing Agreement, the Company will issue
2,900,000 shares of restricted common stock to HPOS in exchange
for licensing home ATM card and SMART card wagering technology
developed by HPOS.  Of this amount, 2,755,000 shares will be
placed in escrow and are subject to cancellation on February 10,
1998, in the event the bid price of the common stock of the
Company is not at least $3.00 per share for any twenty
consecutive day period as reported on the NASD's Electronic
Bulletin Board or NASDAQ's Small Cap Market from the date of the
agreement through February 10, 1998.

As of the date of these financial statements the terms of the
Licensing Agreement have not been met by the Company.  However,
the Company has entered into amendment(s) of the original
agreement that provide for an extension of the cancellation
deadline from February 10, 1998, to September 1, 1999, subject to
certain conditions specified in the agreement.  As of the date of
these financial statements, none of the conditions have been met.
All condtions set forth in the original agreement need to be met
on or before September 1, 1999.
                                
                See accompanying auditor's report

The License Agreement also provides that in the event that the
bid price for the common stock of the Company is more than $3.00
per share for any twenty consecutive day period, then HPOS shall
have the option to purchase up to 13,822,000 additional shares of
the Company common stock at an exercise price of $.30 per share.

Thomas S. Hughes, Chairman of HPOS, became Chairman and President
of Leggoons on March 1, 1997.  He will focus on procedures,
policies and State approvals to begin home lottery, off track
betting, casino and sports ATM card and SMART card wagering.  The
Company intends to seek shareholder approval of its name change
from Leggoons, Inc. to Betting, Inc.

REVENUE RECOGNITION

Revenue from product sales is recognized upon consummation of a
transaction

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, demand deposits,
and short-term investments with original maturities of three
months or less.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to expense when
incurred.  Costs incurred to internally develop software,
including costs incurred during all phases of development, are
charged to expense as incurred.

STOCKHOLDERS' EQUITY

The following valuation policies were used so that a financial
value can be assigned to stock issuance transactions: the closing
"market" stock price on the day of each common stock issuance was
used to determine "fair market value" of unrestricted common
shares issued; the closing "market" stock price on the day of
each common stock issuance less a 50% discount was used to
determine "fair market value" of restricted common shares issued.
Common shares that were issued and for which no performance was
received were valued at par value, $.01 per share.

EARNINGS (LOSS) PER COMMON SHARE

Net earnings (loss) per common share is computed using the
weighted average number of common and common equivalent shares
outstanding during the period.  Shares issuable pursuant to
outstanding stock warrants have been excluded from the
computation as the effect is antidilutive.  Fully diluted net
loss per share for all periods presented is not materially
different from primary loss per share.

DEFERRED INCOME TAXES

Deferred income taxes are recognized for temporary differences
between the bases of assets and liabilities for financial
statement and income tax purposes.  If it is more likely than not
that all or some portion of a deferred tax asset will not be
realized, a valuation allowance is recorded. (See Note 2)

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those estimates.
                                
                See accompanying auditor's report

(2)  INCOME TAXES

Betting, Inc., has unused net operating loss (NOL) carryforwards
of approximately $2,800,000 at August 31, 1998, that were
generated by Leggoons, Inc.  The unused net operating losses
expire in various amounts from 2009 to 2012.  However, due to
change of ownership rules of section 382 of the Internal Revenue
Code some or all of these NOL carryforwards may be unavailable to
offset any future income of Betting, Inc.  The Company generated
losses of approximately $1,658,000 during the six month period
ended August 31, 1997, and losses of approximately $197,000
during the year ended August 31, 1998.  These losses, totaling
$4,655,000 may not qualify as federal and state NOL carryforwards
due to the possible nondeductibility of the noncash service costs
incurred and the change of ownership rules of section 382 of the
Internal Revenue Code.  The Company provides an allowance for the
entire amount of any deferred tax assets that are applicable to
the NOL.

(3)  COMMON STOCK WARRANTS

The Company had outstanding warrants to purchase approximately
900,000 shares of common stock.  The warrants were exercisable at
$3.75 per share and expired on November 18, 1997.

(4)  STOCKHOLDERS' EQUITY (DEFICIT)

During the period September 1, 1997, through August 31, 1998, the
Company issued 6,441,000 shares of common stock for services
rendered and payments on accounts payable.  For the shares of
common stock issued for services rendered during the period
September 1, 1997, through August 31, 1998, the following
valuation policies were used so that a financial value could be
assigned to the stock issuance transactions: the closing "market"
stock price on the day of each common stock issuance was used to
determine "fair market value" of the 1,369,000 unrestricted
common shares issued; the closing "market" stock price on the day
of each common stock issuance less a 50% discount was used to
determine "fair market value" of the 2,322,000 restricted common
shares issued. Common shares that were issued and for which no
performance was received, 2,750,000 shares, were valued at par
value, $.01 per share.  For the 2,750,000 shares of common stock
issued for which no performance was received a stop has been
placed on the stock certificates with the Company's stock
transfer agent.

For the period September 1, 1997, through August 31, 1998, the
financial value of the common stock issued for no cash
consideration is required to be expensed by the Company.  The
"fair market value" of such common stock issued, $153,160, has
primarily been expensed as $122,020 in consulting fees and
$31,140 in general and administrative expenses during the year
ended August 31, 1998.  Some of the common stock shares issued
were registered with the Securities and Exchange Commission using
Form S-8 Registration Statements.

During the period March 1, 1997, through August 31, 1997, the
Company issued 4,710,234 shares of common stock for services
rendered.  For the 2,999,734 shares of common stock issued for
services rendered during the period March 1, 1997, through May
31, 1997, the following valuation policies were used so that a
financial value could be assigned to the stock issuance
transactions: the closing "market" stock price on the day of each
common stock issuance was used to determine "fair market value"
of the 520,000 unrestricted common shares issued; the closing
"market" stock price on the day of each common stock issuance
less a 50% discount was used to determine "fair market value" of
the 1,725,734 restricted common shares issued. Common shares that
were issued and for which no performance was received, 754,000
shares, were valued at par value, $.01 per share.  For the
1,710,500 shares of common stock issued for services rendered
during the period June 1, 1997, through August 31, 1997, an
average closing stock price of $.20 was used to determine "fair
market value" of each share issued so that a financial value
could be assigned to the stock issuance transactions.

For the period September 1, 1996, through August 31, 1997, the
financial value of the common stock issued for no cash
consideration is required to be expensed by the Company.  The
"fair market value" of such common stock issued, $1,297,805, has
primarily been expensed as $304,240 in consulting fees, $445,128
in research and development costs, $500,000 in software
development costs and $48,437 in general and administrative
expenses during the year ended August 31, 1997.  Some of the
common stock shares issued were registered with the Securities
and Exchange Commission using Form S-8 Registration Statements.
                                
                See accompanying auditor's report

(5)  RELATED PARTY TRANSACTIONS

COMMON STOCK ISSUED

The Company issued 1,000,000 shares of restricted common stock to
Thomas S. Hughes during the year ended August 31, 1997.  The
Company did not receive any cash consideration for this common
stock issuance and was valued at $375,000.  See Note (4).

The Company issued 286,234 shares of restricted common stock to
former asscoiates of Thomas S. Hughes at a company called Betts,
Inc.  The restricted common shares were valued at $41,864.

TRANSACTIONS WITH HPOS

The Company utilized cash accounts maintained by HPOS to fund day
to day operations of the Company.  Thomas S. Hughes is the
Chairman of both the Company and HPOS.  At August 31, 1998, the
net result of these transactions is a payable to HPOS of $18,969.

DUE TO STOCKHOLDER

The Company had a due to stockholder payable to James S. Clinton,
former Chairman of Leggoons, Inc., in the amount of $35,135 for
advances made to Leggoons, Inc., prior to March 1, 1997.  This
was paid in full by the issuance of 750,000 shares of restricted
common stock during the year ended August 31, 1998.

(6)  FOURTH QUARTER ADJUSTMENTS (UNAUDITED)

In the fourth quarter of 1998 and 1997, the Company recorded
adjustments that increased its net loss by approximately $27,500
and$1,558,000, respectively.  These adjustments were primarily
related to the issuance of common stock for no cash
consideration.

 (7) CASH FLOW AND INCOME STATEMENT RECONCILIATION

The following reconciles noncash financing transactions for the
years ended August 31, 1998 and August 31, 1997:
                                                             
<TABLE>                                                      
                                                             
<S>                                        <C>               <C>
                                                             
                                           1998              1997
Net loss from Continuing Operations        $43,808           401,640
Issuance of common stock for Consulting    153,160           1,297,805
Fees and General and Administrative
Expenses
Income Statement Net Loss                  $196,968          $1,699,445
</TABLE>                                                     
                                
                See accompanying auditor's report

(8) CONTINGENCIES

(A) CONTINUED EXISTENCE

The Company's financial statements are presented on the going
concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.  As
shown in the accompanying financial statements, the Company has
shown a significant loss from operations and has negative working
capital and a stockholders' deficit.  This raises substantial
doubt about the Company's ability to continue.

The Company's continued existence is dependent upon its ability
to resolve its liquidity problems, principally by obtaining
additional debt financing and equity capital and ultimately upon
achieving profitability.  While pursuing additional debt and
equity funding, the Company must continue to operate on limited
cash flow. Management is committed to developing the product and
continues to receive small amounts of funding from private
investors.  It is the goal of management to receive additional
funding from an additional public offering of its common stock
within twelve months.

There is no assurance that the Company can achieve the
profitability and positive liquidity discussed above.  The
financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the
Company to continue as a going concern.

(B) COMMON STOCK ISSUED IN EXCESS OF AUTHORIZED SHARES

During the year ended August 31, 1998, the Company issued a total
of 6,441,000 shares of common stock.  This has resulted in the
total issued common shares exceeding the 10,000,000 common shares
authorized by 4,284,234 common shares.  Most of these shares were
to have been preferred stock.  Due to an error that was
discovered after the close of the year, however, all of the
shares were issued as common shares, resulting in the Company
issuing more common shares than its articles of incorporation
authorize.  The Company is in the process of "recalling" these
certificates totaling 4,550,000 shares and replacing them with
preferred certificates.  The net result will not be significantly
different.  Holders of preferred shares will have a priority over
common stockholders with respect to dividends and liquidation
rights, but no dividends are required or anticipated.  The
preferred stockholders will have voting rights equal to those of
the common stockholders.  The stockholders' equity (deficit)
section of the balance sheet then would be restated as follows to
take into account the preferred stock:
                                                              
<TABLE>                                                       
                                                              
<S>                       <C>               <C>               <C>
                                                              
                          August 31, 1998   Proforma          Restated August
                                            Adjustment        31, 1998
Stockholders' Equity                                          
(Deficit):
Common stock, $.01 par    $142,842          $(45,500)         $97,342
value, authorized
10,000,000 shares;
issued and outstanding,
9,734,234
Preferred stock, $.01     0                 45,500            45,500
par value, authorized
5,000,000 shares; issued
and outstanding -
4,550,000
Additional paid-in        5,000,420         0                 5,000,420
capital
Accumulated deficit       (5,467,602)       0                 (5,467,602)
Total stockholders'       $(324,340)        $0                $(324,340)
equity (deficit)
</TABLE>                                                      

(9) SUBSEQUENT EVENTS (UNAUDITED)

CONSENT DECREE ENTERED WITH SECURITIES AND EXCHANGE COMMISSION

The Company has not, to the date of this report, filed necessary
quarterly or annual reports with the United States Securities and
Exchange Commission (the "SEC") since May 31, 1998.  This
constitutes a violation by the Company of a provision of the
Securities Exchange Act of 1934, as amended.  The Company entered
into a consent decree with the SEC by which the Company agreed to
file all necessary reports by April 9, 1999, and agreed to file
all required reports with the SEC on a timely basis in the
future.
                                
                See accompanying auditor's report
                              
                              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 on April 5, 1999.

BETTING, INC.

By:  /s/ Thomas S. Hughes
     Thomas S. Hughes
     Chairman of the Board,President
     and Chief Financial Officer

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
dates indicated.
     
/s/ Thomas S. Hughes
    Thomas S. Hughes
    Chairman of the Board,        Date   April 7, 1999
    President, Chief Financial
    Officer and Director

/s/ Jack M. Hall
    Jack M. Hall
    Director                      Date   April 7, 1999





/s/ D. Diane Hewitt
    D. Diane Hewitt
    Director                      Date  April 7, 1999