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, 1997
     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.  [  ]

     Revenues for the fiscal year ended August 31, 1997:    $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, 1997, as
reported on the OTC Bulletin Board, was $784,000

     Number of shares of common stock outstanding as of August
31,1997:     7,843,234
                                
Documents Incorporated by Reference: 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  5-8
Financial Condition Results of Operations
Item 7- Financial Statements                     8
Item 8- Changes in and Disagreements with        8-9
Accountants on Accounting and Financial
Disclosure
                   Part III                      
Item 9- Directors, Executive Officers and        9
Compliance With Section 16(a) of the Exchange
Act
Item 10- Executive Compensation                  9
Item 11- Security Ownership of Certain           10
Beneficial Owners and Management
Item 12- Certain Relationships and Related       10-11
Transactions
                    Part IV                      
Item 13- Exhibits, Financial Statement           11
Schedules 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, 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>                       
                                
          Per Share Common Stock Bid Prices by Quarter
            For the Fiscal Year Ended August 31, 1996
                               
<TABLE>                        
                               
<S>                     <C>    <C>
                               
                        High   Low
First Quarter           1 7/8  3/4
Second Quarter          1      7/8
                        9/16
Third Quarter           1      5/16
                        9/16
Fourth Quarter          15/16  3/8
</TABLE>                       
                                
                      (b) Holders of Common Equity
                                
     As of August 31, 1997, 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 1997 and 1996
                                
       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. (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).   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.
       
       The  loss  from continuing operations for the  year  ended
       August  31,  1996,  was $128,920. This  loss  was  due  to
       general  and  administrative  expenses  of  $128,920.  The
       primary   general  and  administrative  expenses  incurred
       during  the  year  ended  August  31,  1996,  were   legal
       expenses   related  to  possible  merger  or   acquisition
       agreements,  accounting fees for the  audit  of  Leggoons,
       Inc.,  financial statements as of and for the  year  ended
       August  31, 1995, and stock expenses required to  maintain
       Leggoons, Inc., public shell status.
       
       Liquidity and Capital Resources
       
       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 $5,270,634.
       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 countries' 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 funds and
       services rendered.  The Company intends to issue Betting,
       Inc. common stock at some point in the future to satisfy
       a $258,000 obligation to the designer and developer of
       the Merchant Response Software used with the Company's
       hardware products.  The $258,000 obligation is included
       in accounts payable at August 31, 1997.

       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 December 31, 1998, 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. "98" for
       1998).  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, 1997, and for the year ended August 31, 1996 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

       On August 1, 1998, the Company engaged the services of
       George Brenner, C.P.A. in Beverly Hills, California, to
       provide an audit of its financial statements for the
       fiscal year ended August 31, 1997.  Mr. Brenner is not
       associated with the August 31, 1996, financial statements
       nor any note references to the financial statements for
       that time period.  The former accountant, BDO Seidman LLP
       in St. Louis, Missouri declined to stand for re-election
       for the 1997 engagement.  The independent auditors'
       reports for August 31, 1996 and 1995, were modified as to
       uncertainties about the entity's ability to continue as a
       going concern.  The decision to change accountants was
       approved by the Company's board of directors with the
       selection of the successor accountants.  The Company and
       its former accountants had no disagreements during the
       fiscal years ended August 31, 1996 and 1995, and through
       the date they declined to stand for re-election.



                            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 1997, 1996, and 1995  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>



                                                              Long-Term Compensation           
                                                                                               
                           Annual Compensation            Awards               Payouts         
                                                                                   
Name and       Year   Salary    Bonus      Other     Stock     Options  LTIP       All Other
Principal             ($)       ($)        ($)       ($)       SARs(#)  Payouts    Compensation
Position                                                                ($)        ($)
Thomas Hughes  1997   -0-       -0-        -0-       375,000   -0-      -0-        -0-
/ James
S.Clinton,
President and
Chief
Executive
Officer
               1996   -0-       -0-        -0-       -0-       -0-      -0-        -0-
               1995   17,631    -0-        -0-       -0-       -0-      -0-        -0-
</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, 1997, 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        1,416,0001              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>                                        

                 1On 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  following table shows, as of August 31, 1997, 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 of Beneficial      Amount and Nature of    Percent of Class
Owner                   Beneficial Ownership1
Thomas S. Hughes        1,000,000               12.7%
All Directors and       1,000,000               12.7%
Officers as a Group (1
individual)
</TABLE>                                        

           1Shares  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  year  ended  August  31,  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 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 12 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.
                  
<TABLE>           
                  
<S>               <C>
                  
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.
</TABLE>          


BETTING, INC.
(Formerly Leggoons, Inc.)


Independent Auditor's Report                             13
Financial Statements
   Balance sheet                                          14
   Statements of operations                               15
    Statements  of  stockholders' equity  (deficit)            16
Statements  of  cash flows                              17  -  18
Notes to financial statements                        19 - 23




                                
                                
                                
                         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, 1997 and the related
     statements of operations, changes in stockholders'
     equity, (deficit), and cash flows for the year then
     ended. 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 did not
     audit the financial statements for the year ended
     August 31, 1996, nor was I engaged to perform any
     accounting services with respect to those financial
     statements.  Consequently, I disclaim any association
     with the accompanying August 31, 1996 financial
     statements and note references to those financial
     statements.
     
     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,
     1997, and the results of its operations and its cash
     flows for the year then ended, 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 9 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 9. 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.
     
     Very truly yours,
     
     
     
     /s/ George Brenner
     George Brenner, CPA
     
     February 24, 1999
     Beverly Hills, California
                                


                         BETTING, INC.
                 (formerly Leggoons, Inc.)
                       BALANCE SHEET

                              
<TABLE>                       
                              
<S>                           <C>
                              
                              August 31, 1997
ASSETS                        
Current Assets:               
Cash                           $45
Total current assets          45
Total Assets                  $45
LIABILITIES AND STOCKHOLDERS' 
EQUITY
Current Liabilities:          
Due to stockholder             $35,135
Accounts payable               283,178
Commissions payable            18,399
Total current liabilities     336,712
Contingencies (Note 9)        
Stockholders' Equity:         
Common stock, $.01 par value,  78,432
authorized 10,000,000 shares;
issued and outstanding,
7,843,234
Preferred stock, $.01 par      
value, authorized 5,000,000
shares;
issued and outstanding - none
Additional paid-in capital     4,855,535
Accumulated deficit            (5,270,634)
Total stockholders' equity    (336,667)
Total Liabilities and         $45
Stockholders' Equity
</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        Year Ended
                                        August 31, 1997   August 31, 1996
Revenue                                 $0                $0
Operating Expenses                                        
Consulting Fees (Note 5)                 565,740           0
General and Administrative Expenses      175,774           128,920
Research and Development Expenses (Note  450,331           0
5)
Software Development Costs (Note 5)      507,600           0
Loss from Continuing Operations (Note 1) (1,699,445)       (128,920)
Discontinued Operations: (Note 2)                         
Income (loss) from discontinued apparel  0                 (259,302)
operations
Loss on disposal of apparel operations,  0                 (469,174)
including a provision for operating
losses during phase-out period
Loss from Discontinued Operations       0                 (728,476)
Net Loss                                $(1,699,445)      $(857,396)
Net Loss per Common Share               $(.41)            $(.31)
Weighted Average Common Shares          4,106,620         2,787,000
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>
                                                                                                             
                   Common Shares     Common Par Value  Preferred Stock   Additional Paid-  Total             Stockholders'
                                                                         in Capital        Accumulated       Equity
                                                                                           Deficit
                                                                                                             
Balance at         2,787,000         $27,870           $0                $2,390,070        ($2,713,793)      ($295,853)
September 1, 1995

Capital            0                 0                 0                 1,132,722         0                 1,132,722
contribution as a
result of
Assignment for
Benefit of
creditors

Net loss           0                 0                 0                 0                 (857,396)         (857,396)

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) & (2)

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
</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 (754,000 common shares) 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        Year Ended
                                     August 31, 1997   August 31, 1996
Operating Activities                                   
Continuing operations:                                 
Net loss (Note 8)                     $(401,640)        $(128,920)
Changes in assets and liabilities:                     
Accounts payable                      270,839           6,377
Commissions payable                   18,399            0
Cash used in continuing operations    (112,402)         (122,543)
Discontinued operations:                               
Net loss                              0                 (728,476)
Adjustments to reconcile net loss to                    
net cash provided by (used in)
discontinued operations
Depreciation and amortization         0                 101,620
Allowance for doubtful accounts       0                 (10,000)
receivable
Loss (gain) on investment in          0                 111,940
partnership
Changes in assets and liabilities     0                 21,550
Inventories                           0                 423,626
Deferred charges                      0                 145,218
Prepaid expenses                      0                 89,233
Accounts payable                      0                 (245,393)
Accrued expenses                      0                 131,017
Cash provided by discontinued         0                 40,335
operations
Cash Used in Operating Activities    (112,402)         (82,208)
Financing Activities                                   
Continuing operations:                                 
Proceeds from additional borrowings   26,947            41,354
from stockholder
Proceeds from issuance of common      85,500            0
stock
Cash provided by continuing           112,447           41,354
operations
Discontinued operations:                               
Net payments on note payable to bank  0                 (160,439)
Payments on long-term debt            0                 (40,903)
Proceeds from additional borrowings   0                 259,969
from stockholder
Cash transferred under Assignment for 0                 (27,654)
Benefit of Creditors
Cash provided by discontinued        0                 30,973
operations
Cash Provided by Financing Activites 112,447           72,327
Net Increase (Decrease) in Cash      45                (9,881)
Cash at Beginning of Year            0                 9,881
Cash at End of Year                  $45               $0
</TABLE>                                               

 See accompanying notes to financial statements and accompanying
                        auditor's report
                          BETTING, INC.
                    (formerly Leggoons, Inc.)
                    STATEMENTS OF CASH FLOWS



Supplemental Disclosures:

The Company paid $0 and $43,382 for interest for the years ended
August 31, 1997 and 1996, respectively.

The following summarizes noncash investing and financing
transactions:

<TABLE>                                                  
<S>                                                      <C>
Year Ended August 31, 1997                               
Issuance of 4,710,234 shares of common stock for         $1,297,
services rendered                                        805
                                                         
Year Ended August 31, 1996                               
Transfer of assets and liabilities under Assignment for  $1,132,722
Benefit of Creditors
</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, 1997 and 1996
                                
(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 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  Leggoons,  Inc.   Pursuant  to  the  terms  of  the
Licensing  Agreement, 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
Leggoons,  Inc., a royalty of five percent of the  net  sales  of
"LEGGOONS"  products.  Also 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."   Included  in the Assignment  were  the  rights  and
obligations of the Licensing Agreement.

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.

                See accompanying auditor's report
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.

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.
Thomas S. Hughes, Chairman of Home Point Sale, Inc., will remain
as Chairman and President of Leggoons, Inc.  The Company intends
to seek shareholder approval 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 3)




                    See accompanying auditor's report
USE OF ESTIMATES

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

(2)  DISCONTINUED OPERATIONS AND DISPOSITION OF ASSETS AND
LIABILITIES

DISCONTINUED OPERATIONS

On January 19, 1996, Leggoons, Inc., adopted a formal plan to
discontinue the designing, selling, manufacturing and
distribution of its apparel products.  The loss from operations
of this discontinued business was $259, 302 and the loss on
disposal including operating losses during the period January 19,
1996, to June 12, 1996, were $469,174.  Sales for this
discontinued business were $1,013,026 for the year ended August
31, 1996.

DISPOSITION OF ASSETS AND LIABILITIES

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.
The approximate book values of all assets and liabilities
transferred on June 12, 1996, are as follows:


Assets

(liabilities)

Cash
27,654
Accounts receivable, less allowance                  204,567
Inventories                                          130,670
Property, plant and equipment, less accumulated depreciation
80,929
Trademark, less accumulated amortization             210,440
Notes payable to banks                             (518,836)
Notes payable to stockholder                       (755,510)
Accounts payable                                   (293,586)
Accrued expenses                                   (213,537)
Bank overdraft                                       (5,513)
Net liabilities transferred                       (1,132,722)

The net liabilities as of June 12, 1996, were removed from the
Company's financial statements by a corresponding credit to
additional paid-in capital of $1,132,722.

(3)  INCOME TAXES

Betting, Inc., has unused net operating loss (NOL) carryforwards
of approximately $2,800,000 at August 31, 1997, 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.  These losses 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.



                See accompanying auditor's report
(4)  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.

(5)  STOCKHOLDERS' EQUITY (DEFICIT)

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.

(6)  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 (5).

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.

DUE TO STOCKHOLDER

The Company has 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.





                See accompanying auditor's report
(7)  FOURTH QUARTER ADJUSTMENTS (UNAUDITED)

In the fourth quarter of 1997, the Company recorded adjustments
that increased its net loss by approximately $1,558,000.  These
adjustments were primarily related to the issuance of common
stock for no cash consideration during the period March 1, 1997,
through August 31, 1997.

(8) CASH FLOW AND INCOME STATEMENT RECONCILIATION

The following reconciles noncash financing transactions for the
year ended August 31, 1997:

     Net loss from Continuing Operations
$  401,640
             Issuance of 4,710,234 shares of common stock for
Consulting
              Fees, Research and Development and Software
Development
     And General and Administrative Expense
1,297,805

     Income Statement Loss from Continuing Operations
$1,699,445


(9) CONTINGENCIES

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.

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.

(10) SUBSEQUENT EVENTS (UNAUDITED)

COMMON STOCK ISSUED

In October 1997 the Company issued 750,000 common shares to James
S. Clinton as full payment on the $35,135 due to stockholder.

Subsequent to August 31, 1997, the Company has issued
approximately 1,000,000 shares of common stock for services
rendered.  The "fair market value" of this issued stock is
estimated to be approximately $50,000.

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 September 30, 1997. 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.


                              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 February 15, 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
     President, Chief Financial
     Officer and Director

/s/ Jack M. Hall
     Jack M. Hall
     Director                       Date


/s/ D. Diane Hewitt
     D. Diane Hewitt
     Director                       Date