UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q SB
File Number 0-27715
( ) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly report ended September 30, 1999
(X) TRANSITION REPORT PURSUANT TO SECTION
13 OT 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
July 1, 1999 to September 30, 1999
Commission File number
E-VEGAS.COM, INC.
(Exact name of registrant as specified in charter)
Nevada 94-3342064
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1128-789 West Pender St., Vancouver, B.C. V6C1H2
(Address of principal executive office) (Zip Code)
(604) 608-6828
Registrant's telephone number, including area code
N/A
(Former name, former address, former fiscal year,
if changed since last report)
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), Yes [X] No [ ]
and (2) has been subject to such filing requirements
for the past 90 days. Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the
last practicable date.
Class Outstanding as of September 30, 1996
Common Stock, $0.001 21,392,000
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompany unaudited financial statements have
been prepared with accordance with the instructions
for Form 10-Q pursuant to the rules and regulations
of the Securities and Exchange Commission and,
therefore, do not include all information and
footnotes necessary for a complete presentation
of the financial position, results of operations,
cash flows, and stockholders' equity in conformity
with generally accepted accounting principles. In
the opinion of management, all adjustments considered
necessary for a fair presentation of the results of
operations and financial position have been included
and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of September
30, 1999, and the related audited balance sheet of the
company as of December 31, 1998, the unaudited statements
of operations and cash flows for the nine months ended
September 30, 1998 and 1999 and the unaudited statements
of stockholders' equity for the period from inception,
February 10, 1997 through September 30, 1999, are attached
hereto and incorporated herein by this reference.
Operating results for the quarter ended September 30, 1999,
are not necessarily indicative of the results that can be
expected for the year ending December 31, 1999. The
unaudited balance sheet of the Company as of September
30, 1999 and the related audited balance sheet of the
Company as of December 31, 1998, the unaudited statements
of operations and cash flows for the nine months ended
September 30, 1999 and 1998 and the unaudited statements
of stockholders' equity for the period from February 10,
1997 (inception) through September 30, 1999, are attached
hereto and incorporated herein by this reference.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Ability of the Company to Continue
The Company had had a net operating loss of $1,617,544
since inception. The company will need additional
working capital in order to continue as a going concern
and the management believes they can accomplish this
objective through additional equity funding however there
is no assurance that the Company will be able to obtain
this objective.
Liquidity and Capital Resources
At September 30, 1998 the Company had total liabilities
of $511,845 and equities to meets its obligations of
$565,476 plus future revenues.
Result of Operations
The Company has had minimal start up revenues of
$1,341,867 less a loss of investment of $296,042
or net revenues of $1,045,818 during this reporting
period.
Sale of Unregistered Securities
During the period July 1, to September 30, 1999 the
Registrant completed a stock sale totaling 2,612,000
shares of common stock with net proceeds of
$653,000.00. The proceeds of the sale were used
as working capital.
E-VEGAS.COM, INC.
(formerly Clear Water Mining)
(A Development Stage Company)
BALANCE SHEET
September 30, 1999 and December 31, 1998
September 30 December 31
1999 1998
Current Assets
Cash $ 18,742.84 $ 29.35
Prepaid Expenses - 264.25
Accounts Receivable 254,038.37 -
Deposits 94,836.70
Investments 30,000.00
Total Current Assets 397,618.91 293.60
Fixed Assets
Leasehold Payments - 26,354.17
Total Fixed Assets - 26,354.17
Other Assets
Investments 174,500 -
Equipment 317,754.10 -
Software 231,861.20 -
Other Fixed Assets 15,000 -
Accumulated
Depreciation <53,411.67>
Total Assets 1,083,321.54 26,647.77
E-VEGAS.COM, INC.
(formerly Clear Water Mining)
(A Development Stage Company)
BALANCE SHEET
September 30, 1999 and December 31, 1999
September 30 December 31
1999 1998
Current Liabilities
Long Term Liabilities
Payable to Affiliates $ - $ 4,941.60
Loans Payable 511,845.06 -
Total Long Term
Liabilities 511,845.06 4,941.60
Equity
Common Stock 21,392.00 12,000.00
Paid in Capital 2,161,628.00 98,020.00
Retained Earnings <88,313.83> <79,925.54>
Current loss <1,529,229.69> <8,388.29>
Total 565,476.48 21,706.17
Total Equity 565,476.48 21,707.17
Total Liabilities and
Equity 1,077,321.54 26,647.77
E-VEGAS.COM, INC.
(formerly Clear Water Mining)
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Nine Months ended September 30, 1999
And 1998 and the Period February 10, 1997 (date of
Inception) to September 30, 1999
February 10, 1997
September 30 September 30 (date of inception)
1998 1999 to September 30, 1999
Revenues
Cost of Goods
sold - 1,045,818.30 1,045,818.30
Gross Profit - <1,426,160.08> <1,426,160.08>
Other Income - 4,978.34 4,978.34
Expenses
Accounting 2,335.75 19,232.56 22,738.20
Advertising - 96,517.76 96,517.76
Amortization 5,270.83 1,757.11 7,027.94
Bank Charges - 4,391.41 4,687.06
Employee Benefits - 11,007.04 11,007.04
Consulting - 176,270.74 193,397.74
Depreciation - 78,860.67 78,860.67
Interest Insurance 31.71 2,714.00 2,745.71
Legal - 15,628.09 62,703.09
Maintenance - 109,307.78 109,307.78
Management Fees - 96,500.00 97,500.00
Misc. - 82,854.78 87,112.78
Office Expenses - 90,243.41 90,243.41
Organization Expense - 177,946.97 177,946.97
Professional Services - 90,243.41 90,243.41
Rent - 27,997.92 27,997.92
Salary and Wages - 61,563.10 61,563.10
Stock Transfer
Fees 750.00 167.35 917.35
Taxes - 3,421.00 3,421.00
Travel - 71,962.19 81,962.19
Net Loss <8,388.29> <1,529,559.69> <1,617,543.52>
Net Loss Per
share <.001> <.07> <.08>
E-VEGAS.COM, INC.
(formerly Clear Water Mining)
(A Development Stage Company)
Statements of Changes in Stockholders Equity
Period from February 10, 1997 (date of
Inception) to September 30, 1999
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
Inception of - $ - $ - $ -
Development stage
February 10, 1997
November 18, 11,000,000 11,000 99,000 -
1997 common stock
issued for cash
at $0.01 per share
November 18, 1,000,000 1,000 9,020 -
1997 common stock
issued for services
at $0.01 per share
Common Stock - - <10,000> -
Offering costs
Net loss from - - - <79,925>
Inception on
February 10, 1987
Through December
31, 1997
Balance 12,000,000 12,000 98,020 <79,925>
December 31, 1997
Net loss for - - - <8,388>
The year ended
December 31, 1998
Balance 12,000,000 12,000 98,020 <88,313>
December 31, 1998
March 5, 1999 2,000,000 2,000 <2,000> -
Common stock
Issued for proprietary
Rights and software
Recorded at
Predecessor cost
March 5, 1999 1,500,000 1,500 148,500 -
Common stock
Issued for cash
At $0.10 per share
April 3, 1999 600,000 600 149,400 -
Common stock
Issued for cash
At $0.25 per share
May 3, 1999 1,000,000 1,000 699,000 -
Common stock
Issued for cash
At $0.70 per share
June 30, 1999 680,000 680 169,320 -
Common stock
Issued for cash
At $0.25 per share
June 30, 1999 1,000,000 1,000 249,000 -
Common stock
Issued for investment
at $0.25 per share
July 14, 1999 392,000 392 97,608 -
Common stock issued
For cash at $0.25
August 5, 1999 60,000 60 14,940 -
Common stock issued
For cash at $0.25
August 30, 1999 600,000 600 149,400 -
Common stock issued
For cash at $0.25
September 10, 1999 240,000 240 59,760 -
For cash at $0.25
September 13, 1999 600,000 600 149,400 -
Common stock issued
For cash at $0.25
September 16, 1999 320,000 320 80,000 -
Common stock issued
For cash at $0.25
September 21, 1999 400,000 400 99,600 -
Common stock issued
For cash at $0.25
Net loss for - - - <1,529,320>
None months
Ended September 30, 1999
Balance 21,392,000 21,392 2,161,948 1,617,543
September 30, 1999
E-VEGAS.COM, INC.
(formerly Clear Water Mining)
(A development stage company)
STATEMENT OF CASH FLOWS
For the Nine months ended September 30, 1999
And 1998 and the period from
February 10,1997 (Date of Inception) to September 30, 1999
September 30 September 30
1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (loss) $ <781.71> $ <1,529,229.69>
Cash Flow <675.00> 138,969.99
From Operating
Activity provided
By operating cost
Cash flow < 685,703.63>
From investing
Net cash provided
By investment activity
Cash flow 2,094,706.17
From financing
Net cash provided
By financing
Net Income <675.00>
(Decrease)
Cash at 704.35 29.00
Beginning of period
Cash at 29.35 18,742.00
End of period
E-VEGAS.COM, INC.
(formerly Clear Water Mining)
(A Development Stage Company)
Notes to Financial Statements
September 30, 1999 and December 31, 1998
1. ORGANIZATION AND DECRIPTION OF BUSINESS
The Company owns and operates three subsidary companies,
(1) 21st Century Software Solutions, Inc., a Nevada
corporation, engaged in the software and software
development business, (2) Siglio XXI, a Costa Rican
corporation which manages the Gaming and Sports Book
in Costa Rica, and (30 Global E-COM,S.A., a Costa
Rican corporation, that is developing a satellite
Internet business in Costa Rica.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using
the accrual method of accounting. The Company has elected a
December 31 year end.
b. Cash Equivalents
The Company considers all highly liquid investments with
a maturity of three months of less when purchased to be
cash equivalents.
c. 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 and disclosure of
contingent assets and liabilities at the date of te financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ
from those estimates.
D. Basic Loss Per Common Share
Basic loss per common share has been calculated
based on the weighted average number of shares of
common stock outstanding during the period.
E. Income Taxes
No provision for federal income taxes has been
made at September 30, 1999 due to accumulated operating losses.
The Company has accumulated approximately 1,617,544 of net
operating losses as of September 30, 1999 which may be
used to reduce taxable income and income taxes in the future
years through 2014. The use of these losses to reduce
future income taxes will depend on the generation of sufficient
taxable income prior to the expiration of the next operating
loss carryforwards.
In the event of certain changes in control of the Company,
there will be an annual limitation on the amount of net
operating loss carryforwards have been offset by a valuation
allowance of the same amount.
Note 3. Accounts Receivable - Related Party
The Company had related party accounts receivable
consisting of the following as September 30, 1999:
Anshacher $ 79,813
Canada Telecom 5,129
Banco Cathay 11,500
Presidents Group 134,039
Total $231,039
Probable collections of funds are high due to
accounts being related parties entities.
Note 4. Investments
At September 30, 1999 the Company held an investment
in Hussongs America, Inc., for a total cost of $30,000.
This investment had been recorded at cost.
On September 30, 1999 the Company owned 2,193,750 shares
of E-Betta Bunch.COM., Inc., ("Betta Bunch") which was
approximately 24% of the total outstanding common stock
of Betta Bunch.
Note5. Shareholder Loan
The Company has two notes payable to share holders
in the amounts of $5,085 and $29,242. A total of
$34,327 at September 30, 1999. The amounts are
non-interest bearing
Note 6. Note Payable
The Company purchased software from Chantwell
Technologies for $150,000. Fifty thousand
($50,000) dollars down and a note for $100,000.
Payment is due in full within the year. Amount
due is 100,000 bearing no interest. Amount due on
September 30, 1999 is $100,000.
Note 7. Common Stock
a. During the month of November 1997, the Company had a
504 Common Stock issuance. 11,000,000 shares were issued
at $0.01; the proceeds of which totaled $110,000. In
the same month, 1,000,000 shares were issued at $0.01
for services rendered, totaling 12,000,000 shares
outstanding at year end.
b. At a special meeting, a 504D was authorized
to sell 1,500,000 shares of common stock at
$0.10 per share. The offering was completed
and funded on March 5, 1999 for $150,000
c. A 504D was authorized to sell 600,000 shares
of common stock at $0.25 per share. The offering
was completed and funded for $150,000.
d. A 504 was authorized to sell 100 Investment
unites for $700,000. Each unit consisted of 10,000
shares of common stock and one Class A Warrant to
purchase 3,500 shares at $2.00 per share eighteen months
from date of purchase. The offering was completed May 3, 1999.
e. A 505 was authorized to sell 1,680,000 shares of common
stock at $0.25 per share, The offering was completed and
funded for $420,000. 380,000 shares equaling $170,000 was
sold for cash. 1,000,000 shares were issued for an investment
in Betta Bunch, Inc., equaling $250,000.
f. 2,616,000 shares of common stock were sold for $653,000,
sale was completed September 28, 1999
Note 8. Going Concern
The Company's financial statements are prepared
using generally accepted accounting principles applicable
to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient
to cover its operating costs and allow it to continue as a
going concern. Management believes that the Company will
soon be able to generate revenues sufficient to cover its
operating costs. Currently, management is committed to
covering all operating and other costs until sufficient
revenues are generated.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING
None.
ITEM 2. CHANGES IN THE SECURITIES
During the period July 1, 1999 to September 31,
1999, the Registrant sold 2,612,000 for $653,000.00
to a private accredited investor.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On September 28, 1999 the Registrant entered into a
Letter of Intent to sell Global E-COM, S.A., a wholly
owned subsidiary to Dimension House, Inc., a Nevada
corporation, subject to the approval of the majority
of shareholders for 10,000,000 shares of common stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Letter of Intent dated September 28, 1999
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
E-VEGAS.COM, INC.
[Registrant]
By:___________________________
Edward B. Gallagher, President
By:___________________________
Antal Markus, Vice President
By: __________________________
Erwin Liem, Secretary
