UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q SB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly report ended June 30, 2000
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to ______________
Commission File number: 000-27715
E-VEGAS.COM, INC.
(Exact name of small business issuer as registrant as specified in charter)
Nevada 94-3342064
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1128-789 w. Pender, Vancouver, B.C. V6C1H2
(Address of principal executive office)
Registrants telephone no., including area code (604) 608-6828
Check 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 [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the last practicable date.
Class Outstanding as of June 30, 2000
Common Stock, $0.001 25,540,817
TABLE OF CONTENTS
Heading Page
Item 1. Consolidated Financial Statements 3
Consolidated Balance Sheets June 30, 2000
And June 30, 1999 6
Consolidated Statements of Operations six months
Ended June 30, 2000 and 1999 8
Consolidated Statements of Stockholders Equity9
Consolidated Statements of Cash Flows six
Ended June 30, 2000 and 1999 10
Notes to Consolidated Financial Statements 12
Item 2. Managements Discussion and Analysis and
Result of Operations 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 2. Changes in Security 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matter to a Vote of
Securities Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports of Form 8-K 19
Signatures 20
Item 1. Financial Statement
The following unaudited Financial Statements for the period ended June 30,
2000 have been prepared by the Company.
E-VEGAS.COM, INC.
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999
E-VEGAS.COM, INC.
Consolidated Balance Sheets
ASSETS
June 30, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS
Cash $ 2,170 $ 1,378
Total Current Assets 2,170 1,378
FIXED ASSETS
Telecommunications equipment 259,578 --
Vehicle 13,500 13,500
Computers and software 155,534 152,234
Office furniture and equipment 22,971 11,235
Accumulated depreciation (85,710) (25,932)
Total Fixed Assets 365,873 151,037
OTHER ASSETS
Notes receivable -- --
Nots receivable - related party -- --
Investments, net 30,000 381,333
Deposits 147,830 112,862
Total Other Assets 177,830 494,195
TOTAL ASSETS $ 545,873 $ 646,610
E-VEGAS.COM, INC.
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
June 30, December 31,
2000 1999
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 11,911 $ 8,220
Due to related parties 813,719 134,656
Current portion of notes payable 58,555 62,691
Accrued expenses 10,341 12,409
Gaming loss reserve 198,949 213,648
Total Current Liabilities 1,093,475 431,624
LONG-TERM LIABILITIES
Note payable 9,476 9,476
Total Long-Term Liabilities 9,476 9,476
Total Liabilities 1,102,951 441,100
STOCKHOLDERS EQUITY (DEFICIT)
Common stock; $0.001 par value, 50,000,000 shares
authorized, 25,540,817 and 23,680,817 shares
issued and outstanding, respectively 25,541 23,681
Additional paid-in capital 3,863,682 2,935,542
Accumulated deficit (4,446,301) (2,753,713)
Total Stockholders Equity (Deficit) (557,078) 205,510
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 545,873 $ 646,610
E-VEGAS.COM, INC.
Consolidated Statements of Operations
(Unaudited)
For the For the
Six Months Ended Three Months Ended
June 30, June 30, June 30
2000 1999 2000
REVENUES
Gaming revenues $ 399,830 $ -- $ 71,802
Total Revenues 399,830 -- 71,802
GAMING PAYOUTS 357,599 -- 46,344
GROSS MARGIN 42,231 -- 25,458
OPERATING EXPENSES
Management fees 62,500 75,000 25,000
Advertising and promotion 20,445 61,034 8,927
Depreciation and amortization 28,145
General and administrative 1,145,525 467,174 796,653
Total Operating Expenses 1,256,615 653,711 847,552
OPERATING LOSS (1,214,384) (653,711) (822,094)
OTHER INCOME (EXPENSE)
Gain on sale of asset -- 5,109 --
Loss on equity investment (473,467) (250,000) (331,590)
Interest expense (4,746) -- (2,373)
Interest income 9 100 9
Total Other (Expense) (478,204) (244,791) (333,954)
NET LOSS $ (1,692,588) $ (898,502)
BASIC LOSS PER SHARE $ (0.07) $ (0.06)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 23,730,817 14,778,453 23,680,817
For the Three
months ended
June 30, 1999
REVENUES
Gaming Revenues $ --
Total Revenues --
Gaming Payouts --
Gross Margin --
OPERATING EXPENSES
Managmement fees 42,500
Advertising and promotion 61,034
Depreciation and amortization 50,503
General and Administrative 426,433
Total Operating Expenses 580,470
OPERATING LOSS (580,470)
OTHER INCOME (EXPENSE)
Gain in sale of asset 5,109
Loss on equity investment (250,000)
Interest Expense --
Interest income 100
Total Other (Expense) (244,791)
Net Loss $ (825,261)
Basic loss per share $ (0.07)
Weighted Average Number
of Shares Outstanding 12,000,000
E-VEGAS.COM, INC.
Consolidated Statements of Stockholders Equity (Deficit)
Additional
Common Stock Paid-in
Shares Amount Capital
Balance, December 31, 1997 12,000,000 $ 12,000 $ 98,020
Net loss for the year ended
December 31, 1998 -- -- --
Balance, December 31, 1998 12,000,000 12,000 98,020
March 5, 1999, common stock
issued for proprietary rights and
software recorded at $0.10 per
share 2,000,000 2,000 198,000
March 5, 1999, common stock
issued for cash at $0.10 per share 1,500,000 1,500 148,500
April 3, 1999, common stock
issued for cash at $0.25 per share 600,000 600 149,400
May 3, 1999, common stock
issued for cash at $0.70 per share 1,000,000 1,000 699,000
June 30, 1999, common stock
issued for cash at $0.25 per share 680,000 680 169,320
June 30, 1999, common stock
issued for investment at $0.25 per share 1,000,000 1,000 249,000
Balance Forward 18,780,000 $ 18,780 $1,711,240
Accumulated
Deficit
Balance, December 31, 1997 $ (79,925)
Net loss for the year ended
December 31, 1998 (8,388)
Balance, December 31, 1998 (88,313)
March 5, 1999, common stock
issued for proprietary rights and
software recorded at $0.10 per
share --
March 5, 1999, common stock
issued for cash at $0.10 per share --
April 3, 1999, common stock
issued for cash at $0.25 per share --
May 3, 1999, common stock
issued for cash at $0.70 per share --
June 30, 1999, common stock
issued for cash at $0.25 per share --
June 30, 1999, common stock
issued for investment at $0.25 per share --
Balance Forward $ (88,313)
E-VEGAS.COM, INC.
Consolidated Statements of Stockholders Equity (Deficit) (Continued)
Common Stock
Shares Amount
Balance Forward 18,780,000 $ 18,780
July 14, 1999 - common stock issued for
cash at $0.25 per share 392,000 392
August 5, 1999 - common stock issued for
cash at $0.25 per share 60,000 60
August 30, 1999 - common stock issued
for cash at $0.25 per share 600,000 600
September 10, 1999 - common stock
issued for cash at $0.25 per share 240,000 240
September 13, 1999 - common stock
issued for cash at $0.25 per share 600,000 600
September 14, 1999 - common stock
issued for cash at $0.25 per share 320,000 320
September 21, 1999 - common stock
issued for cash at $0.25 per share 400,000 400
October 13, 1999 - common stock issued
for cash at $0.25 per share 1,000,000 1,000
October 15, 1999 - common stock issued
for consulting at $0.25 per share 1,000,000 1,000
October 15, 1999 - common stock issued
for consulting services at $0.25 per share 22,150 22
November 11, 1999 - common stock
issued for consulting services at $0.25
per share 266,667 267
Net loss for the year ended
December 31, 1999 -- --
Balance, December 31, 1999 23,680,817 $ 23,681
Additional
Paid in Accumulated
Capital Deficit
Balance Forward $ 1,711,240 $ (88,313)
July 14, 1999 - common stock issued for
cash at $0.25 per share 97,608 --
August 5, 1999 - common stock issued for
cash at $0.25 per share 14,940 --
August 30, 1999 - common stock issued
for cash at $0.25 per share 149,400 --
September 10, 1999 - common stock
issued for cash at $0.25 per share 59,760 --
September 13, 1999 - common stock
issued for cash at $0.25 per share 149,400 --
September 14, 1999 - common stock
issued for cash at $0.25 per share 79,680 --
September 21, 1999 - common stock
issued for cash at $0.25 per share 99,600 --
October 13, 1999 - common stock issued
for cash at $0.25 per share 253,000 --
October 15, 1999 - common stock issued
for consulting at $0.25 per share 249,000 --
October 15, 1999 - common stock issued
for consulting services at $0.25 per share 5,515 --
November 11, 1999 - common stock
issued for consulting services at $0.25
per share 66,399 --
Net loss for the year ended
December 31, 1999 -- (2,665,400)
Balance, December 31, 1999 1 $ 2,935,542 $(2,753,713)
E-VEGAS.COM, INC.
Consolidated Statements of Stockholders Equity (Deficit) (Continued)
Common Stock
Shares Amount
Balance, December 31, 1999 23,680,817 $ 23,681
March 31, 2000 - common stock
issued for cash at $0.50 per share
(unaudited) 240,000 240
March 31, 2000 - common stock issued
for services at $0.50 per share (unaudited) 500,000 500
April 1, 2000 - common stock
issued for services at $0.50 per share
(unaudited) 1,000,000 1,000
May 16, 2000 - common stock
issued for cash at $0.50 per share
(unaudited) 120,000 120
Net loss for the six months
ended June 30, 2000 (unaudited) -- --
Balance, June 30, 2000 (unaudited) 25,540,817 $ 25,541
Additional
Paid in Accumulated
Capital Deficit
Balance, December 31, 1999 $ 2,935,542 $(2,753,713)
March 31, 2000 - common stock
issued for cash at $0.50 per share
(unaudited) 119,760 --
March 31, 2000 - common stock issued
for services at $0.50 per share (unaudited) 249,500 --
April 1, 2000 - common stock
issued for services at $0.50 per share
(unaudited) 499,000 --
May 16, 2000 - common stock
issued for cash at $0.50 per share
(unaudited) 59,880 --
Net loss for the six months
ended June 30, 2000 (unaudited) -- (1,692,588)
Balance, June 30, 2000 (unaudited) $ 3,863,682 $(4,446,301)
E-VEGAS.COM, INC.
Consolidated Statements of Cash Flows
(Unaudited)
For the
Six Months Ended
June 30,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,692,588) $ (898,502)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 28,145 50,503
Loss on equity investment 473,467 250,000
Gain on sale of asset -- 5,109
Common stock issued for services 750,000 --
Changes in operating assets and liabilities:
(Increase) decrease in accounts
receivable related party -- (67,424)
(Increase) decrease in deposits -- (34,857)
Increase (decrease) in accounts payable
and accrued expenses 1,623 9,958
Increase (decrease) in related party
payables 300,070 --
Increase (decrease) in gaming loss reserve (14,699) --
Net Cash (Used) by Operating Activities (153,982) (685,213)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments purchased -- (30,000)
Purchase of equipment (21,090) (463,147)
Net Cash (Used) by Investing Activities (21,090) (493,147)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable (4,136) --
Proceeds from notes payable -- 90,085
Proceeds from common stock 180,000 1,170,000
Net Cash Provided by Financing Activities 175,864 1,260,085
INCREASE IN CASH AND CASH
EQUIVALENTS 792 81,725
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,378 293
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 2,170 $ 82,018
For the
Three Months Ended
June 30,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,156,048) $(825,261)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 16,972 50,503
Loss on equity investment 331,590 223,646
Gain on sale of asset -- 5,109
Common stock issued for services 500,000 --
Changes in operating assets and liabilities:
(Increase) decrease in accounts
receivable related party -- (67,424)
(Increase) decrease in deposits -- (34,593)
Increase (decrease) in accounts payable
and accrued expenses 5,038 14,898
Increase (decrease) in related party
payables 141,644 --
Increase (decrease) in gaming loss reserve (11) --
Net Cash (Used) by Operating Activities (160,815) (633,122)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments purchased -- (30,000)
Purchase of equipment -- (269,601)
Net Cash (Used) by Investing Activities -- (299,601)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable (1,700) (28,067)
Proceeds from notes payable -- --
Proceeds from common stock 60,000 870,000
Net Cash Provided by Financing Activities 58,300 841,933
INCREASE IN CASH AND CASH
EQUIVALENTS (102,515) (90,790)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 104,685 172,808
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 2,170 $ 82,018
E-VEGAS.COM, INC.
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the For the
Six Months Ended Three Months Ended
June 30, June 30,
2000 1999 2000 1999
CASH PAID FOR:
Interest $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ --
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued
for investments,
software and
licenses $ -- $250,000 $ -- $250,000
Common stock issued
for services $750,000 $ -- $500,000 $ --
E-VEGAS.COM, INC.
Notes to the Consolidated Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared by
the Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at June 30, 2000 and
1999 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Companys December 31,
1999 audited consolidated financial statements. The results of operations for
periods ended June 30, 2000 and 1999 are not necessarily indicative of the
operating results for the full years.
NOTE 2 - MATERIAL EVENTS
On May 15, 2000, the Company entered into a Recission Agreement with
Presidents Telecom, Inc. (Presidents) whereby the Company reacquired 100%
ownership in Global E-Com, S.A. (Global), a Costa Rican telecommunications
company. Originally in October 1999, the Company sold Global to Presidents for
10,000,000 shares of Presidents outstanding common stock valued at $569,587. The
investment in Presidents was originally recorded by the Company under the equity
method. On May 15, 2000, a Recission Agreement was signed whereby the Company
returned the 10,000,000 shares of Presidents in return for the wholly-owned
subsidiary, Global. A loss on equity investment of $473,467 was recorded during
the six months ended June 30, 2000 as a result of the Recission Agreement.
NOTE 3 - GOING CONCERN
The Companys consolidated 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. In the interim, the Company intends to
raise additional capital through private placements of its common stock.
Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.
Overview
The Company was incorporated on February 10, 1997 as Clearwater Mining,
Inc. On May 5, 1999 the Company acquired the proprietary rights to the software
for internet casino and sport book gambling for 2,000,000 shares of common stock
and changed its corporate name to E-Casino Gaming Corporation and formed a Costa
Rican corporation to develop its international gaming site.
On March 5, 1999, the shareholders ratified the acquisition of the
proprietary rights to the software for internet casino and sports book gambling,
and the corporate trade style of E-Casino Gaming in exchange for 2,000,000
shares of authorized but unissued common stock.
On June 21, 1999, the Company changed its corporate name to E-Vegas.COM,
Inc.
In the year ending December 31, 1999 the Company issued 11,680,817 shares
of common stock for cash and services.
In the first six months of 2000 the Company issued 360,000 shares of common
stock at $.50 per share for cash. The Company issued 1,500,000 shares of common
stock for services at $.50 per chare,
Of the above amount, the Company issued 1,120,000 shares of common stock at
$.50 per share for a total of $60,000 in cash and $500,000 in services for the
second quarter.
Results of Operations the First Six Months of 2000
The Company had revenues of $399,830 for the six months ending June 30,
2000 with operating expenses of $ 1,256,615. There were no revenues as of June
30, 1999 and operating expenses of $653,711 for the first six months of 1999.
This represents a 192% increase in operating expenses for the first six months
of 2000 over the first six months of 1999.
The Company has continued to offer sports book wagering services. However,
it is finalizing the beta testing, name branding, and marketing of its new turn
key casino software. For the first six months of 2000 the Company recognized
$399,830 in gaming revenue. The Company has total operating expenses of
$11,256,615 respectively primarily for general and administrative expenses. The
Company had total other expenses of $478,204 primarily relating to a loss on
investment and interest expense. Management expects expenses to increase
significantly once the Company begins marketing its product.
Net Operating Loss
The Company has accumulated approximately 4,446,301 of net operating loss
carryforwards as of June 30, 2000, which may be offset against taxable income
and income taxes in future years. The use of these losses to reduce future
income taxes will depend on the generation if sufficient taxable income prior to
the expiration of the net operating loss carryforwards. The carryforwards expire
in the year 2015. 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, which can be used.
Inflation
In the opinion of management, inflation has not had a material effect on
the operations of the Company.
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those expressed on or implied by the statements, including, but not limited to,
the following: the ability of the Company to successfully meet its cash and
working capital needs, the ability of the Company to successfully market its
product, and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.
Part II
Item 1. Legal Proceedings
On Christen Brule vs. E-Vegas.COM, Inc., case # 0995358, failure to deliver
a warrant. Counsel assures management that the case is without merit.
Item 2. Changes in Securities
During the second quarter, the Company issued 1,000,000 shares of
restricted common stock to one Company for services at the price of $.50 per
share. Pursuant to Regulation D Rule 505, the Company sold to seven people
120,000 shares of restricted common stock for $60,000. The proceeds were used of
general and administrative expenses of the Company.
This sale of securities was made pursuant to the exemption from
registration under the Securities Act of 1933, as amended (the Act) provided
by section 4(2) and 4(6) of the Act. Certificates representing these shares must
bear appropriate restrictive legends preventing their transfer except in
accordance with the Act and the regulations promulgated thereunder.
Item 3. Defaults Upon Senior Securities
This item is not applicable to the Company.
Item 4. Submission of Matters to be a Vote of Security Holders
This item is not applicable to the Company.
Item 5. Other Information
This item is not applicable to the Company.
Item 6. Exhibits and Reports on 8-K
a. Exhibit 27 Financial Data Schedule
b. Reports on Form 8-K* Filed May 29, 2000
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
E-VEGAS.COM, INC.
Dated: August 14, 2000
By:/S/ Antal Markus
Antal Markus
President, Director
