SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended October 31, 1998
Commission File No. 0-10315
E-COMMERCE WEST CORP.
(Name of Registrant as specified in its charter)
Utah 95-4091368
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification
No.)
152 Sherman St.
Deadwood, SD 57732
(Address of principal executive offices)
(605) 578-1299 (605) 578-1298
(Registrant=s telephone number) (Registrant=s fax
number)
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, $0.001 Par
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.
[x] Yes [] No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
[x] Yes [] No
As of October 31, 1998 8,988,888 shares of registrant=s $0.001
par value common stock were outstanding.
E-COMMERCE WEST CORP.
INDEX
Page
Number
PART l. FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements
Balance Sheet
as of October 31, 1998
3
Statement of Operations
as of October 31, 1998
4
Statement of Cash Flows
as of October 31, 1998
5
Notes to Financial Statements
6
Item 2 Managements Discussion and Analysis of
Financial Condition and Results of Operations
7
PART ll OTHER INFORMATION
Item 2. Change in Securities
11
Item 6. Exhibits and Reports on Form 8-K
13
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS October 31, 1998
July 31,1998
Current Assets
Cash and cash equivalents $ 62,872 $
71,615
Accounts Receivable 20,000
2,930
Note Receivable - officer 9,000
9,000
Notes Receivable
51,000
Prepaid expenses & other assets 1,133
38,290
Total Current Assets $ 93,005 $
172,835
Fixed Assets
Property and equipment (net) $ 30,445 $
32,873
Other Assets 31,000
TOTAL ASSETS $ 154,450 $
205,708
LIABILITIES & EQUITY October 31, 1998
July 31,1998
Current Liabilities
Accounts Payable 142,248
153,803
Accrued liabilities 172,593
140,248 Net liabilities of discontinued
operation 130,801
136,392
TOTAL CURRENT LIABILITIES $ 445,642
$ 430,343
Equity
Preferred Stock, 100,000,000
authorized; 1,100,000 Series A
convertible shares issued and
outstanding $ 1,100
1,100
Common Stock, $0.001 par, 150,000,000
shares authorized; 8,988,888 &
8,642,102 issued and outstanding
$ 8,989
8,642
Additional Paid in Capital 5,862,843
5,856,840
Accumulated deficit (6,164,124)
(6,091,217)
TOTAL EQUITY ( 291,192)
(224,635)
TOTAL LIABILITIES & EQUITY $ 154,450 $
205,708
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
Quarter Ended
Year Ended
October 31, 1998
July 31, 1998
Selling, General & Administrative $ 79,518 $
592,993
Expenses
Loss from operations 79,518
(592,993)
OTHER INCOME (EXPENSE)
Interest Income 574
2,013
Interest Expense ( 1,613) (
14,421)
Realized Gain (Loss) 3,000
7,312
Loss on Abandoned Projects (
93,377)
Total Other Income (Expense) 1,961 (
98,473)
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES ( 77,557) (
691,466)
INCOME TAX PROVISION
100
LOSS FROM CONTINUING OPERATIONS ( 77,557) (
691,566)
Discontinued Operations:
Loss from Operations ( 885) (
304,867)
Gain(Loss)from Disposition
Of Operation 5,535 (
1,394,169)
Net Gain (Loss) from
Discontinued operations 4,650 (
1,699,036)
NET LOSS $ ( 72,907) $(
2,390,602)
Basic (Loss) Per Share- Continuing Operations $(.01)
$(.12)
Basic (Loss) Per Share- Discontinued Operations(.00)
(.28)
Total Basic (Loss) Per Share $(.01)
$(.40)
Weighted-average common shares outstanding 8,764,364
6,052,413
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
October 31, 1998
Quarter Ended
Year Ended
October 31,1998
July 31,1998
Cash Flows from Operating Activities:
Net Loss from Continuing Operations $ ( 72,907)
$ (691,566)
Non-Cash Items in Net Loss
Depreciation & Amortization 2,429
5,416
Issuance of stock for Services Rendered 6,500
287,229
Provision for loss on doubtful accounts
46,314
(Increase)Decrease in:
Prepaid Expenses & Other Current Assets 37,157
162,040
Accounts Receivable 2,930
( 44,109)
Increase(Decrease)in:
Accounts Payable ( 11,555)
48,700
Accrued Liabilities 32,194
( 22,427)
----------- ----------
Net Cash Used in Continuing Operations ( 3,252)
( 208,403)
Net Cash Used in Discontinued Operations ( 5,491)
(1,590,972)
-----------
-----------
Net Cash Used in Operating Activities ( 8,743)
(1,799,375)
Cash Flows from Investing Activities:
Acquisitions of property & equipment
( 8,180)
-----------
Net Cash used in Continuing Operations
( 8,180)
Net Cash provided by Discontinued Operations
2,247,576
-----------
-----------
Net Cash Provided by Investing Activities:
2,239,396
Cash Flows from Financing Activities:
Payments on notes payable
( 125,025)
----------
-----------
Net Cash Used in Continuing
Financing Activities
( 125,025) Net Cash Used in Discontinued
Financing Activities
( 243,945)
----------
-----------
Net Cash Provided by Financing Activities
( 368,970)
Net Increase(Decrease) in Cash
and Cash Equivalents ( 8,743)
71,051
Cash and Cash Equivalents, Beginning of Period $ 71,615
564
-----------
-----------
Cash and Cash Equivalents, End of Period $ 62,872
71,615
E-COMMERCE WEST CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED October 31, 1998
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim financial statements of
E-COMMERCE WEST CORP. (The Company) are unaudited; however, in
the opinion of Management, all adjustments necessary for a fair
presentation of such financial statements have been reflected in
the interim periods presented. Such adjustments consisted only
of normal recurring items.
Due to the fact that the Companys previous single source
of revenue, Goldiggers Hotel & Gaming Est., closed on January 5,
1998; and the Company experienced no revenues during the
transition period from a gaming company to an Internet company;
and with revenues anticipated to resume in the first calendar
quarter of 1999 coinciding with the planned launch of the
Companys first retail Web site; operating results for the three
months ended October 31, 1998 are not necessarily indicative of
the results that may be expected for the year ended July 31,
1998. The significant accounting policies and certain financial
information which are normally included in financial statements
prepared in accordance with generally accepted accounting
principles, but which are not required for interim reporting
purposes, have been condensed or omitted. The accompanying
financial statements of the Company should be read in
conjunction with the Companys audited financial statements for
the year ended July 31, 1998 and the notes thereto, included in
the Companys annual report on Form 10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
General Financial Condition
The Company does not have any current revenue streams from
operations. However, revenues are anticipated to commence with
the launch of the Companys first Internet retail Web site which
is scheduled to occur in the first quarter of calendar year
1999. The Company does anticipate revenues within the current
fiscal year to be derived from its Internet niche Web sites
although there can be no assurances as to the amount of revenues
or if the revenues will be sufficient to satisfy ongoing
corporate operating expense.
The Companys direct expenses throughout the quarter have
been made from cash on hand plus loans from time to time from
its President/CEO. The Company is currently seeking financing to
sustain operations. Current cash on hand is not sufficient to
meet ongoing operating expenses however the Company is
optimistic that financing will be available, although there can
be no assurances that financing in the amount and on terms
acceptable to the Company will be available within the time
frame required.
Results of Operations:
E-Commerce West
The quarter was spent in the continuing research into the
Internet in general and electronic commerce specifically plus
the development of the Companys initial retail Web site. Funds
were expensed and are expected to continue to be expensed in the
ongoing development of the Web site.
Proposed Wyatt, Missouri Riverboat Casino
Subsequent to the Company notifying the Army Corps of
Engineers that the points proposed by the Missouri Department of
Natural Resources in their comment letter responding to the
Corpss Public Notice were acceptable, the Companys engineer
has been notified by the Corps that they will request the
Missouri Department of Natural Resources to issue a Water
Certification Permit. Once received by the Corps, they will
proceed to issue the Section 404 permit necessary prior to the
commencement of any construction related to the Companys
proposed Riverboat Casino Entertainment Center. However, the
Company can not project a time frame for the issuance of the
permit.
Option To Purchase Land Adjacent to the Triple J Casino in
Henderson,
Nevada.
In anticipation of its planned acquisition of the Triple J
Casino in Henderson, Nevada, the Company obtained an eighteen
month option to purchase for $75,000 7.28 acres of land adjacent
to the 16 acres which comprised the Triple J. The option
allowed the Company to purchase the property for $1.5 million
with the $75,000, which was paid in restricted shares of the
Companys common stock, to be credited toward the purchase
price. Since the Company elected not to proceed with the
acquisition of the Triple J, the Company had no further use for
the property and allowed its option to expire on September 30,
1998. The Company previously wrote off the $75,000 down payment.
S-8 Registration
An S-8 registration statement was filed on July 28, 1998.
On August 21, 1998 E-Commerce West received its registration
number from the Securities & Exchange Commission making the
registration statement effective as of that date. The
Registration Number 333-59975 is for employees and consultants
and is for 750,000 common shares with the proposed maximum
offering price of $0.30 per share resulting in a proposed
maximum aggregate offering price of $225,000. A copy of this
registration statement is included as an exhibit with this
report.
Stock Issuances
The shares issued by the Company this quarter were:
- - on September 9, 1998 20,000 restricted common shares were
issued to Keith & Kristi Schillinger for their participation in
E-Commerce Wests Internet Web site from the treasury.
- - on October 26, 1998 25,000 restricted common shares were
issued as a bonus to Craig Mathias, the Companys outside
accountant from the treasury; 300,000 restricted common shares
were issued to Deb Berg from the treasury for her participation
in a variety of yet-to-be defined Internet Web sites. The
300,000 shares are provided to Ms. Berg with the understanding
that she will return 100,000 shares to the Company for each year
less than three that she provides services to the Company.
Issued to John Lowe for consulting services relative to the
Internet, 1,294 common shares from the Companys active S-8
registration # 33-34786 completing the issuance of the total
number of shares to be issued under the registration, plus 492
common shares from the Companys active S-8 registration #
333-32415.
Common Stock Trading Symbol Change
Reflecting the name change to E-Commerce West the trading
symbol for the common stock was changed from WINZ to ECOM on
August 7, 1998.
Sale of Slot Machines
The terms of the sale agreement of the slot machines
called for monthly payments commencing 60 days after the date of
the agreement and continuing for an extended period of time. As
the Company was in need of cash, the Company and the purchaser
agreed to an accelerated payment totaling $51,000 to complete
the transaction. The Company included a few separate bill
acceptors and its casino signage in the transaction.
Nevada Gaming Commission
In April, 1997 Royal Casino Group applied to the Nevada
Gaming Commission for a gaming license pursuant to its proposed
acquisition of the Triple J Casino in Henderson, Nevada. In
July, 1997 Royal Casino Group gave the Nevada Gaming Commission
$85,000 to begin their investigation into the background of the
Company and its officers and directors. As previously reported,
Royal Casino Group determined not to proceed with the
acquisition and requested permission from the Nevada Gaming
Commission to withdraw its application later that same month in
July, 1997. Both the Nevada Gaming Control Board and the Nevada
Gaming Commission voted to grant permission to allow Royal
Casino Group to withdraw its application in June, 1998. In
October, 1998 the Company received a refund of $38,000 of the
$85,000 deposited with the Nevada Gaming Commission.
Corporate Loans
Jon Elliott, the Companys President/CEO has not received
any cash compensation per the terms of his Employment Agreement
for the 17 month period from June, 1997 through October, 1998.
He owes the Company a total of $9,000 per loans of $3,000 on
August 5, 1998; $2,000 on August 28, 1998; and, $4,000 on
October 3, 1998. The loans have an interest rate of 5%, simple
interest, calculated annually.
Equipment Rental, Overhead Reimbursement, Rent, Support Services
The Company leases approximately 640 square feet for its
corporate headquarters in Deadwood, South Dakota for $400 per
month on a lease through April, 1999.
Consultants
The Company did not retain any consultants during this
quarter.
Subsequent Events
echristmastrees.com
On November 18, 1998 the Company launched the first of what
the Company plans are several seasonal Web sites. The site,
www.echristmastrees.com, sells two varieties of Christmas trees
in various sizes plus two types of Holiday wreaths. The
Companys goal this year was to brand the site. As such the
Company purchased over 4 million banner ads on popular Web
sites, such as www.usatoday.com. The Company retained the
services of the Internet public relations firm that promoted the
launch of Amazon.com, CoolShopping, ONSALE and
LinkExchange, all successful Web sites. The Company was the
beneficiary of significant publicity including an article in
Business Week Online, an article syndicated to over 800
newspapers by Bloomberg, a review by Yahoos Daily News and
many others. Of significance was the large number of measurable
banner ad responses as click-throughs from Internet users in
over 85 foreign countries. The Company interprets these results
as extemely encouraging as to its ability to create interesting
Web sites; creative advertising that produces results and an
array of products generating significant world-wide appeal, as
that is the future of the Internet.
New Internet Web Site
The Company continues to apply its time and money to the
development of its second retail Web site. Suppliers and
distribution arrangements are taking form. The Company
anticipates the launch will occur in the first quarter of
calendar year 1999. The Company will offer a product line
currently not offered on the Internet. The site will be a year
round retail site, and although it is premature to project the
amount of revenues, the Company believes the site will be
successful.
Proposed Wyatt, Missouri Riverboat Casino
The Missouri Department of Natural Resources has issued a
Water Certification Permit to the Company. The Company had been
previously advised this was the one remaining regulatory hurdle
prior to the Army Corps of Engineers proceeding to issue the
Section 404 permit necessary prior to the commencement of any
construction related to the Companys proposed Riverboat Casino
Entertainment Center. Although the Companys engineer has been
advised by representatives of the Corps that they plan to issue
the permit, the Company can not project a time frame for the
issuance.
Stock Issuance
On November 17, 1998 the Company issued 8,422 common
shares to Arthur Lovett for his assistance with the Companys
EDGAR compliance and, 35,000 common shares to Lucky Management
pursuant to its consulting agreement. Both issuances were from
the companys active S-8 registration, registration number
333-59975.
In November, 1998 the Company, in private transactions
with existing stockholders, placed 500,000 shares for $50,000.
The funds were used to launch, advertise, promote and cover
operating expenses for echristmastrees.com
Consultants
The Company retained the services of The Ward Group to
promote the launch of its initial Web site, echristmastrees.com.
Additionally, the Company retained the services of Lucky
Management as an Internet marketing consultant. Both
organizations were retained in November, 1998.
Regulatory Matters
The Company reached a settlement with the South Dakota
Department of Revenue over an alleged underpayment of sales and
use tax by Goldiggers for the period 1994-1997. An audit by the
Department demanded over $12,000 however the Company was able to
provide proof of payment reducing the amount claimed as owed to
under $5,000. Although the Company believes it could provide
additional proof of payment, it would be required to do so in a
trial at the State capitol in Pierre. The Company elected not
to pursue the costly endeavor of a trial as the costs of legal
fees, travel and accommodation could approach or exceed the
under $5,000 settlement amount.
Other Matters
In November, 1998 Jon Elliott, the Companys Chief
Executive Officer and a Director sold a total of 21,500 common
shares in three separate transactions at an average price of
$0.65 on the open market. All appropriate forms concerning the
aforementioned transactions were filed in a timely fashion with
the Securities & Exchange Commission.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
None.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
S-8 Registration dated July 28, 1998
Exhibits other than those listed have been omitted because
they are non-existent, inapplicable or because the information
is given in the financial statements of the Company.
b. Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed by
the undersigned thereunto duly authorized.
E-COMMERCE WEST CORP.
(Registrant)
By: /s/ Jon F.
Elliott
Jon F. Elliott,
President
and Chief Executive
Officer
Date: December 14, 1998
As filed with the Securities and Exchange Commission on July 27,
1998
Registration No.
333-59975
==============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
ROYAL CASINO GROUP INC.
(Exact name of registrant as specified in its charter)
Utah 95-4091368
(State or other jurisdiction of (IRS Employer
Identification No)
Incorporation or organization)
152 Sherman St
Deadwood, SD 57732
(Address of principal executive offices)
(Zip Code)
_______________________
Consulting/Compensation Plan
(Full title of plan)
_______________________
Jon F. Elliott
Royal Casino Group Inc.
152 Sherman St.
Deadwood SD 57732
(Name and address of agent for service)
______________________________
(605) 578-1299
(Telephone number, including area code, of agent of service)
______________________________
Copy to:
Leonard R. Milstein, Esq.
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
.541-5100
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities To Amount To Offering Price Aggregate
Amount of
Be Registered Be Registered(1)Per share(3) Offering
Price(3)Registration fee
Common Stock
($0.001 par value
per share) 750,000(2) $0.30 $225,000 $
100.00
(1) Pursuant to Rule 416, the number of shares registered shall
be adjusted to include any additional shares of Common Stock
that may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with
anti-dilution provisions of stock options, and anti-dilutions
adjustments to the amount of shares of Common Stock issuable
pursuant to stock options exercised thereafter.
(2) Represents 750,000 to be issued pursuant to the informal
consulting/compensation plan of Registrant and includes
re-offers of such shares.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 (c) and (h), based upon
the average of the bid and asked price of Common Stock on July
14, 1998.
==============================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information.
Omitted as Permitted.
Item 2. Registrant information and Employee Plan Annual
Information.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the Commission) by ROYAL CASINO GROUP INC. (the
Company) are incorporated herein by reference:
(a) The Companys Annual Report on Form 10-K for the fiscal
year ended July 31, 1997 filed pursuant to Section 13(a)
or 15(d)of
the Securities Exchange Act of 1934, as amended
(Exchange Act).
b) All other reports filed by the Company pursuant to
Section 13(a)
or 15(d) of the Exchange Act since the end of the
Companys
fiscal year ended July 31, 1997.
All reports or other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such reports or
documents.
Although the Companys financial statements for the nine months
ended April
30, 1997 have not been audited by Singer Lewak Greenbaum &
Goldstein LLP, they
have informed the Company that if the current cash flow and
liquidity problems continue to exist at the time of their audit
of the financial statements for
the year ended July 31, 1998, their report on those statements
will include an explanatory fourth paragraph because of
substantial doubt about the Companys ability to continue as a
going concern.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Companys Bylaws provide for indemnification (to the full
extent permitted by law) of directors, officers, and other
agents of the Company against expenses, judgments, fines and
amounts paid in settlements actually and reasonably incurred in
connection with any proceeding arising by reason of the fact
that such person is or was an officer, director, or agent of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
1. Opinion and consent of Leonard R. Milstein, Esq.
2. Consent of Leonard R. Milstein, Esq.
(included in Exhibit 1)
3. Consent of SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
4. Power of Attorney (Page 6 of this Registration Statement)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are
being
made, a post effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the Securities
Act);
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration
statement (or
the most recent post-effective amendment
thereof) which,
individually or in the aggregate, represent a
fundamental
change in the information set forth in the
registration
statement; and
(iii)to include any material information with respect to the plan
of distribution not previously disclosed in the
registration statement or any material
change to such information in the
registration statement; provided, however, that paragraphs
(a)(1)(i) and (a) (1) (ii) shall not apply to information
required to be included in a post-effective amendment by
those paragraphs which are contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such
port-effective amendment shall be
deemed to be a new registration statement relating
to the
securities offered therein and the offering of
such securities
at that time shall be deemed to be the initial
bona-fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
. (b)The undersigned registrant hereby undertakes that,
for the purposes
of determining any liability under the Securities Act,
each filing of
the registrants annual report pursuant to Section 13(a)
or Section15(d)
of the Exchange Act that is incorporated by reference in
this
registration statement shall be deemed to be a new
registration
statement relating to the Securities offered therein, and
the offering
of such securities at that time shall be deemed to be the
initial bona-
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
of Item 6 of this registration statement, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled bycontrolling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Deadwood, State of South Dakota, on July 14, 1998.
ROYAL CASINO GROUP INC.
By:______/s/ Jon F.
Elliott______________
Jon F. Elliott, Chairman,
President/Chief Executive
Officer & Chief Financial Officer
POWER OF ATTORNEY
Each person in so signing also makes, constitutes and appoints
Jon F. Elliott and Leonard R. Milstein and either of them, with
full power of substitution and resubstitution, his true and
lawful attorneys-in-fact, for him in any and all capacities, to
sign any amendments (including post-effective amendments) to
this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therein, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title
Date
__/s/ Jon F. Elliott Chairman (President/Chief July
14, 1998
Jon F. Elliott Executive Officer/Chief Financial
Officer) and Director
INDEX TO EXHIBITS
EXHIBIT
PAGE
1 Opinion and Consent of Leonard R. Milstein, Esq.
8
2 Consent of Leonard R. Milstein, Esq.
8
(Included in Exhibit 1)
3 Consent of SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
9
4 Power of Attorney (page 6 of this Registration
6
Statement)
LEONARD R. MILSTEIN
Attorney at Law
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805) 541-5100
(805) 541-5149 FAX
July 17, 1998
Royal Casino Group Inc.
152 Sherman Street
Deadwood, South Dakota 57732
RE:
Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8, together with exhibits thereto, to be filed by you
relating to the registration of 750,000 shares of common stock,
$0.001 par value per share (the Common Stock), issuable in
connection with Royal Casino Group Inc., a Utah Corporation (the
Company) Consulting/Compensation plan (Plan). We are
familiar with the proceedings taken, and to be taken, by the
Company in connection with the issuance of shares of Common
Stock under the Plan and authorization of such issuance
thereunder, and have examined such documents and such questions
of law and fact as we deem necessary in order to express the
opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares of
Common Stock of the Company to be issued pursuant to the Plan
have been duly authorized, and that such Common Stock, when
issued in accordance with the terms of the Plan, will be legally
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the above referenced Registration Statement .
Very truly yours,
LEONARD R. MILSTEIN
Exhibit 3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated November 1, 1997 accompanying
the consolidated financial statements included in the Annual
Report of Royal Casino Group Inc. on Form 10-K for the year
ended July 31, 1997. We hereby consent to the incorporation by
reference of said report in this Registration Statement of Royal
Casino Group Inc. on Form S-8 effective July 23, 1998
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, CA
July 22, 1998
