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 April 30, 1999
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.)
83 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 April 30, 1999 10,544,121 shares of registrant's $0.001 par value
common stock were outstanding.
E-COMMERCE WEST CORP.
INDEX
Page
Number
PART 1 FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Balance Sheets as of April 30, 1999(unaudited)
and July 31, 1998(audited) 3
Unaudited Statements of Operations
3 months ended April 30, 1999 and 1998 4
Unaudited Statements of Cash Flows
3 months ended April 30, 1999 and 1998 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART 11 OTHER INFORMATION
Item 2. Change in Securities 11
Item 6. Exhibits and Reports on Form 8-K 11
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS April 30, 1999 July 31, 1998
(unaudited) (audited)
Current Assets
Cash and cash equivalents $ 1,630 $ 71,615
Accounts receivable 2,169 2,930
Note receivable - officer 33,000 9,000
Notes receivable 9,000 51,000
Inventories 13,537 0
Prepaid expenses & other assets 25,778 38,290
Total current assets 85,114 172,835
Fixed Assets
Property and equipment 128,818 45,396
Accumulated depreciation ( 17,931) ( 12,523)
Fixed Assets, Net 110,887 32,873
Total assets $ 196,001 $ 205,708
Jan. 31, 1999 July 31, 1998
LIABILITIES AND SHAREHOLDERS'
DEFICIT
Current liabilities
Accounts payable $ 167,645 $ 153,803
Accrued liabilities 243,128 140,248
Note payable officer 5,676 0
Net liabilities of discontinued
operations 133,040 136,392
Total current liabilities 549,489 430,343
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 value,
150,000,000 shares authorized;
10,544,121 and 8,642,102 shares
issued and outstanding 10,544 8,642
Additional Paid in Capital 6,089,298 5,856,840
Accumulated deficit (6,454,430) (6,091,217)
Total shareholders' deficit ( 353,488) ( 224,635)
Total liabilities & shareholders'
deficit $ 196,001 $ 205,708
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
3 Months Ended 9 Mo. Ended
Apr. 30/99 Apr. 30/98 Apr. 30/99 Apr. 30/98
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues $ 0 $ 5,334
Cost of goods sold 0 1,899
Gross Profit 0 3,435
Selling, general &
administrative expenses 97,344 $ 82,666 360,584 $ 412,664
Depreciation/amortization 2,071 5,542 6,169 9,268
Loss from continuing
operations ( 99,415) ( 88,208) ( 363,318) ( 421,932)
OTHER INCOME (EXPENSE)
Interest income 1,089 395 2,704 814
Interest expense ( 415) ( 2,452) ( 12,524)
Realized gain 464 7,782
Gain on sale of assets 3,000
Loss on abandoned projects ( 5,409)
Total other income (expense) 674 859 3,252 ( 9,337)
Loss from continuing
operations before
income taxes ( 98,741) ( 87,349) ( 360,066) ( 431,269)
Income tax provision 0 0 0 0
Net loss from continuing
operations ( 98,741) ( 87,349) ( 360,066) ( 431,269)
Discontinued Operations:
Gain (Loss) from operations ( 535) 16,283 ( 8,682) (1,503,364)
Gain (loss) from
disposition of operations 0 5,535 ( 272,540)
Net loss ($ 99,276) ($ 71,066) ($ 363,213) ($2,207,173)
Basic (loss) Per Share
From continuing operations ($0.01) ($0.02) ($0.03) ($0.08)
From discontinued operations 0.00 ( 0.00) 0.00 ( 0.33)
Total basic loss per share ($0.01) ($0.02) ($0.03) ($0.41)
Weighted-average common
shares outstanding 10,058,592 5,138,176 9,783,396 5,342,000
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
3 Months Ended 9 Months ended
Apr.30/99 Apr.30/98 Apr.30/99 Apr.30/98
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flows from
operating activities:
Net loss from
continuing operations ($ 98,741) ($ 87,349) ($ 360,066) ($ 431,269)
Adjustments to reconcile
net loss to net cash used
in operating activities
Depreciation & amortization 2,071 5,542 5,408 9,211
Issuance of stock for
services rendered 27,550 9,810 59,360 102,793
Gain on sale of assets ( 3,000)
(Increase) decrease in:
Prepaid expenses & other
current assets ( 9,281) 153,380 12,512 ( 55,179)
Accounts receivable ( 1,867) ( 12,969) 761 ( 12,969)
Inventories 4,661 0 ( 13,537) 0
Increase (decrease) in:
Accounts payable 67,108 ( 204,018) 13,842 40,574
Accrued liabilities ( 17,473) ( 166,333) 129,643 57,925
Net cash provided by (used in)
continuing operations ( 25,972) ( 301,937) ( 155,077) ( 288,914)
Net cash provided by (used in)
discontinued operations ( 1,625) 491,740 ( 3,399) 468,550
Cash flows from
investing activities:
Notes receivable 42,000
Acquisitions of
property & equipment ( 7,565) 0 ( 10,185) 0
Loans to officers ( 8,000) 0 ( 24,000) 20,000
Net cash used in investing
activities ( 15,565) 0 7,815 20,000
Cash flows from
financing activities:
Loans from officers 2,021 5,676 4,606
Issuance of common stock 0 75,000
Payments on notes payable 0 ( 125,025) 0 ( 125,025)
Net cash provided by (used in)
financing activities 2,021 ( 125,025) 80,676 ( 120,419)
Net increase (decrease)
in cash and cash
equivalents ( 41,141) 64,778 ( 69,985) 79,217
Cash and cash equivalents
beginning of period 42,771 15,003 71,615 564
Cash and cash equivalents
end of period $ 1,630 $ 79,781 $ 1,630 $ 79,781
Supplemental schedule of non-cash investing and financing activities:
During the quarter ended April 30, 1999, the Company recorded $73,237 in
accrued liabilities as payment for the software to run a permanent retail
web site.
During the quarter ended April 30, 1999, the Company issued 800,000 shares
of common stock to the Company's President and CEO as payment for $100,000
of accrued salary.
E-COMMERCE WEST CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED April 30, 1999
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim consolidated 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.
The Company experienced no revenues during the reporting period as
the Company continues to develop its first year-round retail Web site.
Revenues are anticipated to resume in the second calendar quarter of
1999 coinciding with the planned launch of the Company's first
permanent retail Web site. Consequently, operating results for the
three months ended April 30, 1999 are not necessarily indicative of the
results that may be expected for the year ended July 31, 1999. 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 Company's audited financial statements
for the year ended July 31, 1998 and the notes thereto, included in the
Company's annual report on Form 10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations:
The quarter was spent in the continuing research into the Internet
in general and electronic commerce specifically plus the development of
the Company's initial year-round retail Web site. Additionally,
efforts were devoted to product procurement, negotiating with suppliers
and product testing. The Company does not have any current revenue
streams from operations, although modest revenues were achieved during
a brief 30-day seasonal web site. Revenues are anticipated to commence
with the launch of the Company's first permanent Internet retail Web
site that is scheduled to occur in the second 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.
Selling, general and administrative expenses for the nine months
ended April 30, 1999 were $360,584 and consisted primarily of accrued
and expensed salaries and web-site development charges. This is
approximately 14.5% less than the selling, general and administrative
expenses of $412,664 for the prior nine months ended April 30, 1998.
Funds were expensed and are expected to continue to be expensed in the
ongoing development and planned operation, marketing, advertising,
promotion, new product procurement and continuous improvements to the
Web site and the research, planning, development and launch of other
niche Web sites. The previous period's higher expenses were incurred
in the operation and closing of the Company's casino.
Liquidity and Capital Resources
As of April 30, 1999, the Company had cash and cash equivalents
totaling $1,630 and a working deficit of $464,375. Since inception, we
have financed our operations primarily through private offerings of
equity and debt securities.
Net cash used in continuing operating activities was $25,972 for
the quarter and $155,077 for the nine months ended April 30, 1999
respectively.
Net cash provided by (used in) investing activities was $(15,565)
for the quarter and $7,815 for the nine months ended April 30, 1999
respectively. Net cash used in investing activities consisted primarily
of purchases of property and equipment and loans to officers.
The Company expects cash flows from operating activities to
continue to be negative over the next year. Depending on the success of
the Company's efforts to develop and operate its websites, management
believes that the Company's present working capital will need to be
supplemented to support the Company's operations over the next 12 months.
Additional working capital may be sought through additional debt or
equity private placements, additional notes payable to banks or related
parties (officers, directors or shareholders), or from industry-available
funding sources at market rates of interest, or a combination of these.
The ability to raise necessary financing will depend on many factors,
including the nature and prospects of any business to be acquired and the
economic and market conditions prevailing at the time financing is
sought. No assurances can be given that any necessary financing can be
obtained on terms favorable to the Company, or at all.
Domain Name Ownership
The Company owns, as intellectual property, over 20 Web site
addresses consistent with the Company's plans to continue to develop
and launch Web sites designed to appeal to a niche segment of the
market.
Proposed Wyatt, Missouri Riverboat Casino
In January, 1999, the Company received its long-awaited Army
Corps' of Engineers permit. Virtually all the components are in place
to proceed with the application to the Missouri Gaming Commission and
when and if selected for review by the Commission, the commencement of
the construction of the development could begin. However, it is the
intention of the Company to explore all it's options in addition to
firming the Company's funding for the project prior to submitting its
application for licensing to the Missouri Gaming Commission. Although
actively pursuing all avenues related to the development, the Company
can not realistically project a time frame for submission of the
application.
Stock Issuances
The Company issued the following shares this quarter: from S-8
Registration Number 333-59975: to David Addison a total of 15,889
common shares, to Harlan Schmidt a total of 44,492 common shares and to
Robinson, Diamant and Brill 2,344 common shares for their legal
services. To WWWServices 20,000 common shares for web store design
consulting fees. From the treasury the Company issued 5,000 restricted
common shares to Eric Ward as a bonus for his effort in connection with
the launch of the Company's eChristmastrees.com web site and further,
in an effort to improve the Company's balance sheet and reduce its
current liabilities, on February 19th pursuant to a resolution of the
Board in a February 19th meeting, the Company issued 800,000 restricted
common shares at $0.125 per share to Jon Elliott, the Company's
President & CEO in exchange for $100,000 owed to Mr. Elliott in salary
pursuant to his Employment Agreement. Mr. Elliott has not received any
cash compensation per the terms of his Employment Agreement in the
previous 20-month period beginning in June, 1997 despite providing his
services exclusively to the Company.
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. [See: Subsequent Events]
Year 2000 Compliance
The Company is conducting a comprehensive review of its computer
systems to identify all software applications that could be affected by
the inability of many existing computer systems to process time-
sensitive data accurately beyond the year 1999, referred to as the Year
2000 or Y2K issue. The Company expects to complete their internal Year
2000 compliance program by mid 1999 and anticipates that the total
expenditures on this program will not exceed $10,000. As the Company
launches its Internet retail Web sites, the Company will be marketing
products from several third party suppliers. As such, the Company is
attempting to ascertain from each supplier assurances of their Year
2000 compliance. However, since the Company will be dependant on its
suppliers computer systems and applications, particularly with respect
to shipping, accounting, billing and buying, the Company may experience
delays which could produce an adverse effect. While the Company
believes its procedures and its suppliers efforts in this regard will
be successful, because of the complexity of the Year 2000 issue and the
interdependence of organizations using computer systems, the Company's
efforts, and those of its third parties with whom it interacts, may not
be satisfactorily completed in a timely fashion or may cost
substantially more to remedy than the amount anticipated. Failure by
the Company's suppliers to satisfactorily address the Year 2000 issue
could have a material adverse effect on the Company.
Other Matters
Despite providing his services exclusively to the Company, the
Company has been unable to pay a salary to Jon Elliott, the Company's
Chief Executive Officer and a Director per his Employment Agreement.
Therefore, in this quarter, as his sole source of income, Mr. Elliott
sold a total of 30,000 common shares in three separate transactions at
an average price of $0.56 on the open market. All appropriate forms
concerning the aforementioned transactions were filed in a timely
fashion with the Securities and Exchange Commission.
Subsequent Events
New Web Site Launch
The Company officially launched its second Web site,
www.westerngold.com, on June 7, 1999.
Westerngold.com, marketing quality Western products, will serve a
previously ignored Internet retail market segment currently generating
billions of dollars in domestic clothing, jewelry, art, gift and food
sales. The Company has positioned Westerngold.com to be a niche market
dominator as this site is the first to market in its category. The
Company plans to implement a strategic marketing plan designed to drive
site traffic and positively impact sales.
With over 100,000 individual product pages, Westerngold.com
features western clothing; cowboy boots; leather jackets, vests, hats
plus hand-tooled leather handbags, briefcases & luggage; hand-crafted
silver jewelry and belt buckles; Black Hills Gold jewelry including
earrings, rings, pins, brooches, watches, necklaces & pendants;
authentic Native American reproductions including weapons, buffalo
skulls and ceremonial collector's items; American Indian jewelry;
music, western books and gifts; Western furniture and accessories;
original art plus limited edition bronze sculptures; Western specialty
foods and gourmet gifts including spices, chili's, salsas, herb wine
vinegars, meat soaks and rubs.
Westerngold.com is a year round retail Web site and is owned by
westerngold.com corp., a private company operating as a wholly owned
subsidiary of E-Commerce West Corp. Goldiggerswest.com Corp. changed
its name to Westerngold.com on March 23, 1999 by virtue of a
Certificate of Amendment issued by the South Dakota Secretary of State.
New Corporate Offices
On May 7, 1999 the Company moved its corporate headquarters into
larger premises designed to serve the expanding needs of the Company as
it launches its Web sites. The Company moved from 152 Sherman Street
to 83 Sherman Street increasing its office and storage space from
approximately 640 square feet at its previous offices to approximately
3,600 square feet. The Company has a one year lease at a monthly
rental of $1,250 with an option for the second year at $1,500.
Additionally, the Company has an option to purchase the building and
underlying property for $125,000 for the first six months and $130,000
for the second six months. In the event the building's owner receives
an offer to purchase the building, the Company has 30 days to either
exercise its option to purchase or match the purchase price. In the
event the Company does neither, the Company would have 90 days to move
to other facilities.
Litigation
On May 24, 1999 the Company received a Bill of Sale from the
Trustee for the Bankruptcy Estate of Stephen Grogan, pursuant to a
Court Order issued by the United States Bankruptcy Court for the
District of Colorado on May 18, 1999 whereby, for $21,000, the Company
acquired all claims, causes of action, settlement agreements and
amendments thereto, and all rights of action including pre-petition
claims in perpetuity not otherwise exempt under local rules, which
Stephen Grogan has asserted or could have asserted against E-Commerce
West Corp. or Royal Casino Group Inc. or any former or current
officers, directors, agents or assigns thereof together with all rights
to 111,250 common shares of the Company's stock issued to Stephen
Grogan and all stock in Trustee's possession comprised of an additional
51,250 common shares issued to Stephen Grogan. [See: Stock Retired]
The $21,000 paid to the Trustee in Bankruptcy was advanced to the
Company by a third party to be used to purchase, on the third party's
behalf, the shares of common stock from the bankruptcy estate.
Stock Retired
Pursuant to a resolution of the Board of Directors at a meeting on
June 3, 1999, the Company will retire into the Treasury 51,250 common
shares issued to Stephen Grogan which were acquired from the bankruptcy
estate.
Stock Issuance
The Company has issued the following from its active S-8
registration number 333-59975: to Dalton & Mathias 17,789 common shares
for their accounting services; to Eric Ward 4,512 common shares for his
consulting services in connection with the launch of the Company's
second Web site; to David Addison 3,885 common shares, to Lynn Bock
25,000 common shares and to Robinson, Diamont & Brill 2,983 common
shares for their legal services; to WWWServices 20,000 common shares
for web store design consulting fees; to Dan French 3,125 common shares
for consulting services in connection with the Company's riverboat
casino development and to Mariellen Ross, 1,042 common shares for
consulting pursuant to the Company's second Web site.
Other Matters
Jon Elliott, the Company's President sold a total of 33,193
common shares in four separate transactions at an average price of
$0.45 on the open market. All appropriate forms concerning the
aforementioned transactions were filed in a timely fashion with the
Securities and Exchange Commission.
PART II OTHER INFORMATION
Item 2. Changes in Securities
None.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
None
Exhibits other than those listed have been omitted because they
are nonexistent, 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: June 14, 1999
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