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 January 31, 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.)
152 Sherman St.
Deadwood, SD 57732
(Address of principal executive offices)
(605) 578-1299 (605) 578-1298
(Registrants telephone number) (Registrants 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 January 31, 1999 9,573,063 shares of registrants $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 Sheet
as of January 31, 1999
3
Statement of Operations
as of January 31, 1999
4
Statement of Cash Flows
as of January 31, 1999
5
Notes to Financial Statements
6
Item 2. Managements 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 From 8-K 11
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS Jan. 31, 1999 July 31, 1998
Current Assets
Cash and cash equivalents $ 42,771 $ 71,615
Accounts receivable 302
2,930
Note receivable - officer 25,000
9,000
Notes receivable 9,000
51,000
Inventories 18,198
0
Prepaid expenses & other assets 16,497 38,290
Total current assets 111,768
172,835
Fixed Assets
Property and equipment 47,916
45,396
Accumulated depreciation ( 15,860) (
12,523)
Fixed Assets, Net 32,056
32,873
Total assets $ 143,824
$ 205,708
Jan. 31, 1999
July 31, 1998
LIABILITIES AND SHAREHOLDERS
DEFICIT
Current liabilities
Accounts payable $ 100,537 $
153,803
Accrued liabilities 287,264
140,248
Note payable officer 3,655
0
Net liabilities of discontinued
operations 134,130
136,392
Total current liabilities 525,586
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;
9,573,063 and 8,642,102 shares
issued and outstanding 9,573
8,642
Additional Paid in Capital 5,962,719 5,856,840
Accumulated deficit (6,355,154) (6,091,217)
Total shareholders deficit ( 381,762) (
224,635)
Total liabilities & shareholders
deficit $ 143,824
$ 205,708
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
3 Months Ended
6 Mo. Ended
Jan. 31/99 Jan.31/98
Jan. 31/99 Jan. 31/98
Revenues $ 5,334
$ 5,334
Cost of goods sold 1,899
1,899
Gross Profit 3,435
3,435
Selling, general &
administrative expenses 186,151 $ 136,235 263,240
$ 329,998
Depreciation/amortization 1,669 1,863
4,098 3,726
Loss from continuing
operations ( 184,385) ( 138,098) (
263,903) ( 333,724)
OTHER INCOME (EXPENSE)
Interest income 1,041
1,615 419
Interest expense ( 424) ( 4,453) (
2,037) ( 12,524)
Realized gain
7,318
Gain on sale of assets
3,000
Loss on abandoned projects
( 5,409)
Total other income (expense) 617 ( 4,453)
2,578 ( 10,196)
Loss from continuing
operations before
income taxes ( 183,768) ( 142,551) (
261,325) ( 343,920)
Income tax provision 0 0
0 0
Net loss from continuing
operations ( 183,768) ( 142,551) (
261,325) ( 343,920)
Discontinued Operations:
Loss from operations ( 7,262) ( 167,828) (
8,147) ( 272,540)
Gain (loss) from
disposition of operations 0 ( 1,519,647)
5,535 ( 1,519,647)
Net loss ($191,030) ($1,830,026)($
263,937) ($2,136,107)
Basic (loss) Per Share
From continuing operations $0.02) ($0.03)
($0.03) ($0.10)
From discont. operations 0.00 ( 0.31)
0.00 ( 0.30)
Total basic loss per share ($0.02) ($0.34)
($0.03) ($0.40)
Weighted-average common
shares outstanding 9,280,976 5,393,128
9,022,670 5,325,784
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
3 Months Ended
6 Months ended
Jan.31/99
Jan.31/98 Jan.31/99 Jan.31/98
Cash flows from
operating activities:
Net loss from
continuing operations ($ 183,768) ($ 142,551) ($
261,325) ($ 343,920)
Adjustments to reconcile
net loss to net cash used
in operating activities
Depreciation & amortization 1,669 1,863
3,337 3,726
Issuance of stock for
services rendered 25,460 11,166
31,960 92,983
Gain on sale of assets
( 3,000)
(Increase) decrease in:
Prepaid expenses & other
current assets ( 6,363)
116,597 21,793 0
Accounts receivable 19,698 16,799
2,628 ( 74,322)
Inventories ( 18,198)
10,029 ( 18,198) 0
Other Assets (
78,075) ( 19,547)
Increase (decrease) in:
Accounts payable 14,554 228,753
( 53,266) 51,610
Accrued liabilities 57,819
18,197 144,354 63,733
Net cash provided by (used in)
continuing operations ( 89,129) 182,778
( 131,717) ( 225,737)
Net cash provided (used in)
discontinued operations ( 3,933) ( 158,563)
( 2,262) 130,117
Cash flows from
investing activities:
Notes receivable
45,000
Acquisitions of
property & equipment ( 2,520) 0
( 2,520) ( 7,459)
Loans to officers ( 3,000)
0 ( 16,000) 20,000
Net cash used in investing
activities ( 5,250)
0 ( 26,480) ( 12,541)
Cash flows from
financing activities:
Loans from officers 3,211
3,655 13,372
Issuance of common stock 75,000
75,000
Payments on notes payable 0 ( 39,218)
0 0
Net cash provided (used in)
financing activities 78,211 ( 39,218)
78,655 ( 13,372)
Net increase (decrease)
in cash and cash
equivalents ( 20,101) ( 15,003) (
28,844) ( 69,707)
Cash and cash equivalents
beginning of period 62,872 22,905
71,615 77,609
Cash and cash equivalents
end of period $ 42,771 7,902
$ 42,771 $ 7,902
E-COMMERCE WEST CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED January 31, 1999
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.
The Company experienced no revenues during the transition
period from a gaming company in January 1998, when the Company
discontinued operations of and subsequently liquidated
Goldiggers Hotel and Gaming Est., to an Internet company with
the launch of its first Internet Web site that occurred during
this quarter. This Web site was seasonal and only operated for
30 days prior to Christmas. Revenues are anticipated to resume
in the first calendar quarter of 1999 coinciding with the
planned launch of the Companys first permanent retail Web site.
Consequently, operating results for the three months ended
January 31, 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 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. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General Financial Condition
The Company does not have any current revenue streams from
operations, although modest revenues were achieved during a
brief 30 day period during the Christmas season from the launch
of the Companys first seasonal web site. Revenues are
anticipated to commence with the launch of the Companys first
permanent Internet retail Web site that is scheduled to occur in
the first quarter of calendar year 1999. Due to the potential
for competition on the Internet, the Company is not revealing
the nature of this site until the actual launch has occurred.
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 and from funds provided through
financing activities. 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 in the amount and on the
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, launch and operation of the Companys initial
seasonal retail Web site www.echristmastrees.com. Additionally,
efforts were devoted to product procurement and the design of
the Companys first permanent retail Web site to launch in the
first calendar quarter of 1999. Funds were expensed and are
expected to continue to be expensed in the ongoing development
and planned operation, marketing, advertising, promotion and new
product procurement in addition to continuous improvements to
the Web site and the research, planning, development and launch
of other niche Web sites.
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, sold 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 AltaVista, GeoCities and www.usatoday.com. To
announce the launch, 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 which was syndicated to over 800 newspapers
by Bloomberg, a review by Yahoos Daily News, an article in USA
Today newspaper plus a corresponding article on their Web site,
a television feature on ZDTV plus a corresponding report on
their Web site and 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 extremely encouraging as to its
ability to create interesting Web sites, creative advertising
and promotions that produces results and an array of products
generating significant world-wide appeal, as that is the future
of the Internet. Although first year sales were modest, the
Company believes it succeeded in its pre-launch goal to brand
the site, which the Company believes will be reflected through
increased sales in future years.
New Internet Web Site
The Company continues to apply its time and resources 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, have international appeal and, although it is
premature to project the amount of revenues, the Company
believes the site will be successful.
The Company is also developing its third Web site,
anticipated to launch in the second calendar quarter of 1999.
Domain Name Ownership
The Company owns, as intellectual property, over 20 Web
site addresses consistent with the Companys 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 1994 the Company, through its current wholly owned
subsidiary Royal Casino Group, responded to a Request For
Proposals issued by the City of Wyatt, Missouri. Royal Casino
Group won the RFP and subsequently entered into an exclusive
25-year agreement with the City to develop The Royal Missourian,
a riverboat casino entertainment center, on the Mississippi
River at the confluence of the Ohio River. The Company acquired
50 acres of land on the Mississippi River with a site acceptable
in Missouris constitution permitting gaming riverboats. In
April, 1993, the Company applied to the Army Corps of Engineers
for its 404 docking permit which is necessary prior to the
commencement of any construction related to the Companys
proposed development. During the ensuing years, the Company
continued obtaining various regulatory approvals, such as a
Water Certification Permit from the Missouri Department of
Natural Resources which has been issued to the Company. In
January, 1999, the Company received its long-awaited Army Corps
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 its options in
addition to firming the Companys 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 333-32415: to Dan French on December
18th 3,572 common shares his consulting services on the Wyatt
project and to Joy Nissenson on January 22nd 3,410 common shares
for her consulting services on echristmastrees.com. Further
from S-8 Registration Number 333-59975: to Lucky Management on
Nov. 17th, Dec. 18th and Jan. 20th a total of 50,625 common
shares for their consulting services; to Arthur Lovett on
November 17th 8,422 common shares for his consulting services
for the Companys EDGAR filings; to Dalton & Mathias on January
20th 7,729 common shares for their accounting services; to
Robinson, Diamant and Brill on January 20th 10,417 for their
legal services. During the quarter the Company, through 3
private placements, issued an aggregate total of 583,333
restricted common shares for a total of $75,000.
Corporate Loans
Jon Elliott, the Companys President/CEO has not received
any cash compensation per the terms of his Employment Agreement
for the 20-month period from June, 1997 through January, 1999.
He owes the Company a total of $25,000 per loans taken which
have an interest rate of 9%, 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 retained the services of the Ward Group to
promote the launch of its initial Web site, . Additionally, the
Company retained the services of Lucky Management as an Internet
marketing consultant. Both organizations were retained in
November 1998.
Year 2000 Compliance
The Company is conducting a comprehensive review of their
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
Companys 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 Companys 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
Companys 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 32,000 common
shares in four separate transactions at an average price of
$0.52 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
Stock Issuance
On February 2nd and February 24th the Company issued 3,106
common shares to David Addison and 40,995 common shares to
Harlan Schmidt respectively for their legal services. These
issuances were from the Companys active S-8 registration number
333-59975. Further, in an effort to improve the Companys
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 to
Jon Elliott, the Companys 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.
Goldiggers Regulatory Matters
In the quarter, the Company paid the mutually agreed upon
amount of $4,936.01 reached in 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. As
previously reported, the Company did not believe the amount
stated as owed by the Department was in fact owed. However, to
avoid the expense of litigation and its additional related
costs, Atlantic-Pacific Corp., the Companys subsidiary, settled
for a substantially lesser amount. For informational purposes,
the Companys subsidiary did not own nor operate Goldiggers for
the periods 1994, 1995 and the first half of 1996.
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: March 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedulle contains interim summary financial information extracted from the
Consolidated Balance Sheets and Statement of Operations of E-Commerce West
Corp. for the quarter ended January 31, 1999, which statements have been
compiled by management.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> JAN-31-1999
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<SECURITIES> 0
<RECEIVABLES> 302
<ALLOWANCES> 0
<INVENTORY> 18,198
<CURRENT-ASSETS> 111,768
<PP&E> 47,916
<DEPRECIATION> 15,860
<TOTAL-ASSETS> 143,824
<CURRENT-LIABILITIES> 525,586
<BONDS> 0
0
1,100
<COMMON> 9,573
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 143,824
<SALES> 5,334
<TOTAL-REVENUES> 5,334
<CGS> 1,899
<TOTAL-COSTS> 1,899
<OTHER-EXPENSES> 187,820
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 424
<INCOME-PRETAX> (183,768)
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<EPS-DILUTED> (.02)
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