SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended October 31, 2000
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 October 31, 2000 18,439,776 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 (unaudited)as of October 31, 2000
and (audited)July 31, 2000 3
Unaudited Statements of Operations
3 months ended October 31, 2000 and 1999 4
Unaudited Statements of Cash Flows
3 months ended October 31, 2000 and 1999 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 10
Item 6. Exhibits and Reports on Form 8-K 10
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS October 31, 2000 July 31, 2000
(unaudited) (audited)
Current Assets
Cash and cash equivalents $ 6,002 $ 31,120
Marketable securities 2,424 49,806
Note Receivable - related party 2,956 2,962
Inventories - 8,655
Prepaid legal expense 79,162 91,663
Prepaid expenses & other assets - 282
Total current assets 90,544 184,488
Fixed Assets
Property and equipment, net 28,730 29,739
Excess of cost over fair value of
net assets acquired 297,841 326,664
Total assets $ 417,115 $ 540,891
October 31, 2000 July 31, 2000
LIABILITIES AND SHAREHOLDERS' (unaudited) (audited)
DEFICIT
Current liabilities
Accounts payable $ 100,342 $ 113,436
Accrued payroll & payroll taxes 234,227 207,654
Note payable - related parties 174,159 174,504
Deferred revenue 16,032 8,860
Accrued other 5,198 -
Net liabilities of discontinued
operations - 73,187
Total current liabilities 529,958 577,641
Commitments & contingencies
Shareholders' deficit
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;
18,439,776 and 18,146,225 shares
issued and outstanding 18,440 18,146
Additional Paid in Capital 7,362,450 7,327,764
Accumulated deficit (7,494,833) (7,350,363)
Total shareholders' deficit ( 112,843) ( 36,750)
Total liabilities & shareholders'
deficit $ 417,115 $ 540,891
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
3 Months Ended
Oct. 31/00 Oct. 31/99
(unaudited) (unaudited)
Revenues $ 39,155 $ 1,894
Cost of goods sold ( 12,714) ( 1,067)
Gross Profit 26,441 827
Selling, general &
administrative expenses 204,480 125,755
Depreciation/amortization 32,902 7,014
Loss from continuing operations ( 210,941) ( 131,942)
OTHER INCOME (EXPENSE)
Interest income 10 748
Interest expense ( 2,533) ( 1,115)
Marketable securities
realized loss ( 44,544) -
Marketable securities
unrealized loss ( 2,079) -
Other Income 7,104 -
Total other income (expense) ( 42,042) ( 367)
Loss from continuing
operations before income taxes ( 252,983) ( 132,309)
Income tax provision 0 -
Net loss from continuing operations ( 252,983) ( 132,309)
Discontinued Operations:
Gain from disposition of operations 59,196 -
Net gain from discontinued operations 59,196 -
Loss before extraordinary item ( 193,787) ( 132,309)
Extraordinary item
Gain on forgiveness of accrued
payroll, net of income tax expense of $0 49,583 -
Net income (loss) ($ 144,204) ($132,309)
Basic (loss) Per Share
From continuing operations ($0.01) ($0.01)
From discontinued operations 0.00 0.00
From extraordinary item 0.00 0.00
Total basic loss per share ($0.01) ($0.01)
Weighted-average common shares outstanding 18,212,857 12,435,058
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
3 Months Ended
Oct. 31/00 Oct. 31/99
(unaudited) (unaudited)
Cash flows from
operating activities:
Net loss from continuing operations ($ 252,983) ($ 132,309)
Adjustments to reconcile
net loss to net cash used in operating
activities:
Depreciation & amortization 32,902 7,014
Issuance of stock for services rendered 34,980 10,000
Realized loss on sale of securities 46,623 -
Extraordinary item 49,583 -
(Increase) decrease in:
Prepaid expenses & other current assets 12,783 14,865
Inventories - 112
Increase (decrease) in:
Accounts payable 3,209 13,100
Deferred revenues 12,370 -
Accrued payroll and payroll tax 26,573 56,251
Net cash provided by (used in)
continuing operations ( 33,960) ( 30,967)
Net cash provided by disposition of
discontinued operations ( 21,639) ( 40)
Net cash provided by (used in)
Operating activities ( 55,599) ( 31,007)
Cash flows from investing activities:
Sale of marketable securities 33,890 -
Acquisitions of property & equipment ( 3,070) -
Net cash provided by(used in)
investing activities 30,820 -
Cash flows from financing activities:
Loans from officers ( 339) 21,048
Book overdraft 466
Net cash provided by (used in)
financing activities ( 339) 21,514
Net increase (decrease)
in cash and cash equivalents ( 25,118) ( 9,493)
Cash and cash equivalents
beginning of period 31,120 9,493
Cash and cash equivalents
end of period $ 6,002 $ -
E-COMMERCE WEST CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED October 31, 2000
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB and/Regulation S-B. Accordingly,
they do not include all of the information and footnotes required
by generally accepted accounting principles for complete
financial statements. In the opinion of management, all normal,
recurring adjustments considered necessary for a fair
presentation have been included. The financial statements should
be read in conjunction with the audited financial statements
included in the Company's annual report on Form 10-KSB for the
fiscal year ended July 31, 2000. The results of operations for
the three months ended October 31, 2000 are not necessarily indicative
of the results that may be expected for the fiscal year ending July 31,
2001.
NOTE 2 - PROPERTY AND EQUIPMENT
As of October 31, 2000 property and equipment
consisted of the following:
Oct. 31, July 31,
2000 2000__
(unaudited)
Purchased software 11,300 8,230
Furniture and equipment 129,884 129,884
141,184 138,114
Less accumulated depreciation 112,454 108,375
Total $ 28,730 $ 29,739
NOTE 3 - SUBSEQUENT EVENTS
After the end of this quarter but prior to this filing, the Company
issued 45,455 common shares as a legal retainer valued at $5,000, 50,000
common shares for technical and Internet related support valued at
$4,250 and 29,412 common shares for legal services valued at $2,500
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General Financial Condition
Results of Operations:
E-Commerce West
Since August, 1999 the Company has devoted all its resources to the
research and development of its new business-to-business ("B2B") Internet
application which it plans to introduce to the market through a subsidiary
company in the first quarter of 2001. The Company's revenues this quarter
have been generated by N2 Networking, Inc., a wholly-owned subsidiary of the
Company.
eChristmastrees.com
With the Company's previously announced plans to exit the B2C marketplace
to devote all its resources to its B2B application, the Company sold in
September, 2000 its eChristmastrees.com business, including the web site, all
relevant domain names, inventory, customer lists, affiliates, merchant
affiliations and suppliers, to WWW Services, the Company's former web design
firm. Consideration for the purchase included $16,303.45 representing a 50%
discount of the fees owed to WWW Services for web site design services. WWW
Services is owned by Deb Berg, the Company's former General Manager.
Additional consideration included Mrs. Berg forgiving $49,583.28 in back
salary owed by the Company for a period including April, 1998 through
December, 1999.
Business-to-Business ("B2B") Internet Application
The Company extensively researched the internet marketplace for an area
where it could profit from its expertise. An area in the business-to-
business marketplace was discovered and since August, 1999, the Company has
devoted all its resources to the development and introduction to market of
its B2B Internet application. It is anticipated the new application will
undergo testing and market introduction in the first quarter of 2001, although
no assurances of an exact date can be give due to financing requirements
combined with the complexities involved in its implementation.
Details surrounding the B2B internet application remain secret for
competitive reasons. The Company believes should news of the application
become known, other larger, better financed Internet companies would be in a
position to either beat the Company to market or out-market the Company,
thereby restricting the Company's growth and limiting the potential return for
its shareholders. The Company has assembled an experienced, skilled
management team for the project and initial presentations to major NYSE and
NASDAQ corporations together with smaller organizations have been well
received, although each corporation has its own method and criteria in
evaluating such an application.
The Company will require funding of $3 million to bring the application
to its full market potential. Management believes that such 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.
Consolidated Corporate Information
Selling, general and administrative expenses for the three months ended
October 31, 2000 were $204,480 and consisted primarily of salaries
(deferred), professional and consulting fees and travel. This is
approximately 63% more than the selling, general & administrative expenses of
$125,755 for the prior three months ended October 31, 1999. Funds were
expensed and are expected to continue to be expensed in the ongoing
development and introduction to market of the Company's planned B2B internet
application.
Liquidity and Capital Resources
As of October 31, 2000, the Company had $6,002 in cash and cash
equivalents, an increase of $6,002 over the same period last year, and a
working deficit of $439,414. Since inception, the Company has financed its
operations primarily through private offerings of equity securities and loans
from officers.
Net cash used in continuing operating activities was $33,690 for the
quarter ended October 31, 2000.
Net cash provided by financing activities was $339 for the quarter ended
October 31, 2000. Net cash provided by financing activities consisted of
loans from an officer.
The Company expects cash flows from operations to continue to be negative
over the next year. Depending on the success of the Company's efforts to
develop, implement, market and manage its B2B internet application, 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.
Current cash on hand is sufficient to meet short-term ongoing operating
expenses. The Company is optimistic that additional financing will be
available, although no assurances can be given that any financing can be
obtained on terms favorable to the Company, or at all. Additional working
capital may be sought through equity private placements and/or additional
notes payable to related parties (officers, directors or shareholders). The
ability to raise financing will depend upon many factors, including the
Company's then current common stock price, the nature and prospects of the
Company's new internet application and the economic and market conditions
prevailing at the time financing is sought.
Stock Issuances
In this quarter the Company issued the following shares of unrestricted
common stock: 59,778 common shares for legal and accounting services valued
at $7,771; 125,000 common shares for technical and internet related services
valued at $19,015; 41,667 common shares for new business development
consulting valued at $4,167; and 42,106 common shares for market research
services valued at $4,000. The aforementioned issuances were from the
Company's active S-8 Registration #333-37710. Further, the Company issued
25,000 common shares, which are restricted pursuant to Rule 144 of the
Securities & Exchange Commission, to an N2.Networking employee as a gift for
technical assistance.
Consulting Arrangement
The Company entered into a one year consulting agreement beginning in
October, 2000 for $50,000 to be paid monthly in common stock with the
Company's former General Manager specifically to assist the Company's
subsidiary find clients for its B2B internet application.
Equipment Rental, Overhead Reimbursement, Rent, Support Services
The Company leases approximately 3,600 square feet for its corporate
headquarters in Deadwood, South Dakota for $1,250 per month. As the company
intends to relocate its corporate headquarters to San Diego, California, the
Company occupies the space on a month-to-month basis until the move becomes
effective.
Other Matters
During the quarter, Jon Elliott, the Company's President/CEO, sold
155,000 common shares at an average price of $0.18 on the open market with a
portion of the proceeds used to support the Company's operating overhead.
All appropriate forms concerning the aforementioned transactions were filed
in a timely fashion with the Securities & Exchange Commission. [See:
Subsequent Events]
Subsequent Events
Domain Names
As a result of the Company's previously announced decision to exit the
B2C marketplace to concentrate all its resources on the development and
introduction to market of its B2B internet application, the Company elected
not to renew most of the domain names it had registered in 1998. Some, such
as eValentinesDay2000.com and eHalloween2000.com obviously carry no further
value while others such as eLaborDay.com hold no interest for the Company.
The Company did however, choose to renew domain names which it considers to
have value such as eSuperBowl.com, eWorldSeries.com and eElectionDay.com
which are available for sale.
Stock Issuances
After the end of this quarter but prior to this filing, the Company
issued 45,455 common shares as a legal retainer valued at $5,000, 50,000
common shares for technical and Internet related support valued at $4,250 and
29,412 common shares for legal services valued at $2,500 from its active S-8
Registration #333-37710.
S-8 Registration
The Company filed an S-8 registration statement with the Securities &
Exchange Commission enabling the Company to issue 1,500,000 common shares to
employees and corporate consultants in lieu of cash. This registration
allows the company to conserve its cash resources while still being able to
attract the talent whose skills are necessary to continue to grow the
Company. The registration was effective December 5, 2000. To date, no shares
have been issued from this registration.
Other Matters
From the end of the quarter but prior to this filing Jon Elliott, the
Company's President/CEO, sold 90,000 shares at an average price of $0.08 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
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: December 15, 2000
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