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 April 30, 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 April 30, 2000 16,332,316 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 April 30, 2000
and (audited)July 31, 1999 3
Unaudited Statements of Operations
3 months ended April 30, 2000 and 1999 4
Unaudited Statements of Cash Flows
3 months ended April 30, 2000 and 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART 11 OTHER INFORMATION
Item 2. Change in Securities 13
Item 6. Exhibits and Reports on Form 8-K 13
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS April 30, 2000 July 31, 1999
(unaudited) (audited)
Current Assets
Cash and cash equivalents $ 83,822 $ 9,493
Marketable securities 36,675 -
Note receivable - officer 33,000 33,000
Notes receivable - 9,000
Inventories 15,170 16,352
Prepaid legal expense 104,164 141,667
Prepaid expenses & other assets 5,756 8,969
Total current assets 278,587 218,481
Fixed Assets
Property and equipment, net 64,030 85,704
Total assets $ 342,617 $ 304,185
April 30, 2000 July 31, 1999
LIABILITIES AND SHAREHOLDERS' (unaudited) (audited)
DEFICIT
Current liabilities
Accounts payable $ 143,358 $ 125,434
Accrued payroll & payroll taxes 275,743 224,516
Note payable officer 69,352 27,561
Net liabilities of discontinued
operations 132,427 132,326
Total current liabilities 620,880 509,837
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;
16,332,316 and 12,404,502 shares
issued and outstanding 16,332 12,404
Additional Paid in Capital 6,815,604 6,466,220
Accumulated deficit (7,111,299) (6,685,376)
Total shareholders' deficit ( 278,263) ( 205,652)
Total liabilities & shareholders'
deficit $ 342,617 $ 304,185
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
3 Months Ended 9 Mo. Ended
Apr. 30/00 Apr. 30/99 Apr. 30/00 Apr. 30/99
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues $ 3,859 $ 0 $ 24,999 $ 5,334
Cost of goods sold ( 1,587) ( 0) ( 11,006) ( 1,899)
Gross Profit 2,272 0 13,993 3,435
Selling, general &
administrative expenses 151,082 97,344 407,955 360,584
Depreciation/amortization 6,161 2,071 20,002 6,169
Loss from continuing
operations ( 154,971) ( 99,415) ( 413,964) ( 363,318)
OTHER INCOME (EXPENSE)
Interest income 733 1,089 2,630 2,704
Interest expense ( 2,010) ( 415) ( 4,655) ( 2,452)
Marketable securities
realized loss ( 3,078) - ( 3,078) -
Marketable securities
unrealized loss ( 14,185) - ( 14,185) -
Gain on sale of assets 30 - 3,691 3,000
Forgiveness of interest
receivable ( 2,480) - ( 2,480) -
Other Income - - 5,118 -
Total other income (expense)( 20,990) 674 ( 12,959) 3,252
Loss from continuing
operations before
income taxes ( 175,961) ( 98,741) ( 426,923) ( 360,066)
Income tax provision 0 0 0 0
Net loss from continuing
operations ( 175,961) ( 98,741) ( 426,923) ( 360,066)
Discontinued Operations:
Gain (loss) from operations 1,000 ( 535) 1,000 ( 8,682)
Gain (loss) from
disposition of operations 0 0 0 5,535
Net income (loss) ($ 174,921) ($ 99,276) ($ 425,923) ($ 363,213)
Basic (loss) Per Share
From continuing operations ($0.01) ($0.01) ($0.03) ($0.03)
From discontinued operations 0.00 0.00 0.00 0.00
Total basic loss per share ($0.01) ($0.01) ($0.03) ($0.03)
Weighted-average common
shares outstanding 16,104,503 10,058,592 13,684,100 9,783,396
E-COMMERCE WEST CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
3 Months Ended 9 Months ended
Apr. 30/00 Apr. 30/99 Apr. 30/00 Apr. 30/99
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flows from
operating activities:
Net loss from
continuing operations ($ 174,961) ($ 98,741) ($ 425,923) ($ 360,066)
Adjustments to reconcile
net loss to net cash used
in operating activities
Depreciation & amortization 6,160 2,071 15,674 5,408
Issuance of stock for
services rendered 52,420 27,550 77,107 59,360
Gain on sale of assets - - - ( 3,000)
Unrealized loss on securities 14,185 - 14,185 -
Realized loss on sale of
Securities 3,078 - 3,078 -
(Increase) decrease in:
Prepaid expenses & other
current assets 14,491 ( 9,281) 34,360 12,512
Accounts receivable - ( 1,867) 2,072 761
Inventories 235 4,661 1,182 ( 13,537)
Increase (decrease) in:
Accounts payable ( 7,320) 67,108 51,228 13,842
Accrued payroll and
Payroll tax 63,546 ( 17,473) 157,412 129,643
Net cash provided by (used in)
continuing operations ( 28,166) ( 25,972) ( 69,625) ( 155,077)
Net cash provided by (used in)
discontinued operations ( 1,000) ( 1,625) 101 ( 3,399)
Net cash provided by (used in)
Operating activities ( 29,166) ( 27,597) ( 69,524) ( 158,476)
Cash flows from
investing activities:
Sale of marketable
securities 46,062 - 46,062 -
Notes receivable - - - 42,000
Sale of property and
equipment - - 6,000 -
Acquisitions of
property & equipment - ( 7,565) - ( 10,185)
Loans to officers - ( 8,000) - ( 24,000)
Net cash provided by
(used in) investing
activities 46,062 ( 15,565) 52,062 7,815
Cash flows from
financing activities:
Loans from officers 16,039 2,021 41,791 5,676
Issuance of common stock 50,000 - 50,000 75,000
Net cash provided by (used in)
financing activities 66,039 2,021 91,791 80,676
Net increase (decrease)
in cash and cash
equivalents 82,935 ( 41,141) 74,329 ( 69,985)
Cash and cash equivalents
beginning of period 887 42,771 9,493 71,615
Cash and cash equivalents
end of period $ 83,822 $ 1,630 $ 83,822 $ 1,630
Supplemental schedule of non-cash investing and financing activities:
1)During the quarter ended April 30, 2000, 64,100 shares of common stock of
Corporate Vision, Inc with a market value of $100,000 were exchanged for
30,000 unrestricted common shares and 70,000 restricted common shares of
E-Commerce West Corp.
2)A former corporate officer agreed to accept 97,333 restricted common shares
of E-Commerce West Corp in satisfaction of accrued payroll of $33,970 minus a
note receivable of $9,000. The company agreed to forgive interest of $2,480
owed to the corporation by the same former officer
E-COMMERCE WEST CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED April 30, 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, 1999. The results of operations for
the three months and nine months ended April 30, 2000 are not
necessarily indicative of the results that may be expected for
the fiscal year ending July 31, 2000.
NOTE 2 - MARKETABLE SECURITIES
During the three months ended April 30, 2000, the Company entered
into a strategic relationship with a third party whereby it
exchanged 30,000 unrestricted shares of common stock and 70,000
shares of restricted common stock for 64,100 unrestricted shares
of the third party's common stock valued at $100,000. The Company
has classified these equity securities as trading.
In accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," these equity securities are stated at market value.
Realized and unrealized gains and losses on short-term investments
are included in earnings and are derived using the specific
identification method for determining the cost of securities.
NOTE 3 - INVENTORY
As of April 30, 2000 and July 31, 1999, inventory consisted of the
following:
April 30, July 31,
2000 1999__
(unaudited)
Raw materials 8,755 8,755
Finished goods 6,415 7,597
Total $15,170 $16,352
NOTE 4 - PROPERTY AND EQUIPMENT
As of April 30, 2000 and July 31, 1999, property and equipment
consisted of the following:
April 30, July 31,
2000 1999__
(unaudited)
Purchased software 71,963 71,962
Furniture and equipment 32,501 39,960
104,464 111,922
Less accumulated depreciation 40,434 26,218
Total $ 64,030 $ 85,704
NOTE 5 - SUBSEQUENT EVENTS
Sale of Asset
Effective May 19, 2000, the Company transferred certain assets of
its wholly-owned subsidiary, Westerngold.com Corp., to a newly
formed South Dakota limited partnership, including right and title
to the domain name, logo and web site, in exchange for $20,000 and
recognized a loss of $26,774 on the transaction.
Acquisition
On May 31, 2000 the Company entered into a definitive agreement to
acquire all of the issued and outstanding common stock of N2
Networking ("n2.net) for 500,000 restricted common shares plus a
six-month $100,000 note secured by the stock of N2 Networking. N2
Networking operates n2.net, a full-service San Diego, California
based Internet Service Provider founded in 1995.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General Financial Condition
Results of Operations:
E-Commerce West
The Company devoted much of it's energies and resources this
quarter to the continuing research and development of its new business-
to-business ("B2B") Internet application which it anticipates bringing
to market this calendar year, and to the ongoing activities of
westerngold.com, the Company's first year round retail website.
In addition this quarter the Company repaid a significant amount of
its payables.
westerngold.com
www.westerngold.com , marketing quality western products, serves a
retail market segment currently generating in excess of $2.75 billion
in annual, domestic sales. As the Company announced its intention to
concentrate its efforts on bringing its B2B Internet application to
market and to exiting the business-to-consumer ("B2C") Internet
marketplace, the Company is in discussions to sell Westerngold.com
[See: Subsequent Events]
eChristmastrees.com
www.echristmastrees.com , the Company's first retail e-commerce
website, operated during the 1998 and 1999 holiday seasons and as
previously reported was profitable for the 1999 Christmas season. As
also previously announced, with the Company exiting the B2C marketplace
to devote its resources to its B2B application, the Company plans to sell
eChristmastrees.com.
Business-to-Business Internet Application
The Company has been in development on a B2B Internet application
since August, 1999 which it anticipates bringing to market later this
calendar year. The Company will deliver the application through the
utilization of a previously dormant wholly-owned subsidiary. For
competitive reasons, the Company has not divulged the nature of this
application nor does it intend to do so until the Company is
comfortable in introducing the application to the marketplace. To
fully complete its business plan the Company will seek additional
financing. Although the Company is confident that financing in the
amounts and under the terms and conditions acceptable to the Company
will be available, many conditions outside the control of the Company
could prevent or restrict sufficient financing from being available
under terms acceptable to the Company.
N2 Networking
In March, 2000 the Company entered into an Agreement in Principle
with N2 Networking ("n2.net"), a full-service San Diego, California
based Internet Service Provider, to acquire all the assets and
liabilities of N2 Networking ("n2.net") for a combination of cash and
stock subject to certain conditions precedent, customary with a
transaction of this nature. [See: Subsequent Events]
Strategic Relationship
In March the Company formed a strategic alliance with
Corporate Vision, Inc. a publicly traded holding and venture capital
company with diversified interests in real estate, natural resources
and the Internet. Corporate Vision holds an equity position in a new
B2B Internet browser, has acquired an Internet search engine and has a
pending purchase of a free e-mail web site. The association included a
dual cross-ownership equity program whereby the Company issued 100,000
common shares to Corporate Vision, comprised of 70,000 restricted
shares pursuant to Rule 144 of the Securities & Exchange Commission and
30,000 shares from the Company's S-8 Registration, while Corporate
Vision issued 64,100 tradable common shares from its evergreen
registration statement to the Company. The Company is free to sell
these shares on the open market to fund its ongoing activities. Both
the Company and Corporate Vision continue an ongoing dialog to identify
potential Internet-related opportunities.
Consolidated Corporate Information
Selling, general and administrative expenses for the three months
ended April 30, 2000 were $151,082 and consisted primarily of salaries,
which were deferred, professional fees and travel. This is
approximately 13% more than the selling, general and administrative
expenses of $131,118 for the prior three months ended January 31, 2000.
Funds were expensed and are expected to continue to be expensed in the
ongoing research, development and introduction to market of the
Company's planned new B2B Internet application.
Liquidity and Capital Resources
As of April 30, 2000, the Company had $118,357 in cash and cash
equivalents, an increase of $117,470 over the quarter ended January 31,
2000 and a working deficit of $342,293. 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 $28,166 for the
quarter ended April 30, 2000.
Net cash provided by financing activities was $66,039 for the quarter
ended April 30, 2000. Net cash provided by financing activities
consisted of loans from officers and a private equity offering.
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, implement, market and manage its B2B
Internet applications, 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, any business to be acquired and the economic and
market conditions prevailing at the time financing is sought.
Debt Reduction
During the quarter the Company eliminated the following
obligations:
Former Officer & Director
On March 14, 2000 the Company issued 97,333 common shares
to a former officer & director in lieu of back salary. The shares were
issued pursuant to Rule 144 of the Securities & Exchange Commission and
are restricted for one year from date of issue. Due to the one year
restriction and pursuant to approval of the Board of Directors, the
shares were issued at a 50% discount to the closing bid price of $0.50
and represent $33,333.36 in back salary less $9,000 owed by the former
officer & director in the form of a demand note to the Company. In
consideration of accepting restricted stock, the Board waived interest
due on the note. A further $636.99 owed to the former officer & director
was exchanged for title to computer equipment currently in the possession
of the former officer & director.
Other Obligations
During the quarter the Company eliminated obligations
totaling $17,000 to its transfer agent, attorneys, accountants, printer
and former advertising agency through a combination of cash and the
issuance of common stock.
Stock Issuances
In this quarter the Company issued the following shares of
unrestricted common stock: 12,311 common shares for legal and
accounting services valued at $9,427.50; 1,100 common shares for
Internet related services valued at $1,169.60; 10,000 common shares for
new business development consulting valued at $3,900; 4,945 common
shares for stock services valued at $2,472.25; 30,000 common shares for
business, merger and acquisition consulting valued at $30,000; 4,800
common shares valued at $2,400 for regulatory filling services and
3,730 common shares for marketing services valued at $3,050. Further,
the Company issued 100,000 common shares, which are restricted pursuant
to Rule 144 of the Securities & Exchange Commission, to a third party
pursuant to a private placement at $0.50 per share.
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
on a lease through May, 2000. As the company intends to relocate its
corporate headquarters to San Diego, California later this calendar
year, the Company elected not to exercise its option to renew its
lease, preferring to continue on a month-to-month basis until the move
becomes effective.
Other Matters
During the quarter, Jon Elliott, the Company's President/CEO, sold
135,500 common shares at an average price of $0.58 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. As of April 30, 2000 Mr. Elliott has advanced
$69,352 to the Company. [See: Subsequent Events]
Subsequent Events
N2 Networking Acquisition
On May 31, 2000 the Company entered into a definitive agreement to
acquire all of the issued and outstanding common stock of N2 Networking
("n2.net) for 500,000 restricted common shares plus a six-month
$100,000 note payable secured by the stock of N2 Networking. N2
Networking operates n2.net, a full-service San Diego, California based
Internet Service Provider founded in 1995. N2.net has both residential
and commercial accounts with this acquisition being consistent with the
Company's previously announced strategy. [See: Chief Technology
Officer]
Chief Technology Officer
Simultaneously with its acquisition of N2 Networking, the Company
retained David W. Smith, President of N2 Networking, as Chief
Technology Officer for E-Commerce West and its subsidiaries. Mr. Smith
has a bachelor of science in Applied Mathematics (Engineering) and an
advanced degree in Computer Science, both from the University of
Colorado. He founded N2 Networking in 1995 and has operated n2.net
until its acquisition by the Company. Prior to 1995, he amassed over
20 years experience first as a computer programmer and later as a
project leader for companies including Boeing Aerospace and General
Dynamics. Mr. Smith has significant experience in Real-Time and
Operating Systems design and implementation and first began working on
the Internet in 1981 when it was known as the ARPAnet. In addition to
working on communications protocols used to connect minicomputers to
the Internet, he wrote software permitting microcomputers to
communicate with other computers using modems. Further, he has written
communications software and protocols in use by the U.S. State
Department and the U.S. Air Force.
Other Matters
From the end of the quarter and prior to this filing Jon Elliott,
the Company's President/CEO, sold 80,000 shares at an average price of
$0.92 on the open market. All appropriate forms concerning the
aforementioned transactions were filed in a timely fashion with the
Securities & Exchange Commission. As of the date of this filing Mr.
Elliott has advanced $94,560 to the Company.
Stock Issuances
After the end of this quarter but prior to this filing, the
Company issued 3,950 common shares for design services valued at
$3,705; 5,556 common shares for merger and acquisition consulting
valued at $5,000; and 2,500 common shares for eChristmastree.com
services valued at $2,250 from its active S-8 Registration #333-59975.
In addition, the Company issued 10,118 common shares for new business
development consulting valued at $9,106 and 10,000 common shares each
to three parties for Internet security, technology and marketing
services valued at $9,000 each from its active S-8 Registration #333-
37710.
Internal Revenue Service
The Company paid $72,845.15 in total satisfaction of an Offer in
Compromise pertaining to taxes owed by a previously operational
subsidiary company. The Company, together with all its subsidiary
companies, does not have any further tax obligation.
Westerngold.com
Consistent with its previously announced strategy to exit the B2C
Internet marketplace, the Company sold certain assets of its wholly-owned
subsidiary, Westerngold.com Corp. to a newly formed South Dakota limited
partnership. The assets included right and title to the Westerngold.com
domain name, logo and Web site. The Company had stated in its previously
filed Form 10-Q for the quarter ended January 31, 2000 that current
revenues being generated on the Westerngold.com Web site were not
sufficient to continue to support the Web site's ongoing expenses and
as such, Westerngold.com will either be sold or shut down. As with the
vast majority of B2C Web sites, Westerngold.com has operated at a loss
since inception. The Company chose an offer of $20,000 as a preferred
alternative to closing the site. Westerngold.com Corp. has remaining
obligations of $62,501 consisting primarily of media advertising, Web
site and Internet related expenses.
S-8 Registration
The Company filed an S-8 registration statement with the
Securities & Exchange Commission enabling the Company to issue 750,000
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 May
24, 2000. To date, as mentioned elsewhere in this document, 40,118
shares have been issued from this registration.
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 15, 2000
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