As filed with the Securities and Exchange Commission on December __, 2000
Registration No. _______________
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
E-COMMERCE WEST CORP.
(Exact name of registrant as specified in its charter)
Utah 95-4091368
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
83 Sherman St.
Deadwood, SD 57732
(Address of principal executive offices) (Zip code)
___________________________
Consulting/Compensation Plan
(Full title of plan)
___________________________
Jon F. Elliott
E-Commerce West Corp.
83 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
(805) 541-5100
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
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/share 1,500,000(2) $0.11 $165,000 $100.00
<FN>
<F1>
(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-
dilutions adjustments to the amount of shares of Common Stock issuable pursuant to
stock options exercised thereafter.
<F2>
(2) Represents 1,500,000 to be issued pursuant to the informal consulting/compensation
plan of Registrant and includes re-offers of such shares.
<F3>
(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 November 17, 2000.
===================================================
</FN>
</TABLE>
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 E-COMMERCE WEST CORP. (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 2000 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
Company's fiscal year ended July 31, 2000.
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 Company's financial statements for the three months ended
October 31, 2000 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, 2001, their report on those
statements will include an explanatory fourth paragraph because of
substantial doubt about the Company's 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 Company's 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 in 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 incorporat-
ed by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such pro-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 registrant's annual report pursuant to Section 13(a) or Section
15(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 by
controlling 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
November 21, 2000.
E-COMMERCE WEST CORP.
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 amendment (including post-
effective amendments) to 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
_______________________ Chairman (President/Chief November 21, 2000
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 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 -3401-3511
Tel: (805) 541-5100
Fax: (805) 541-5149
November 21, 2000
E-Commerce West Corp.
83 Sherman St.
Deadwood, SD 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 1,500,000 shares of common stock, $0.001 par value per share
(the "Common Stock"), issuable in connection with E-Commerce West Corp, 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 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,
/s/ Leonard R. Milstein
Leonard R. Milstein
Exhibit 3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated October 20, 2000 (which includes
an emphasis paragraph relating to an uncertainty as to the Company's ability
to continue as a going concern) which appears in the Annual Report on Form
10-KSB of E-Commerce West Corp. and subsidiaries for the year ended July 31,
2000.
/s/SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
November 21, 2000
