SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Arcland Energy Corp – ‘10-K’ for 7/31/98

As of:  Tuesday, 11/17/98   ·   For:  7/31/98   ·   Accession #:  352912-98-10   ·   File #:  0-10315

Previous ‘10-K’:  ‘10-K’ on 11/14/97 for 7/31/97   ·   Latest ‘10-K’:  This Filing

Magnifying glass tilted right emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size

11/17/98  Arcland Energy Corp               10-K        7/31/98    2:148K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         82±   324K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"E-Commerce West Corp
"Item 1. Business
"Item 2. Properties
"Item 3. Legal Proceedings
"Item 5. Market for the Registrant's Common
"Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis Of
"Item 8. Financial Statements
"Item 9. Changes in and Disagreements With Accountants
"Item 10. Directors and Executive Officers
"Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners
"Item 13. Certain Relationships and Related
"Item 11. Exhibits, Financial Statement Schedules,
"Item 4. Submission of Matters to A Vote of Security Holders
"Common Stock
"Item 8. Financial Statements and Supplementary Data
"Earnings per Share
"Item 9. Changes in and Discussions with Accountants on
"Item 12. Security Ownership of Certain Beneficial Owners and
"Item 13. Certain Relationships and Related Transactions
"Item 14. Financial Statements, Schedules
"Item 1. Plan information
"Item 2. Registrant information and Employee Plan Annual Information
"Item 3. Incorporation of Documents by Reference
"Item 4. Description of Securities
"Item 5. Interests of Named Experts and Counsel
"Item 6. Indemnification of Directors and Officers
"Item 7. Exemption from Registration Claimed
"Item 8. Exhibits
"Item 9. Undertakings
"Royal Casino Group Inc
"Item 4. Change in Registrant's Certifying Accountant
"Item 5. Other Events
"Item 7. Financial Statements & Exhibits
"Certification of Articles of Amendment Enacting Change of Name


SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended July 31, 1998 Commission File No. 0-10315 E-COMMERCE WEST CORP. (exact name of registrant as specified in its charter) (formerly Royal Casino Group Inc.) Utah 95-4091368 (State of Incorporation) (I.R.S. Employee I.D.No.) 152 Sherman St. Deadwood, SD 57732 (605) 578-1299 Fax (605) 578-1298 Address and telephone of principal executive offices 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 Section 12, 13, or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [x] Yes [ ] No The aggregate market value of registrant's voting stock held by non-affiliates as of the close of business on July 31, 1998 was $1,834,122 8,642,102 shares of registrant's $0.001 par value common stock were outstanding and issued as of July 31, 1998 Documents incorporated by reference: None TABLE OF CONTENTS PART I PAGE NUMBER ITEM 1. BUSINESS 2 ITEM 2.PROPERTIES 6 ITEM 3. LEGAL PROCEEDINGS 6 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS 8 ITEM 6. SELECTED FINANCIAL DATA 9 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 8. FINANCIAL STATEMENTS 16 NOTES TO FINANCIAL STATEMENTS 24 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 34 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS 35 ITEM 11. EXECUTIVE COMPENSATION 35 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 38 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 38 SUBSEQUENT EVENTS 45 PART IV ITEM 11. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 47 SIGNATURE PAGE 49 PART I Item 1. Business General Development of Business The Company, which is a Utah Corporation, was originally formed on March 21, 1981. Since incorporation the Company has undergone several name, ownership, directional and management changes together with a reorganization. In January, 1994 the Company changed its name to Royal Casino Group Inc. Due to prevailing economic conditions pertaining to the gaming industry coupled with the long-term negative industry outlook, the Company elected to scale back its gaming operations and enter the E-Commerce business. In July, 1998 the Company amended its Articles of Incorporation to change its name to E-Commerce West Corp. The Company does not have any current revenue streams from operations. However, revenues are anticipated to commence with the launch of the Company's first Internet retail Web site which is scheduled to occur during the Company's 1998/1999 second fiscal quarter. E-Commerce West Corp. is a publicly traded company whose stock trades on the NASDAQ Over-The-Counter ("OTC") Bulletin Board under the symbol "ECOM". The Company currently maintains its principal office at 152 Sherman St, Deadwood, SD 57732. The Company's mailing address is P.O. Box 545 Deadwood, SD 57732, it's telephone number is (605) 578-1299 and the fax number is (605) 578-1298 Narrative Description of Business Prior The Company operated in the gaming industry as Royal Casino Group since 1994 and changed its name to E-Commerce West Corp. in July, 1998 to reflect a shift in its primary business focus away from gaming to e Commerce. The Company, through Atlantic-Pacific Corp., a wholly-owned subsidiary, owned and operated Goldiggers Hotel & Casino in Deadwood, South Dakota. The property, which consisted of slots, table games, a bar, restaurant, hotel rooms and a 13 vehicle transportation system, closed in January, 1998 and was subsequently liquidated, The Company has two private, active, wholly-owned subsidiaries, GoldiggersWest.com and Royal Casino Group; and two dormant subsidiaries, Atlantic-Pacific Corp., and Goldiggers Southern Nevada, Inc. Three corporations are incorporated in South Dakota and one in Nevada. Current The Company is in the process of developing its niche Web retail stores and intends to attempt to acquire existing privately held niche Web sites, taking advantage of our status as a public company. E-Commerce West intends to own, operate and acquire as many niche-based Web sites as is economically feasible. Although it is more difficult to brand several select sites rather than one large one, the Company believes that the advantages will accrue through cross-promotion and multiple rewards-based marketing, in addition to the economies of scale that can be achieved through centralization of key operating elements. There are several components to the Internet - from navigation aggregators (Yahoo, Excite) to commerce enablers (Cybercash, Doubleclick), from services (Mindspring, PSInet), to software (Netscape, RealNetworks), from security (Cyberguard, Verisign), to high-speed solutions (Broadband Technologies), to content providers (CNET, Mecklermedia). Profitability has been elusive in this area, as has been acceptability to refined technologies known as the 'better mousetrap syndrome'. Electronic commerce retailers (Amazon, CDNow & Virtual Vineyards) are what the Company believes are the stable future of electronic commerce for the very simple reason that people will choose the easiest and cheapest way to buy and sell goods and services. This is why the Company has chosen to occupy this particular electronic commerce arena described above. Planned Wyatt, Missouri Riverboat Casino & Entertainment Center E-Commerce West believes it has a significant asset remaining in gaming. To preserve that asset, the Company formed a new wholly-owned subsidiary to which it transferred all of its gaming assets including the name Royal Casino Group. Royal Casino Group has invested a considerable amount of time and money over the last 3 1/2 years in the planning and development of a riverboat casino entertainment center on the Mississippi River near Wyatt, Missouri. Royal Casino Group has an exclusive 25 year agreement with the city, 50 acres of land under its control and its pending application with the Army Corps of Engineers for a docking permit. The Company has received a tentative commitment for debt and equity financing subject to customary terms and conditions. Over 15,000 vehicles daily pass in view of the location. A market of 2 million people reside within 100 miles of the site. The closest competition is a riverboat casino located 50 miles away which opened in 1993 and generated gross revenues of $84 million in 1997. "The Royal Missourian" is projected to have gross revenues of $40 million with an EBITDA of $10 million on a total investment of $20 million. The Company is exploring several options from development to joint-venturing with another gaming entity to a sale of substantially all the assets of the transaction. Should the Company elect to sell its interest and at a price satisfactory to the Company then the proceeds of the sale will be applied to E-Commerce West's e Commerce business endeavors. The Company has no interest in participating in Internet gaming. Research & Evaluation of the Internet to Determine Corporate Direction A recent University of Michigan study cited that 70% of people going online look for product and service information. This illustrates a strong disposition for commerce. Since then, pent-up consumer demand for electronic commerce has been demonstrated in numerous surveys. Consumer studies have been done on the way people react to banner advertising, how they look at banners as relevant information events and the way the ads drive them to increasing transactional behavior. Since the second quarter of 1997, portal sites have been repositioned by the web commerce companies who were seeking to use the portal sites as distribution points. This altered the business model for the search category and that started to expose tens of millions of web users to the ability to shop for everything from automobiles to books to CDs to stocks and mutual funds. A whole range of products and services became available. Over the course of the last couple of years, what started out as fledgling company stores and specialty retailers, has evolved into to category killers and upstart new brands which are giving traditional retail brands significant competition for retail business on the Internet. New technologies demand that we learn more about who the customers are that are actually using these services. This is important because site studies indicate that 5% of customers are driving 55% of the transactions and that 5% of the customers are driving 70% of the 'click-throughs' on ads. The Company realized it couldn't just take a classic business model, use an approach to doing business with a product or service design from another category, put it on the Internet and expect it to succeed. The Company found its a combination of direct disciplines. Necessary components are an understanding of branding principals; how to deal with customer communication; whether or not to take control of inventory; what the service or product is that provides the 'value add' to the customer; where margin is found within our business combined with what kind of customers we're going to - a whole variety of elements that will equal our success. The Internet has people using the medium to get information which leads to a purchase. With the whole dynamic accelerating into the new millennium, companies that master the technique of leveraging the use of technology to deliver products or services will prosper. Future As of September 1, 1998 there were approximately 79 million Americans and Canadians, 12 million Europeans, 3 million Asians and 3 million Australians using the Internet. When the majority become comfortable with the security and privacy issues and recognize the convenience shopping on the Internet provides, the Company expects revenues will increase dramatically. Once this occurs online retailers positioned to respond to the demand will be successful, although no time line can presently be estimated. The future of 'e-tail' on the Internet will be comprised of so called "category killers" such as Amazon.com, CDNow, and niche companies such as Virtual Vinyards or Garden.com. Just as television has evolved from the 'Big 3' networks to hundreds of smaller niche channels offering a vast array of programming choices and 'broadcasting' has become 'narrowcasting', the Company believes history will repeat itself in this new medium, the Internet. The Company expects that success will be achieved in thousands of Web sites world-wide offering select goods and services targeted to a specific, and eager audience although there can be no assurance of the Company's individual success. The Company believes the best has yet to come. The fact that business models can be so compelling is the reason so many have rushed to the Internet recently in order to build their business and capture the market today. This equates to profitability and shows that as a platform for delivery of product and services the Internet is incredibly viable, particularly for a high-end audience which is well educated, technologically savvy and deep pocketed. E-Commerce West is a forward thinking, long-term focused Company. Possessing management expertise and proven marketing skills, the Company will also be technologically advanced to cope with the demands of being competitive in electronic commerce. Employees The Company currently employs three full time employees prior to the launch of the Company's initial Internet Web site. Once deployed, it is anticipated the Company will initially employ an additional twelve persons. Item 2. Properties 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. Additionally, the Company's wholly-owned subsidiary, Atlantic-Pacific, Corp. leased three buildings on Main Street that housed Goldiggers on a five year lease with four five year options. The Company has negotiated a complete release in perpetuity of all its past and future obligations pursuant to this lease. Item 3. Legal Proceedings The Company is not involved in any existing law suits, nor is the Company aware of any pending legal proceedings. Subsequent to the closing of Goldiggers and as anticipated by the Company and reported in the Company's January, 1998 Form 10-Q, several vendors elected to assert their claims in small claims court. The Company's wholly-owned subsidiary, Atlantic-Pacific Corp., which owned and operated Goldiggers Hotel & Gaming Est., has four small claims judgments entered from former trade suppliers totaling less than $4,000. On February 9, 1998 the owner of the building which housed Goldiggers filed suit against C. Don Tyner and Reunion Corp. plus Jon Elliott, Atlantic-Pacific Corp. and Royal Casino Group Inc. seeking among other things, back rent and property taxes. The Company's attorneys deposed the property owner who admitted that he never had a contractual written nor oral agreement with any of Jon Elliott, Atlantic-Pacific Corp. and Royal Casino Group Inc. and that actually Atlantic-Pacific, the Company's wholly-owned subsidiary, was a sub-lessee of his tenant, Reunion Corp. Subsequently, on April 7, 1998 the property owner dismissed all actions against Jon Elliott, Atlantic-Pacific Corp. and Royal Casino Group Inc. with prejudice and without any costs to the defendants. As previously reported, in July, 1997 the Company settled its lawsuit with Stephen Grogan. In August, 1996 Stephen Grogan, a former Officer and Director of the Company sued Royal Casino Group, E-Commerce West Inc.'s predecessor company, and Jon Elliott, its President seeking $1 million. The Company sued Stephen Grogan and in the course of such suit discovered formal documentation from the South Dakota Commission on Gaming recommending that Stephen Grogan not be given a gaming license. Solely to avoid the continuous distraction and costs associated with litigation, the Company, without admitting any wrongdoing, chose to settle Grogan's suit for less than $75,000, and withdraw their suit. On October 10, 1997 the Company entered into an Amendment to the Settlement Agreement previously entered into on July 30, 1997 with Stephen Grogan calling for an alternate payment schedule. On October 29, 1997 the Company filed suit against Stephen Grogan in Lawrence County, South Dakota alleging a breech of the Settlement Agreement and seeking a declaratory judgment for the remaining portion of the settlement. In response, Stephen Grogan filed a counterclaim and third party complaint against the Company and its President, Jon Elliott, alleging that it was the Company, not Stephen Grogan, who breached the Agreement and seeking a determination of duties to be performed by both sides under the agreement. The Company believes the counterclaim and third party complaint is without merit. On December 18, 1997 Stephen Grogan filed for personal bankruptcy seeking Chapter 7 liquidation proceedings. However, two days prior to his filing for bankruptcy, Mr. Grogan's attorney contacted the Company's transfer agent requesting that 50,000 common shares of Royal Casino Group stock issued to Stephen Grogan be transferred "immediately" out of Mr. Grogan's name and into his father's name and one other individual. The Company rejected the attempted transfer as explicitly counter to provisions contained in the Settlement Agreement. As a result of Mr. Grogan filing for Bankruptcy, the Company's action against Mr. Grogan has been stayed. On April 22, 1998 Mr. Grogan was discharged in Chapter 7. Although the bankruptcy trustee has acquired Mr. Grogan's assets, which include the aforementioned settlement agreement, and liabilities per the Company's lawsuit against Mr. Grogan, it is deemed unlikely by the Company that the matters will be pursued due to the time and cost involved to bring the actions to resolution. Conditions of the July, 1997 Settlement Agreement between Stephen Grogan and the Company called for both sides to dismiss, without prejudice, their lawsuits against each other. Mr. Grogan's suit against the Company filed in Colorado was dismissed however, when the Company attempted to dismiss their lawsuit filed in South Dakota against Mr. Grogan in November, 1997, Mr. Grogan filed a motion pro se with the Court seeking to stop the Court from allowing the Company to dismiss its suit against Mr. Grogan. The Court agreed to defer dismissal 90 days. The Company believes the filing in the US Bankruptcy Court for Chapter 7 by Mr. Grogan effectively ends this action. Item 4 Submission of Matters to a Vote of Security Holders On July 17, 1998 security holders representing 51.5% of the total issued and outstanding number of shares and permitted to vote, executed a "Written Consent of Shareholders". By resolution adopted by the consent, all proceedings of the Board of Directors and all actions taken by the directors and officers of the Corporation since the last shareholder meeting were ratified and approved in all respects. Additionally, the officers and directors of the Corporation are indemnified and held harmless from and against any and all liability for monetary damages resulting from actions taken, or to be taken, while acting on behalf of the Corporation within their respective scope of authority. Further it was resolved to redirect and redefine the Corporation's business objectives to encompass the development of current and future business opportunities within the area of e Commerce. Correspondingly, the consent also approved an Amendment to the Corporation's Articles of Incorporation changing the name of the Corporation to "E-Commerce West Corp.". Further, to consolidate those assets and liabilities directly related to the Corporation's gaming operations it was resolved that E-Commerce West subsequently incorporate a wholly-owned subsidiary in the state of South Dakota to be named "Royal Casino Group" to which it would transfer any and all assets and liabilities including the name and logo of "Royal Casino Group" and all contracts entered into by the Corporation in connection with its gaming activities. Finally, the officers of the Corporation were authorized and directed to perform any and all acts, incur all expenses and prepare, execute and file all such documents and reports as were necessary, desirable or convenient to effectuate all forgoing resolutions contained within the consent. PART II Item 5. Market for the Registrant's Common Stock and Related Security-Holder Matters (a) Market Information. E-Commerce West's common stock is traded on the NASDAQ Bulletin Board under the symbol "ECOM". The following table sets forth the high and low bid prices per share of the Company's Common Stock for the quarters indicated. These prices represent inter-dealer prices, without adjustment for retail mark-up, markdown or commissions, and may not necessarily represent actual transactions. High Low 1997 Third Quarter. . . . . $0.57 $0.31 1997 Fourth Quarter . . . . $0.33 $0.11 1998 First Quarter. . . . . $0.13 $0.08 1998 Second Quarter . . . . $0.42 $0.08 (b) Holders. The approximate number of holders of record of the Company's Common Stock as of July 31, 1998 was 2,568 (c) The Company has not paid a cash dividend on its Common Stock and does not anticipate that it will do so in the foreseeable future. (d) On January 19, 1998 the Board of Directors passed a motion extending the exercise date for the Company's Class "B" Warrants to July 26, 1998. On July 14, 1998 the Board of Directors passed a motion extending the exercise date for the Company's Class "B" Warrants six months to January 26, 1999, with all other terms and conditions applicable to the warrants remaining in effect. Item 6. Selected Financial Data The selected financial data set forth below should be read in conjunction with the financial statements and related notes. Balance sheet information is presented as of the end of the period shown. The following table summarizes certain audited financial data and is qualified in its entirety by the more detailed financial statements included elsewhere herein. For the year ended July 31, 1998, the Company had gross revenues of $ 0 and incurred a net loss of $2,390,602 July 31, 1998 (Audited) Total Assets ...............................$ 205,708 Total Liabilities...........................$ 430,443 Shareholders' Equity .......................$ (224,635) Shares Outstanding Common Stock ................................ 8,642,102 Series A Preferred Stock .................... 1,100,000 Net Tangible Book Value Per Share of Common Stock . . . . . . . . . . . . .$ (0.04) (1) There are presently outstanding 1,611,842 "B" Warrants which entitle the holder to purchase one share of Common Stock at a purchase price of $20 until January 26, 1999. There are presently outstanding 550,000 "C" Warrants which entitle the holder to purchase one share of Common Stock at a purchase price of $4 until December 31, 2000. This calculation assumes that none of the aforementioned "B" and "C" Warrants have been exercised. Income Taxes: The Company is current with all its Federal and State Income Tax filings. The Company does not owe any Federal or State Income Taxes, and has a net operating loss carryforward of approximately $5,372,703 expiring beginning 2010. However, Atlantic-Pacific Corp., the Company's subsidiary corporation which owned and operated Goldigger's Hotel and Gaming, submitted an Offer in Compromise to the Internal Revenue Service in April, 1998 concerning approximately $100,000 in unpaid payroll taxes. The Company has been advised that its offer is under review. Stockholders' Equity Common Stock: The Company has 150,000,000 shares authorized, 8,642,102 shares issued and outstanding. There are presently outstanding 1,611,842 "B" Warrants which entitle the holder to purchase one share of Common Stock at a purchase price of $20 until January 26, 1999. The "B" Warrants are callable by the Company at a purchase price of $0.20 per Warrant. Additionally, as part of the Company's acquisition of Goldiggers, Casino Magic Corp. holds 500,000 "C" Warrants which entitle the holder to purchase one share of Common Stock at a purchase price of $4. until December, 2000. These Warrants are callable by the Company at a purchase price of $1. per Warrant. As part of the Company's acquisition of the Triple J Casino in Henderson, Nevada, since discontinued, the Company issued 50,000 of the aforementioned $4. "C" Warrants to the seller. Preferred Stock: The Company has 100,000,000 shares authorized of which 1,100,000 Class A Preferred are issued and outstanding. Stockholders' Equity Stock Options: Under the terms of its nonqualified employee stock option plan the Company is authorized to establish a plan for up to two hundred and fifty thousand (250,000) shares of Common Stock pursuant to a resolution of the Board of Directors and by Amendment of its Certificate of Incorporation and/or Bylaws. Pursuant to this plan the Company has issued one hundred and seventy thousand (170,000)options to an officer/director/stockholder. The options may be exercised at a purchase price of $1.25 per share. The options expire on December 31, 2003. Additionally, the Company created options, with an expiration date of December 31, 2003, equating to three million shares of common stock to an Employee Stock Option Plan. The Board granted 900,000 options to Jon Elliott, the Company's President and CEO. The 600,000 options granted to Larry Close, the Company's former Vice President, were returned to the Plan when Mr. Close elected not to exercise them within ninety days of leaving the Company per the rules of the Plan. These options carry an exercise price of $0.60 per share. Additionally, the Board on the same date authorized the establishment of 500,000 options, each to be exchanged on a one for one common stock basis, to be offered at the discretion of the President to investors. These options would be priced at the time granted, at a price above the then current price of the Company's common shares. Further, that each option shall be for a period established by the President at the time they are granted. The common stock issued pursuant to all of the aforementioned options are restricted under the Securities and Exchange Commission Rule 144. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion provides information on results of operations, liquidity, capital resources, and the impact of inflation on the Company. The financial statements and notes thereto also contain information that is pertinent to this analysis. General Financial Condition The Company has depleted most of its cash resources and does not possess the collateral to borrow from its lenders. 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 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. Results of Operations: Goldiggers Hotel & Gaming Est. Throughout the first half of the Company's recently completed fiscal year the Company continued to fund the deficiencies of Goldiggers plus the ongoing costs of operation of the Company and the costs incurred in seeking other gaming opportunities. Although the implementation of the Company's cost cutting measures resulted in a reduction in year-over-year operating reductions in excess of $875,000, Goldiggers continued to lose money due to the decline in gaming revenues in the Deadwood market coupled with increased competition. The Company determined it had cut costs to the maximum while still delivering high quality customer service. Management determined revenues could not be increased. Consequently to preserve the Company's capital the decision was made to close Goldiggers on January 5, 1998 and liquidate the assets in an orderly fashion to pay down the trade debt. The balance of the fiscal year was devoted to activities related to the closing of Goldiggers including regulatory issues and audits with the South Dakota Commission on Gaming, the South Dakota Department of Revenue, Workman's Compensation and the Nevada Gaming Commission. When Goldiggers closed it owed trade debt of approximately $197,000; back rent and property taxes of approximately $215,000; lines of credit and bank debt of approximately $195,000 and a short term note of approximately $32,000 totaling approximately $640,000. Since the closing the Company conducted an orderly sale of Goldiggers assets, the proceeds of which were being used to pay Goldiggers debts. As of the date of this filing the outstanding debt has been reduced to approximately $16,000. In addition, at the time of Goldiggers' closing Royal Casino Group was owed approximately $415,000. As of the date of this filing that figure has been reduced to $79,500. As substantially all Goldiggers assets have been sold it is unlikely that any further pay down of the debt to Royal Casino Group will occur. In the third quarter the Company caused an auction of Goldiggers' furniture, fixtures and equipment; sold Deadwood Stage, the Company's transportation system, sold the Company's real estate and systematically disposed of other Goldiggers' assets. The proceeds repaid the company's bank in full, including all interest through to the date of repayment, plus repaid the short term note in full. On April 15, 1998 Goldiggers sent a letter to the majority of Goldiggers' trade creditors offering a settlement in full of 20% of the amount owed. The vast majority of creditors accepted prior to the deadline of April 30, 1998. Further, in February the Company negotiated a full release in perpetuity of back rent and property taxes on the premises previously occupied by Goldiggers. In the fourth quarter the slot machines were sold. The Company incurred a loss of $459,886 on the disposal of these assets As Goldiggers had been a drain on the Company's cash resources, the closure of the property requires no further demand on the parent Company's funds and therefore should produce positive long term results for the Company. Planned Wyatt, Missouri Riverboat Casino The Company won a Request for Proposal to develop a riverboat casino in Wyatt, Missouri. On November 9, 1995 the Company signed a definitive 25 year Docking and Franchise agreement with the City of Wyatt, Missouri granting Royal Casino Group the exclusive right to develop and manage a Riverboat Casino Entertainment Center on the Mississippi River. The agreement contains five additional five year renewal periods at Royal's option. Wyatt is located where the states of Missouri, Illinois & Kentucky meet and is just 20 miles from Tennessee. The closest operating riverboat casino is Players located approximately 40 miles away in Metropolis, IL with revenues in excess of $84M in 1997. Royal's plans, subject to receiving the required regulatory approvals, call for the development of a Riverboat Casino Entertainment Complex including a Visitor's Center, a 150 seat buffet restaurant, lounge, substantial parking area, ticketing booth plus a Missouri Arts & Craft shop. Land has been accumulated to allow for the additional development, once successful, of a hotel, RV park, playgrounds, tennis courts and a performance theater. Land Lease with Option to Purchase On March 23, 1996 the Company and a local landowner entered into a three year lease with an unlimited number of five year renewal options (at base plus customary CPI adjustments) plus an option to purchase 50 acres of land directly on the Mississippi River near Wyatt, Missouri. The term and annual lease payments of $50,000 commence upon the earlier of the Company beginning construction on the land or the selection of its gaming application for review by the Missouri Gaming Commission. The Company has an option for three years to purchase the land for $300,000 with 50% of the rent paid credited towards the purchase price. Ten percent of the rental sum due for the initial three year term will be payable in the Company's restricted common stock priced at the average ask price of the Companys shares for the preceding 15 trading days prior to the payment due date. As a condition of the transaction, the City of Wyatt will annex the property into the city with the lessor paying the costs associated with this procedure. Army Corps of Engineers On June 19, 1998 the Corps issued a 30-day Public Notice requesting comments from both the public and private sector concerning the decision to grant a Section 401 water quality certification permit. The notice expired on July 20, 1998 with two responses. One was not an issue as it expressed concerns related to potential navigational hazards on the river and since the riverboat will be permanently dockside this was a non issue. The other correspondence was from the Missouri Department of Natural Resources containing comments concerning the issuance of a Water Certification Permit. All of the points raised were acceptable to the Company. [See; Subsequent Events] Additionally, Missouri statutes require the land used for a riverboat casino development to be located within the city limits of that community. In July, 1997 the City Council of Wyatt voted to annex the 50 acres of land which the Company controls into the City of Wyatt. This proposed annexation has been cumbersome due to the complexities and variables associated with this procedure. The Company believes this annexation should be completed during the first quarter of 1999 although no assurances to this effect can be given as unexpected circumstances may further delay this procedure. Once the Company has received its docking permit from the Army Corps of Engineers and the annexation of the land has been completed, Royal Casino Group will be equipped to submit its application for licensing to the Missouri Gaming Commission. Royal will have a complete package comprised of an exclusive 25-year definitive agreement with the City of Wyatt; sufficient land to adequately develop the Riverboat Casino Entertainment Center; governmental and regulatory docking approval on its site; preliminary architectural drawings; an available, suitable riverboat together with demonstrable financing capabilities. Licensing is solely at the discretion of the Missouri Gaming Commission and there can be no assurances that Royal, should the Company apply, will be selected for review and if selected will gain approval. Discontinued Oklahoma Racetrack Casino Project For several months the Company had been working towards the acquisition of Blue Ribbon Downs, an active horse racing facility located on Interstate 40 in Sallisaw, Oklahoma. In January, 1998 the Company made a proposal, which was accepted in principle, to acquire all of the stock in the racetracks parent company. The offer was contingent upon the passage by referendum of an initiative which would add a new measure to the State of Oklahomas constitution approving casino gaming. The aforementioned ballot measure was defeated in a special state election on February 10, 1998. Pursuant to the terms of the Company's offer to acquire all the outstanding shares of the parent company of the racetrack, since the results of the election ensured there would be no casino gaming for the foreseeable future, the Company's offer was withdrawn. Discontinued Aruba Casino Project In August, 1997 the Company commenced negotiations to acquire the Aruban corporation that operates the Palm Casino in the Aruba Palm Beach Hotel on the Caribbean resort island of Aruba. Although the Company was comfortable with the terms and conditions of the acquisition, the Company was unable to raise the necessary funds to acquire and operate the casino prior to the need by the property's operator to enter into an agreement with another gaming company. Gaming Opportunities The Company has been approached by three groups seeking gaming management. There can be no assurances as to the level of interest by either the Company or any of the three entities as all parties are in the early stages of due diligence. As the Company's primary business focus is e Commerce, the Company has no interest in investing in gaming situations and would only consider a gaming opportunity if it was deemed by Management very rewarding to the Company. Royal Casino Group had an active interest in an initiative in Trinidad, Colorado which would have allowed a local referendum to permit gaming. The Company had a representative in the community negotiating with realtors which, the Company believed, would give it a significant competitive advantage over the competition should gaming be approved. However, the measure was defeated in the November 4, 1997 election. Revenues At the time of this filing the Company does not have any revenues as the Company's sole source of revenues was from Goldiggers which closed in January, 1998. The Company does anticipate revenues within the current fiscal year to be derived form 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. Direct Expenses The Company's direct expenses throughout the year have been made from cash on hand plus loans from time to time from its President/CEO. Current finances are strained by an insufficient cash supply. The Company is optimistic that the financing the Company requires to sustain operations will be attainable on terms and conditions acceptable to the company although there can be no assurances that such financing will be available. Consulting Fees The Company retained Fordham Consultants of Denver, Colorado as an expert witness during the course of its previously mentioned litigation with Stephan Grogan for $2,188. As previously mentioned, the Company retained the following as consultants at various times during the recently ended fiscal year:, Arthur Lovett, Ron Island, Dan French, Deb Berg, Gaming Venture Corp., Mainstream Consultants, and WWWServices. [See Subsequent Events] In this fiscal year, the Company expensed $73,238 in consulting fees vs. $160,544 in the previous fiscal year. Of this amount $71,050 was paid in S-8 stock with the balance of $2,187 paid in cash. In the fourth quarter $14,625 was paid in S-8 stock and zero was expensed in cash. Equipment Rental, Overhead, Rent, Support Services The Company rents approximately 640 square feet of office space for its corporate headquarters for $400 per month on a lease through April, 1998. The Company's general and administration expenses have been paid from cash reserves. Support services have been compensated by cash from the Company's cash on hand and/or through the issuance of shares of the Company's common stock. The Company's lease for its corporate headquarters' office space expired in April. The Company entered into a new one year lease utilizing approximately half the space previously occupied at a reduced rental of $400 per month. Impact Of Inflation Upon The Company Inflation has not impacted, nor would it be expected to have an impact upon the Company. Repayment of Outstanding Debt From September 16, 1997 through October 9, 1997 the Company sold its shares of Gaming Venture USA, Inc. in open market transactions resulting in proceeds of $ 38,004.11 and a profit of $8,004.11. The proceeds were used to repay the $30,000 loaned to Royal Casino Group in July, 1997 by Gaming Venture Corp. USA. The $30,000 loan due September 8, 1997 was extended by the lender and repaid in full including all interest due on March 20, 1998. The Company has spent the last two fiscal quarters working towards the repayment of Atlantic-Pacific's corporate debt incurred through Goldiggers. When Goldiggers closed on January 5, 1998 outstanding debt was approximately $640,000 not including monies advanced and owed to Royal Casino Group. As of the date of this filing the remaining amount owed is approximately $14,000. Item 8 Financial Statements and Supplementary Data. E-COMMERCE WEST CORP. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 1998 AND 1997 E-COMMERCE WEST CORP. AND SUBSIDIARIES CONTENTS July 31, 1998 Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 18 FINANCIAL STATEMENTS Consolidated Balance Sheets 19 Consolidated Statements of Operations 20 Consolidated Statements of Shareholders' Equity (Deficit) 21 Consolidated Statements of Cash Flows 22 - 23 Notes to Consolidated Financial Statements 24 - 33 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Shareholders E-Commerce West Corp. and subsidiaries We have audited the accompanying consolidated balance sheets of E-Commerce West Corp. (a Utah corporation) and subsidiaries as of July 31, 1998 and 1997, and the related consolidated statements of operations, shareholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of E-Commerce West Corp. and subsidiaries as of July 31, 1998 and 1997, and the consolidated results of their operations and cash flows for the years then ended in conformity with generally accepted accounting principles. The accompanying financial statements for the year ended July 31, 1998 have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's recurring losses from operations and limited capital resources raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. SINGER LEWAK GREENBAUM & GOLDSTEIN LLP Los Angeles, California November 8, 1998 E-COMMERCE WEST CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 31, ASSETS 1998 1997 Current assets Cash and cash equivalents $ 71,615 $ 564 Accounts receivable 2,930 - Note receivable officer 9,000 18,000 Notes receivable 51,000 - Prepaid expenses and other assets 38,290 13,250 Total current assets 172,835 31,814 Property and equipment, net 32,873 30,109 Other assets - 95,000 Net assets of discontinued operations - 2,114,418 Total assets $ 205,708 $ 2,271,341 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities Notes payable $ - $ 125,025 Accounts payable 153,803 105,103 Accrued liabilities 140,248 162,575 Net liabilities of discontinued operations 136,392 - Total current liabilities 430,443 392,703 Commitments and contingencies Shareholders' equity (deficit) Preferred stock, $.001 par value, 100,000,000 shares authorized Series A Convertible preferred stock 1,100,000 shares issued and outstanding 1,100 1,100 Series B Convertible preferred stock no shares issued and outstanding - - Common stock, $.001 par value 150,000,000 shares authorized 8,642,102 and 5,163,765 shares issued and outstanding 8,642 5,164 Additional paid-in capital 5,856,840 5,573,089 Accumulated deficit (6,091,217) (3,700,715) Total shareholders' equity (deficit) (224,635) 1,878,638 Total liabilities and shareholders' equity (deficit) $ 205,708 $ 2,271,341 E-COMMERCE WEST CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended July 31, 1998 1997 1996 Selling, general, and administrative expenses $ 592,993 $ 871,729 $ 279,444 Loss from operations (592,993) (871,729) (279,444) Other income (expense) Interest income 2,013 411 - Interest expense (14,421) (6,435) (6,561) Other income - - 3,310 Other expense - (77,760) - Gain on sale of assets 7,312 - - Loss on abandoned projects (93,377) (296,172) - Total other income (expense) (98,473) (367,956) (3,251) Loss from continuing operations before provision for income taxes (691,466) (1,239,685) (282,695) Provision for income taxes 100 100 100 Net loss from continuing operations (691,566) (1,239,785) (282,795) Discontinued operations Loss from operations (304,867) (608,534) (400,795) Loss on disposition of operations (1,394,169) - - Net loss from discontinued operations (1,699,036) (608,534) (400,795) Net loss $ (2,390,602)$ (1,848,219)$ (683,590) Basic loss per share From continuing operations $ (0.12) $ (0.27) $ (0.09) From discontinued operations (0.28) (0.13) (0.13) Total basic loss per share $ (0.40) $ (0.40) $ (0.22) Weighted-average common shares outstanding 6,052,413 4,671,182 3,090,362 E-COMMERCE WEST CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) For the Years Ended July 31, Preferred Stock Additional Series A Series B Common Stock Paid-in Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance, July 31, 1995 - $ - - $ - 2,380,163 $ 2,380 $ 1,030,926 $ (1,168,707)$ (135,401) Issuance of preferred stock for acquisition 1,000,000 1,000 2,439,000 2,440,000 Issuance of common stock for services rendered and debt conversion 854,895 855 530,040 - 530,895 Exercise of warrants 1,079,901 1,080 1,078,821 - 1,079,901 Sale of common stock 20,000 20 9,980 - 10,000 Net loss (683,590) (683,590) Balance, July 31, 1996 1,000,000 1,000 - - 4,334,959 4,335 5,088,767 (1,852 ,297) 3,241,805 Issuance of preferred stock 100,000 100 49,900 50,000 Issuance of common stock for services rendered and compensation 778,806 779 384,472 385,251 Sale of common stock 50,000 50 49,950 50,000 Net loss (1,848,419) (1,848,419) Balance, July 31, 1997 1,100,000 1,100 - - 5,163,765 5,164 5,573,089 (3,700 ,715) 1,878,638 Issuance of restricted common stock for services rendered and compensation 3,170,832 3,171 133,162 136,333 Issuance of common stock for services rendered and compensation 507,505 507 150,589 151,096 Common shares returned by an officer and canceled (200,000) (200) (200) Net loss (2,390,602) (2,390,602) Balance, July 31, 1998 1,100,000 $ 1,100 - $ - 8,642,102 $ 8,642 $ 5,856,840 $ ( 6,091,217)$ (224,635) E-COMMERCE WEST CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended July 31, 1998 1997 1996 Cash flows from operating activities Net loss from continuing operations $ (691,566) $ (1,239,785)$ (282,795) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 5,416 7,107 57 Issuance of stock for services rendered and compensation 287,229 385,251 410,000 Provision for loss on doubtful accounts 46,314 - - (Increase) decrease in Accounts receivable (44,109) 5,000 (5,000) Prepaid expenses and other assets 162,040 (96,250) (30,000) Increase (decrease) in Accounts payable 48,700 35,143 49,792 Accrued liabilities (22,427) 129,620 (41,682) Net cash provided by (used in) continuing operating activities (208,403) (773,914) 100,372 Net cash used in discontinued operating activities (1,590,972) (546,637) (395,259) Net cash used in operating activities (1,799,375) (1,320,551) (294,887) Cash flows from investing activities Acquisitions of property and equipment (8,180) (17,643) (19,630) Net cash used in continuing investing activities (8,180) (17,643) (19,630) Net cash provided by discontinued investing activities 2,247,576 - - Net cash provided by (used in) investing activities 2,239,396 (17,643) (19,630) Cash flows from financing activities Issuance of preferred stock - 50,000 - Borrowings under notes payable - 81,393 3,015 Payments on notes payable (125,025) - - Issuance of common stock - 50,000 1,089,901 Net cash provided by (used in) continuing financing activities (125,025) 181,393 1,092,916 Net cash provided by (used in) discontinued financing activities (243,945) 243,945 135,000 Net cash provided by (used in) financing activities (368,970) 425,338 1,227,916 E-COMMERCE WEST CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) For the Years Ended July 31, 1998 1997 1996 Net increase (decrease) in cash and cash equivalents $ 71,051 $ (912,856) $ 913,399 Cash and cash equivalents, beginning of year 564 913,420 21 Cash and cash equivalents, end of year $ 71,615 $ 564 $ 913,420 Supplemental schedule of non-cash investing and financing activities 1998 1997 1996 Option acquired by issuance of common stock $ - $ 75,000 $ - Net assets acquired by issuance of preferred stock $ - $ - $ 2,385,000 Common stock issued for services rendered and debt conversion $ - $ - $ 531,000 Equipment acquired under capital lease $ - $ 46,450 $ - E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION The Company, which is a Utah corporation, was originally formed on March 21, 1981. Since incorporation the Company has undergone several name, ownership, incorporation and management changes together with a reorganization. In January 1994 the Company changed its name to Royal Casino Group, Inc. Due to prevailing economic conditions pertaining to the gaming industry coupled with the long-term negative industry outlook, the Company elected to scale back its gaming operations and enter the eCommerce business. In July 1998 the Company amended its Articles of Incorporation to change its name to E-Commerce West Corp. The Company's only active subsidiary, Atlantic-Pacific Corporation, operated a limited stakes gaming establishment and hotel in Deadwood, South Dakota under the name of Goldiggers Hotel and Gaming Establishment ("Goldiggers"). Goldiggers was acquired by the Company on June 13, 1996 (see Note 5.) The financial statements as of July 31, 1996 reflect activity from June 13, 1996 to July 31, 1996. NOTE 2 - REALIZATION OF ASSETS The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which assume that the Company will continue as a going concern. However, during the year ended July 31, 1998, the company incurred a net loss of $2,390,602. Recovery of the Company's assets is dependent upon future events, the outcome of which is indeterminable. In addition, the Company's attainment of profitable operations is dependent upon obtaining adequate financing to support its expansion activities and achieving a level of revenues adequate to support the Company's cost structure. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the Company's ability to meet its financing requirements. Management has taken the following steps to revise its operating and financial requirements which it believes are sufficient to provide the Company with the ability to continue in existence: The Company has reduced operating expenses and has no debt other than payroll taxes and professional fees. The Company is entering the eCommerce arena by launching selected niche Internet web sites. The Internet is a medium that is expected to experience substantial growth into the next millennium. The Company is optimistic that financing is available for the Companys future plans due to the succession of financing the financial community has placed in other eCommerce related enterprises, including start-ups. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 3 - DISPOSAL OF OPERATIONS As of January 31, 1998, the Company and its board of directors shut down its gaming establishment and hotel in Deadwood, South Dakota. As a result, the gaming establishment and hotel operations are accounted for as discontinued operations and, accordingly, its operations are reported in this manner for all periods presented. For 1998, all assets and liabilities of discontinued operations are presented as net liabilities of discontinued operations and for 1997, all assets and liabilities of discontinued operations are presented as net assets of discontinued operations in the consolidated balance sheets. Included in loss from discontinued operations are the gaming establishment and hotel total revenues of $678,529, $1,785,133 and $395,895 and the net loss from operations of $260,598, $611,942, and $397,675 for the years ended July 31, 1998, 1997, and 1996, respectively. Given the Companys losses and discontinued operations' historical losses, there is no tax effect on the disposition of the operations. The following is a summary of net assets from discontinued operations: 1998 1997 Current assets $ - $ 431,855 Property, plant, and equipment - 2,247,576 Other assets - 19,116 Current liabilities (136,392) (539,455) Long-term liabilities - (44,674) Net assets (liabilities) from discontinued operations $ (136,392) $ 2,114,418 NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of E-Commerce West Corp. and its wholly-owned subsidiaries, Atlantic-Pacific Corporation, Goldiggers Southern Nevada, Inc., Royal Casino Group, Inc. and GoldiggersWest.Com Corp. All material intercompany balances and transactions have been eliminated in the consolidation. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives as follows: Purchased software 3 years Furniture and equipment 5 to 7 years Leasehold improvements 10 years Maintenance and minor replacements are charged to expenses as incurred. Expenditures which materially extend the useful lives of capital assets are capitalized. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Reserves for deferred tax assets are recorded when ultimate recovery of such assets is deemed uncertain. Recently Issued Accounting Pronouncements Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," is effective for financial statements with fiscal years beginning after December 15, 1997. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. The Company does not expect adoption of SFAS No. 130 to have a material effect, if any, on its financial position or results of operations. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Issued Accounting Pronouncements (Continued) SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," is effective for financial statements with fiscal years beginning after December 15, 1997. This statement establishes standards for the way that public entities report selected information about operating segments, products, and services, geographic areas, and major customers in interim and annual financial reports. The Company does not expect adoption of SFAS No. 131 to have a material effect, if any, on its financial position or results of operations. SFAS No. 132, "Employers' Disclosures about Pensions and Other Post-Retirement Benefits," was issued in February 1998. This statement is not applicable to the Company. SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is effective for financial statements with fiscal years beginning after June 15, 1999. SFAS No. 130 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The Company does not expect adoption of SFAS No. 133 to have a material effect, if any, on its financial position or results of operations. SFAS No. 134, Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise, was issued in October 1998. This statement is not applicable to the Company. Earnings per Share The Company reports earnings per share in accordance with SFAS No. 128, "Earnings per Share." Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not presented for 1998, 1997 and 1996 because common stock equivalents are anti-dilutive. Reclassifications Certain reclassifications have been made to conform prior period amounts to the current year presentation. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 5 - ACQUISITION OF ATLANTIC-PACIFIC CORPORATION On June 13, 1996, the Company completed a transaction to buy all of the outstanding common stock of Atlantic-Pacific Corporation, a South Dakota gaming corporation, from Casino Magic Corporation. In exchange, the Company delivered to Casino Magic Corporation 1,000,000 shares of the Company's Series A convertible preferred stock, a Series C warrant to acquire 500,000 shares of the Company's common stock at an exercise price of $4.00 per share (see Note 9), and $1,000 in cash. This transaction was recorded using the purchase method of accounting. NOTE 6 - PROPERTY AND EQUIPMENT Property and equipment at July 31 consisted of the following: 1998 1997 Purchased software $ 8,000 $ - Furniture and equipment 37,396 37,216 45,396 37,216 Less accumulated depreciation and amortization 12,523 7,107 Total $ 32,873 $ 30,109 NOTE 7 - ACCRUED LIABILITIES Accrued liabilities at July 31 consisted of the following: 1998 1997 Accrued payroll, benefits, and taxes $ 100,014 $ 44,415 Accrued legal settlement 40,000 70,000 Income taxes payable 100 - Other 134 48,160 Total $ 140,248 $ 162,575 E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 8 - INCOME TAXES The current provision for income taxes is the minimum tax due to the state of South Dakota. The components of the Company's net deferred taxes as of July 31, 1998 and 1997 are as follows: 1998 1997 Deferred tax assets Net operating loss carryforward $ 1,692,395 $ 1,020,901 Outside services paid with restricted stock 54,840 - Officer compensation in restricted stock 81,911 39,128 Total deferred tax assets 1,829,146 1,060,029 Deferred tax liabilities Property and equipment (2,427) (39,482) Unrealized securities gain - (425) Total deferred tax liabilities (2,427) (39,907) Valuation allowance 1,826,719 1,020,122 Net deferred taxes $ - $ - The Company has established a valuation allowance based on a number of factors which impact the likelihood the deferred tax assets will be recovered, including the Company's history of operating losses. Based upon a weighting of all available evidence, management believes that there is no basis to project significant United States-sourced taxable income. Therefore, it is more likely than not that the deferred tax assets will not be realized, and a full valuation allowance has been established. The net change in the valuation allowance for the years ended July 31, 1998 and 1997 was an increase of $806,597 and $627,995, respectively. As of July 31, 1998, the Company had a federal net operating loss carryforward of $5,372,703. This carryforward, if unused, begins to expire in 2010. The overall effective tax rate differs from the federal statutory tax rate of 34% due to operating losses not providing benefit for income tax purposes. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 9 - SHAREHOLDERS' EQUITY Preferred Stock The Company has 100,000,000 authorized shares of preferred stock. 1,100,000 shares were designated as Series A Convertible preferred stock ("Series A Convertible") at July 31, 1998 and 1997. 1,000,000 shares were designated as Series B Convertible preferred stock ("Series B Convertible") at July 31, 1998 and 1997. The Series A Convertible is redeemable only by the Company, is non-dividend bearing, and is convertible at the option of the holder into shares of common stock over a three-year period as defined. Upon liquidation of the Company, holders of Series A Convertible shall be entitled to receive $3 in cash from the assets of the Company for each share held. Effective August 1, 1996, the Company amended its articles of incorporation to change the par value of its Series A Convertible from no par to $0.001 par value per share. The accompanying financial statements have been restated to reflect the new par value for all periods presented. The Company had 1,100,000 shares of the Series A Convertible issued and outstanding at July 31, 1998 and 1997. The Series B Convertible is redeemable only by the Company and is non-dividend bearing. The Company had no shares issued and outstanding of the Series B Convertible at July 31, 1998 and 1997, respectively. Common Stock The Company has 150,000,000 shares authorized and 8,642,102 and 5,163,765 shares issued and outstanding at July 31, 1998 and 1997, respectively. Effective August 1, 1996, the Company amended its articles of incorporation to change the par value of its common stock from no par to $0.001 par value per share. The accompanying financial statements have been restated to reflect the new par value for all periods presented. During the year ended July 31, 1998, the Company issued 3,145,832 shares of its restricted common stock to the President of the Company for compensation at $0.04 per share, and issued 25,000 shares of its restricted common stock for services rendered at $0.42 per share. During the year ended July 31, 1998, the Company issued 25,000 shares of its common stock to an employee for compensation at $0.44 per share, and issued 482,505 shares of its common stock for services rendered at prices ranging from $0.10 to $0.44 per share. Warrants During the year ended July 31, 1996, 1,079,901 Series A warrants were exercised. These warrants entitled the holder to purchase one share of common stock at a purchase price of $1. Approximately 592,000 unexercised Series A warrants expired July 26, 1996. There were no A warrants issued and outstanding at July 31, 1998 and 1997. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 9 - SHAREHOLDERS' EQUITY (Continued) The Company had 1,628,612 Series B warrants issued and outstanding at July 31, 1998 and 1997. These warrants entitle the holder to purchase one share of common stock at a purchase price of $20 and are callable by the Company for $0.20 per warrant. The Company has extended the expiration date of the Series B warrants from July 26, 1996 to January 26, 1999. During the year ended July 31, 1997, the Company issued 50,000 additional Series C warrants. These warrants entitle the holder to purchase one share of common stock at a purchase price of $4. The Series C warrants are callable by the Company for $1 per warrant and expire on December 31, 2000. Options Under the terms of its nonqualified employee stock option plan, the Company is authorized to establish a plan for up to 250,000 shares of common stock. Pursuant to this plan, the Company has issued 170,000 options to an officer/director/shareholder. The options may be exercised at a purchase price of $1.25 per share. During the year ended July 31, 1997, the expiration date was extended from January 31, 1999 to December 31, 2003. During the year ended July 31, 1997, the terms of the Company's nonqualified stock option plan were modified to authorize the Company to issue 3,000,000 options at a price that is above the market price on the grant date. Pursuant to the plan, at July 31, 1998, the Company had issued 1,518,000 options to its officers/directors/shareholders and to a consultant. The options may be exercised at a purchase price from $0.60 to $0.88 per share and expire on December 31, 2003. During the year ended July 31, 1997, the Company was also authorized to issue 500,000 options to investors as an inducement. The options will be issued at a price above the then current market price and shall be for a period established at the time they are granted. At July 31, 1998, none of these options had been issued. The following table summarizes certain information relative to stock options: Weighted Avg. Option Exercise Shares Price Price Balance, July 31, 1995 170,000 $ 1.25 $ 1.25 Balance, July 31, 1996 170,000 $ 1.25 1.25 Granted 1,518,000 $ 0.60 - 0.88 $ 0.60 Balance, July 31, 1997 1,688,000 $ 0.60 - 1.25 $ 0.69 Granted - $ - $ - Balance, July 31, 1998 1,688,000 $ 0.60 - 1.25 $ 0.69 E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 9 - SHAREHOLDERS' EQUITY (Continued) Options (Continued) The weighted-average life of the options outstanding and exercisable at July 31, 1998 is 53 months. Options available for future grant at July 31, 1998 were 2,062,000. The Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." Accordingly, no compensation cost other than that required to be recognized by APB 25 for the difference between the fair value of the Company's common stock at the grant date and the exercise price of the options has been recognized. Had compensation cost for the Company's stock option plan been determined based on the fair value at the grant date for awards in 1998 consistent with the provisions of SFAS No. 123, the Company's net loss and loss per share would have been increased to the pro forma amounts indicated below: For the Years Ended July 31, 1998 1997 Net loss as reported $ (2,390,502) $ (1,848,419) Net loss, pro forma $ (2,390,502) $ (2,118,419) Basic loss per share as reported $ (0.40) $ (0.40) Basic loss per share, pro forma $ (0.40) $ (0.45) The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 1997: Risk free interest rate 5.9% Expected life 1.5 years Expected volatility 65% Expected dividends $0 NOTE 10 - COMMITMENTS AND CONTINGENCIES Leases On November 9, 1995, the Company signed a definitive 25-year docking and franchise agreement with the city of Wyatt, Missouri granting the Company the exclusive right to development and manage a riverboat casino entertainment center on the Mississippi River. On March 23, 1996, the Company entered into a three-year lease plus renewal options for land on the Mississippi River near Wyatt, Missouri. Payments under the lease will be required only if the Company begins construction or if the Missouri Gaming Commission selects the Company for gaming license review. In the event that one of these conditions is met, the Company will be required to pay lease payments of $50,000 annually. E-COMMERCE WEST CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued) Litigation The Company is involved in certain legal proceedings and claims which arise in the normal course of business. Management does not believe that the outcome of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. NOTE 11 - RELATED PARTIES The Company has a note receivable outstanding for $9,000 from an officer/director/shareholder of the Company as of July 31, 1998 and notes receivable outstanding for $18,000 from two officers/directors/shareholders of the Company as of July 31, 1997. The notes earn interest at 9% and had initial maturity dates of April 9, 1997 which were extended to January 9, 1998. These notes are currently due. At July 31, 1998 and 1997, an officer/director/shareholder had advanced funds totaling $0 and $2,900, respectively, to the Company for its operational overhead and expenses. Item 9. Changes in and Discussions with Accountants on Accounting and Financial Disclosure. Dismissal of Auditors At a Board of Directors meeting on August 8, 1997 the Board dismissed Arthur Andersen LLP as the Company's auditors. A Form 8-K stating that event was filed on August 12, 1997, a copy of which is included as an exhibit to this report. [See: Exhibits] Appointment of Auditors At a Board of Directors meeting on October 20, 1997 the Board selected Singer, Lewak, Greenbaum & Goldstein, LLP, a regional accounting firm based in Los Angeles, California, as its auditors. A Form 8-K stating this event and that there were no disagreements with the previous auditors was filed on October 24, 1997 a copy of which is included as an exhibit to this report. [See: Exhibits] PART III Item 10. Directors and Executive Officers of the Registrant The names of the directors and executive officers of the Company and certain information about them is set forth below: Directors and Executive Officers The Directors and Executive Officers of the Company, their positions and ages are as follows: Name Age Position Jon F. Elliott 51 President, Chief Executive Officer & Chairman of the Board Jon F. Elliott, President & Chief Executive Officer - As President of the Company Mr. Elliott will oversee all corporate matters pertaining to the development and operation of the Company. In addition to having a background in gaming, television production and broadcasting, Mr. Elliott has 17 years of management, marketing and franchise skills. Mr. Elliott's employment history is as follows: 1993 to Present - Founder, President, Chief Executive Officer and Chairman of the Board, E-Commerce West. President, Secretary and a Director of the Company's wholly-owned subsidiaries. Appointments and Resignations to the Board of Directors On March 30, 1998 Larry Close, the Company's Vice President of Gaming, Secretary and a Director and an Officer, Director and Secretary of the Company's subsidiary companies resigned from all the aforementioned positions. Mr. Close stated in his resignation letter to the Company's President and Chief Executive Officer that his resignation was in order to pursue other employment opportunities. The parting was on an amicable basis as the Company acknowledged Mr. Close's contributions to the Company due to his 25 years of experience in the gaming industry and wished him the very best in the future. This move was expected by the Company as Mr. Close had not received his salary since June, 1997 due to the Company's application of funds to sustain operations rather than paying executive salaries, and Mr. Close's move back to Reno from Deadwood in September, 1997. As of the date of the filing of this report Mr. Close's seat on the board has not been filled. [See Exhibits] Item 11. Executive Compensation Pursuant to Management Agreements approved and signed by the Board of Directors, Jon Elliott and Larry Close, the Company's two senior executive officers were to receive annual salaries of $140,000 and $115,000 respectively in the Company's fiscal year August 1, 1997 to July 31, 1998. Larry C. Close the Company's Vice President of Gaming left the Company at the end of September, 1997 and thus was to receive a pro rata portion of his annual salary of $115,000. Officers' salary expense for the year was $196,667 however, in an effort to preserve the Company's cash, both Officers drew no cash for the entire year. $125,833 was paid to one officer in restricted stock; two $9,000 loans plus 9% annual interest to two officers were offset against the salaries; and, $2,500 in office equipment was applied against one officer's salary. At the close of the fiscal year Jon Elliott was due $24,841 while Larry Close was owed $23,174. Mr. Elliott is to receive $165,000 per the terms of his employment contract for the upcoming fiscal year. As of the date of this filing Mr. Elliott is owed $61,764 in deferred compensation. At a Board Meeting on May 5, 1998 and specifically to strengthen the Company's balance sheet by reducing the Company's outstanding debt to better position the Company to attract financing, Jon Elliott the Company's President & CEO, agreed to exchange the money owed to him per his employment agreement for restricted common shares. Mr. Elliott has not received any salary nor any remuneration from the Company from June 1, 1997 through July 31, 1998. His salary has been accrued. Through April 30, 1998 the Company owed Mr. Elliott $125,833.29. On May 5, 1998 the common shares of the Company had a bid price of $0.08. Due to the fact the shares are restricted shares pursuant to Rule 144 of the Securities & Exchange Commission, and primarily due to the volatility and drastic drop in the price of the Company's common shares; from $0.53 at the end of the Company's fiscal year on July 31, 1997, to $0.31 at the end of the current years first fiscal quarter on October 31, 1997, to $0.13 at the end of the current year's second fiscal quarter on January 30, 1998 to $0.10 at the end of the current fiscal quarter on April 30, 1998, the stock issued to Mr. Elliott was issued at a discount to the then current bid price. Therefore 3,145,832 shares calculated at $0.04 per share were issued to Mr. Elliott. Directors will be paid $200 for each meeting and are reimbursed for their out-of-pocket expenses when attending meetings on behalf of the Company. Executive Officers will not be paid any additional consideration for attending Board Meetings. The Directors have deferred all compensation for attending Board Meetings to date. Stock Options The Company has issued a total of 170,000 options to purchase Common Stock from its initial stock option plan. These options are non-qualified stock options. The Company is authorized to issue up to 250,000 shares of Common Stock from this initial stock option plan at an exercise price of $1.25 per option pursuant to resolution of the Board of Directors and by Amendment of its Certificate of Incorporation and/or Bylaws. At a July 15, 1997 Board Meeting the Board added options with an expiration date of December 31, 2003 equating to three million shares of common stock to its Employee Stock Option Plan. In addition the expiration date of the existing options were extended to December 31, 2003. Further, the president was empowered to issue the options at his discretion and the option price would be above the then current offer price of the Company's common shares at the time of the granting of the options. The following table sets forth the options issued by the Company on January 7, 1989: Number of Shares Weighted Average Expiration Name Subject to Option Exercise Price Dates Jon F. Elliott 170,000 $1.25 Dec. 31, 2003 These options are exercisable at any time up to December 31, 2003, at $1.25 per share unless an individual leaves his employment or formal association with the Company for any reason, in which case, the options expire unless exercised within 90 days from the date the individual resigns, is terminated or otherwise ceases to be with the Company The following table sets forth the options issued by the Company on July 15, 1997: Number of Shares Weighted Average Expiration Name Subject to Option Exercise Price Dates Jon F. Elliott 900,000 $0.60 Dec. 31, 2003 The Board of Directors on July 15, 1997 authorized the establishment of 500,000 options, each to be exchanged on a one for one common stock basis, to be offered at the discretion of the President to investors. These options would be priced at the time granted at a price above the then current price of the Companys shares. Further, that each option shall be for a period established by the President at the time they are granted. The common stock issued pursuant to all of the aforementioned options are restricted under the Securities and Exchange Commission Rule 144. Larry C. Close, the Corporation's former Vice President, did not exercise the 600,000 options issued to him at $0.60 on July 15, 1997 within the ninety day period from his departure from the Company as required by the Plan. Thus the options expired and were automatically returned into the Company's stock option plan. Employment Agreements The Company's chief executive officer voluntarily restructured his employment agreement. Jon Elliott, the Company's President & CEO reduced the relocation fee from $15,000 down to $5,000, eliminated all bonuses due on the Company's net profit and reduced his gross revenues bonus allocation by one percent across the board. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding the Company's Common Stock as of July 31, 1998, not giving effect to any stock options or Warrants outstanding as of such date, owned or recorded beneficially by each person owning more than 5% of such Common Stock and by all officers and directors as a group. COMMON STOCK Name of Number Beneficial Owner of Shares % of Total Outstanding Jon F. Elliott P.O. Box 623 Deadwood, SD 4,124,734 47.7 CEO/ President and Director ----------------------------------------------------------------- -------- All Officers & Directors as a Group 4,124,734 47.7 Item 13. Certain Relationships and Related Transactions The Company believes that in the past all transactions with officers, directors and affiliates have been on terms no less favorable to the Company than would have customarily been obtained from non-affiliated parties, and that future transactions, if any, with officers, directors and affiliates will likewise be subject to such standard and to approval by a majority of the directors who have no economic interest in the transaction. Corporate Activities Class "A" & Class "B" Warrants At a Board of Directors meeting on January 19, 1998, the Board extended the exercise date for the Companys Class "B" Warrants to July 26, 1998 with all other terms and conditions remaining in effect. At a Board of Directors meeting on July 14, 1998 the Board extended the exercise date for the companys Class "B" Warrants until January 26, 1999 with all terms and conditions remaining in effect. Amendment to Articles of Incorporation Subject to the Corporation's request on July 20, 1996 the Company received a Certificate from the Utah Division of Corporations and Commercial Code dated July 28, 1998 amending its Articles of Incorporation to change the name of the Corporation to "E-Commerce West Corp." from "Royal Casino Group Inc." [See: Exhibits] Stock Issuances & Retirement of Shares From its active S-8 registrations, # 33-34786 and # 333-32415, the Company instructed its transfer agent in August, 1997 to issue 6,000 common shares to Ron Island for consulting services; in November, 1997 to issue 4,217 common shares in the name of OTR Inc. for outside services performed for the Company; and, in April, 1998 to issue 5,000 common shares to Dan French for consulting services related to engineering for the Companys planned riverboat casino development near Wyatt, Missouri. Further, the Company instructed its transfer agent to issue the following in August, 1998: David Addison 26,470 common shares for legal services performed for the Company; Deb Berg 25,000 common shares as an employee bonus; McGinn, Smith & Co. 50,000 common shares as an investment banking fee; and, Dalton & Mathias, the Companys outside accounting firm, 44,845 common shares as a portion of their compensation for consulting services performed for the company; In October, 1998 to issue Gaming Venture Corp. 10,938 common shares as the balance of consulting fees for services performed for the Company; Mainstream Consultants 17,000 common shares as a consulting fee for services performed for the Company; and, David Addison 9,097 common shares for legal fees performed for the Company. In December, 1997 to issue 68,116 common shares to Dalton & Mathais as a portion of their compensation for consulting services performed for the company and 7,692 common shares in the name of Arthur Lovett for his efforts as an outside consultant assisting the Company with its EDGAR compliance filings. In February, 1998 to issue Deb Berg 58,400 common shares for consulting services performed for the Company. In April, 1998 to issue David Addison 23,100 common shares for legal services performed for the Company. In June, 1998 to issue Dan French 12,890 common shares for consulting services related to engineering for the Companys planned riverboat casino development near Wyatt, Missouri. In July, 1998 to issue Dalton & Mathias 88,740 common shares as a portion of their compensation for consulting services performed for the company; WWWServices 20,000 common shares for Internet consulting services performed for the Company; Leonard Milstein 5,000 common shares as partial payment for legal services performed for the Company; and, Deb Berg 25,000 common shares for consulting services performed for the Company. The Company's President/CEO, Jon Elliott, has not received any cash compensation in the 17 months from June, 1997 through the date of the filing of this report and has continued to devote his full time to the Company. In lieu of cash salary per the terms of his Employment Agreement and to preserve the Company's cash he exchanged the $125,833.29 owed through April 30, 1998 for 3,145,832 restricted common shares which were issued on May 5, 1998. This transaction strengthened the Company's balance sheet by reducing its debt. The Company issued 25,000 restricted common shares to the Company's corporate counsel, Richard Schneider, as a bonus on July 31, 1998. Larry Close, the Company's former Vice President of Gaming and a director who resigned on March 30, 1998, returned 200,000 common shares which were issued to him in his capacity as an officer and director of the Company on July 24, 1998. These shares were retired into the Company's treasury. Mr. Close still retains 100,000 common shares. Regulatory Matters South Dakota Commission on Gaming To operate a gaming facility in Deadwood, South Dakota each gaming company together with its officers, directors and 5% shareholders must be found suitable, after thorough background checks, to hold a South Dakota Gaming License. The licenses are renewable each year. Due to the closing of Goldiggers in January, 1998 and the Company's new corporate direction into Internet commerce, the Company chose not to renew its gaming license in July, 1998. On September 17, 1997 the South Dakota Commission on Gaming filed a complaint against Royal Casino Group alleging a violation of the minimum bankroll requirements in Goldiggers. The complaint stated that Goldiggers had $61,000 cash on hand when the regulations called for $63,000. In correspondence to the Commission from the Company's attorney and further in a meeting between the Company's attorney and the Company's President with the Executive Secretary, the Director of Enforcement and the Senior Auditor of the South Dakota Commission on Gaming, it was pointed out to the Commission that the agent conducting the audit overlooked certain moneys on hand which brought the actual total to over $78,000, 25% more than the required minimum. The Executive Secretary promptly dismissed the complaint on October 2, 1997. As is customary with the permanent closing of a casino, the South Dakota Commission on Gaming conducted an audit of all Goldiggers gaming records from the date the property was acquired in June, 1996 through to the date of closing, January 5, 1998. The audit began in January, 1998. The Company was notified in June, 1998 that the Commission had completed its audit with the result being a refund to the Company in excess of $4,000. The Company adhered to the South Dakota Commission on Gaming's request and completed and filed on time by March 15, 1998, a complete set of financial information containing departmentalized gaming revenues for the calendar year ended December 31, 1997 plus the first five days of January, 1998 on forms provided by the Commission. In December, 1997 the South Dakota Commission on Gaming filed a complaint against the Company stating that the Company had failed to provide the Commission with a copy of its Form 10-K plus two Form 8-K's within the required 10 day period after such documents are filed with the Securities & Exchange Commission. In addition, the complaint alleged that Royal Casino Group is two months delinquent in the payment of real estate taxes on the property occupied by Goldiggers. The Commission was made aware that the real estate taxes that were the subject of this complaint had been paid. On February 18, 1998 the Company entered into a Stipulation and Assurance of Voluntary Compliance with the South Dakota Commission on Gaming concerning these two complaints. The Company stated that they had provided the Commission with the securities filings and agreed to a $500 fine with the entire amount suspended on the condition that the Company have no like or similar violations for the life of its license. The Stipulation also stated that because the real estate taxes had been paid, the Commission dismissed the complaint. Chip & Token Redemption Per the rules and regulations of the South Dakota Commission on Gaming, the Company is compelled to redeem all outstanding tokens and chips presented by patrons at face value and to advertise that fact for a continuous four month period. Therefore, the Company placed newspaper advertisements twice a week in four area newspapers from January 22, 1998 through May 15, 1998 announcing that persons in possession of Goldiggers gaming chips and tokens may redeem them for face value through May 15, 1998. The total amount redeemed for the four month period was $1,216. Complaint On April 13, 1998 the Executive Secretary of the South Dakota Commission on Gaming ("SDCG") filed a two-count complaint alleging that on April 13, 1998 there were four small claims judgments against Royal Casino Group and/or Goldiggers Hotel & Gaming totaling approximately $7,500 & further on April 13, 1998 there existed an IRS tax lien entered against Royal Casino Group and/or Goldiggers in the amount of approximately $15,740. Further, that the Commission had scheduled a hearing on these matters with the stated purpose to consider a revocation of the gaming licenses of Royal Casino Group and Goldiggers. The Company believed this to be very grave action proposed to be taken by the SDCG with potentially severe repercussions to the Company. A gaming license in any recognized jurisdiction comes only after extensive and invasive background and suitability checks have been performed on the Company, its Officers, Directors and significant shareholders to the satisfaction of the appropriate gaming commission. As such a gaming license is considered a privilege. Royal Casino Group together with its Officers and Directors had undergone a thorough investigation by the SDCG prior to receiving its gaming license. On April 20, 1998 and in a subsequent letter re-capping the conversation on April 21, 1998, the President & CEO of Royal Casino Group and the President of Atlantic-Pacific Corp., Royal's wholly-owned subsidiary that owned and operated Goldiggers, informed the SDCG's Executive Secretary, Larry Eliason, that: 1) on March 24, 1998 the SDCG was informed in writing by the Company's legal counsel that an IRS lien had been filed and the reasons for the filing. Further, on March 31, 1998 the SDGC was notified in writing by the Company's legal counsel that the tax lien was paid in full. This notification was given to the SDCG two weeks before the date the complaint was filed. 2) of the judgments listed, only one in the amount of $751.57 had yet to be satisfied and that was due to the fact that the Company was unable to contact the creditor despite several attempts via telephone and letters. 3) there were two pending small claims actions totaling over $6,600 that had been resolved before they became judgments. 4) that the Company's legal counsel had sent the SDCG over 25 separate letters in the two month period from the end of January, 1998 until the end of March, 1998 keeping the commission appraised of every small claims action and all other legal issues concerning the closing of Goldiggers. In fact, the original letter advised the SDCG that due to the closing of Goldiggers, the Company expected to be deluged with small claims actions as creditors move to protect their interests and that this action is standard in these circumstances. 5) that the Company had been advised by professionals to seek bankruptcy protection for its subsidiary, but that the Company had chosen to use its best efforts to seek an orderly liquidation of Goldiggers' assets to satisfy its creditors. Further, that the company had been successful to date in its efforts and that it believed it had staved off bankruptcy. 6) that because there was only one outstanding judgment totaling the small amount of $751.57 the Executive Secretary, Larry Eliason, was asked to reconsider the need to have a public hearing to take the severe measures of revoking the Companies' gaming licenses. The Executive Secretary, Larry Eliason, in a letter to the Company dated April 27, 1998 refused to do away with the hearing despite being aware of the aforementioned facts. As the Company's legal counsel was appearing before the SDCG concerning an unrelated matter and in the SDCG's notice of the hearing the SDCG had stated that this was to be an adversarial hearing, the Company's counsel notified the Company that he had a conflict and would not be able to appear on the Company's behalf at this hearing. The Company wrote Larry Eliason on April 29, 1998 advising him that the Company's legal counsel, who had represented the company since early 1996 and in all matters between the Company and the SDCG, would be unable to represent the Company at the hearing and since Mr. Eliason would not do away with the need for the public hearing, the Company requested a postponement of the hearing to allow the Company to be represented by its long-standing counsel. The letter went on to say if Mr. Eliason would not even agree to a postponement, the retention of a new lawyer would most certainly require a retainer, using monies the Company had dedicated to the repayment of Goldiggers' creditors. After he personally confirmed with the Company's legal counsel that he would be unable to represent the Company and receiving an explanation of the conflict, the Executive Secretary, Larry Eliason, wrote the Company in a letter dated April 28, (sic) 1998 denying the Company's request for a postponement of the public hearing. Dismissal of Complaint The Company was adamant about protecting its rights and its gaming licenses and was therefore forced by Larry Eliason, the SDCG's Executive Secretary, to retain a new legal counsel to defend what was obviously, in the Company's oppinion, malicious and selective enforcement on Mr. Eliason's part. The Company's new lawyer required a retainer causing the Company to use funds that otherwise would have gone to pay creditors. This new lawyer informed the attorney for the SDCG that if they did not dismiss the complaints with prejudice, he would embarrass the SDCG by putting the Executive Secretary, Larry Eliason and the Director of Enforcement, Stan Triplett on the witness stand and demanding they testify as to how many gaming licenses have ever been revoked and if any, how many had ever been revoked for a small claims judgment. He knew the answer was none. Further, he advised counsel he would put the Clerk of Courts on the stand and ask her to research each and every small claims judgment against every holder of a South Dakota Gaming License dating back to 1990 and after every one ask Larry Eliason, the Executive Secretary, why a complaint and a revocation hearing was never taken against that license holder. It was clear from the response that never had the SDCG filed a complaint seeking license revocation against any holder of a gaming license for having a small claims judgment. The Company asked the member of the legislature together with the state senator for the area to attend the Commission hearing on the Companys behalf which they did. At the public hearing on May 8, 1998 the SDCG voluntarily dismissed both complaints without a hearing and with prejudice. Nevada Gaming Commission In April, 1997 the Company submitted its application to the Nevada Gaming Commission seeking licensing in connection with its proposed acquisition of the Triple J Casino in Henderson, Nevada. The Company provided $85,000 to the Nevada gaming regulatory bodies to commence the background checks and suitability into the Company and its Officers and Directors. The Commission began its background checks in early July, 1997. In late July, 1997 the Company determined not to proceed with the acquisition of the Triple J Casino and so notified the Nevada Gaming Commission seeking permission to withdraw its application for licensing. In January, 1998 the Nevada Gaming Control Board advised the Company that pursuant to its request in July, 1997 to withdraw its application for licensing in Nevada, its agent would need to re-visit Royal Casino Group's offices in late February, 1998 to review all financial reports and documents generated by Goldiggers. In addition, the agent requested to review related Royal Casino Group financial information and correspondence plus corporate documentation relating to the Company's Nevada subsidiary which had been created solely to acquire the Triple J Casino. Subsequently, the Company was informed by an agent of the Nevada Gaming Control Board that the Company's request to withdraw was scheduled on the agenda of the Nevada Gaming Control Board's meeting on June 3, 1998 and on the Nevada Gaming Commission's agenda at its meeting on June 25, 1998. If both agencies granted the Company's request to withdraw, then the Company would be entitled to a refund of the unused portion of the $85,000 deposited by the Company with the Nevada Gaming Control Board at the onset of their investigation into the Company's application. On June 3, 1998 the Company appeared with both corporate counsel and Nevada gaming counsel before the Nevada Gaming Control Board seeking permission to withdraw the Company's application for a Nevada gaming license. The Nevada Gaming Control Board voted unanimously to grant the Company's request to withdraw their applications without prejudice. Subsequently, on June 25, 1998 the Nevada Gaming Commission voted to allow the Company to withdraw its application without prejudice. [See: Subsequent Events] South Dakota Department of Revenue In January, 1998 the State of South Dakota Department of Revenue began conducting an audit of the sales and use tax paid by the Company's subsidiary that operated Goldiggers. They selected three random months for review, two of which occurred when the subsidiary was owned by Casino Magic. Based upon their findings they expanded their audit to cover the period from November, 1994 through December, 1997. The majority of this time Goldiggers was owned and operated by Casino Magic. Subsequently, the Company was informed that its subsidiary company owed approximately $12,000 in unpaid sales tax, use tax and interest. The Company did not believe it owed the $12,000 assessed by the Department of Revenue and began to research and gather related information that the Company believed would drastically reduce this amount. The Company was hampered in its efforts to locate the support documents due to the closing of Goldiggers and the relocation of the historical files, some of which at the time were in the possession of the South Dakota Commission on Gaming for the purpose of conducting their audit. Goldiggers was owned and operated by Atlantic-Pacific Corp. which was owned by Casino Magic Corp. from inception in 1991 through to its acquisition by Royal Casino Group in June, 1996. Per the terms of the acquisition, Casino Magic indemnified Royal Casino Group from any prior obligations arising from actions such as an outstanding sales or use tax obligation should one exist. After presentation of appropriate documentation verifying the payment of the majority of the taxes claimed as owed by the Department of Revenue to the agent assigned the matter, the South Dakota Department of Revenue reduced the amount it claimed was owed by Goldiggers for sales and use tax plus interest for the periods from November, 1994 through to and including December, 1997 from $12,000 to approximately $5,000. The Company believed, by continuing to research its records, that it would be able to considerably reduce the aforementioned amount. However, the agent resigned from the Department resulting in an immediate assessment by the Department of $4,936 plus penalties and interest. The Company sought to have a hearing to present the additional proof of payment. The Department set a December, 1998 hearing date in Pierre, South Dakota. The Department simultaneously offered to settle the matter for payment of the principal amount only. Against the advice of the Companys counsel, the Company advised the Company's counsel to advise the Department that it would accept the settlement as the costs for employees and corporate counsel to travel to Pierre together with fees incurred would almost equal the settlement amount. The settlement will be in full and in perpetuity. [See: Subsequent Events] Securities & Exchange Commission In a letter to the Company dated February 27, 1998, the Securities & Exchange Commission made comments based upon an examination restricted solely to considerations of the Financial Statements, Management's Discussion and Analysis and Selected Financial Data incorporated in the Company's Form 10-K for the year ended July, 31, 1997 and the Form 10-Q for the quarter ended October 31, 1997. Commission staff made comments and requested an amendment and answer within 10 business days from the date of the letter. Although the company believes that it can adequately address all the issues raised to the satisfaction of the Commission, to do so involves time, research and coordinated input from three of the Company's professionals. The Company has incorporated all of the Commission's comments in this Form 10-K. Internal Revenue Service A federal tax lien in the amount of $15,740.35 was filed against the Company with the appropriate South Dakota regulatory bodies on March 2, 1998 and was paid in full by the Company by March 30, 1998. In a letter of explanation to the Company, the revenue officer wrote that she had received information that Goldiggers was closed and the assets were for sale. Therefore she stated, she filed the lien to protect the governments interest. A Certificate of release of Federal Tax Lien was recorded by the appropriate South Dakota regulatory agencies on April 15, 1998. Workmans Compensation Audit Post-closing of Goldiggers, Atlantic-Pacific Corp. underwent a workman's compensation audit, which resulted in a refund to Goldiggers in the amount of $14,043. Subsequent Events Option To Purchase Land Adjacent to the Triple J Casino in Henderson, Nevada. In anticipation of its planned acquisition of the Triple J Casino in Henderson, Nevada, the Company obtained an eighteen month option to purchase for $75,000 7.28 acres of land adjacent to the 16 acres which comprised the Triple J. The option allowed the Company to purchase the property for $1.5 million with the $75,000, which was paid in restricted shares of the Company's common stock, to be credited toward the purchase price. Since the Company elected not to proceed with the acquisition of the Triple J the Company had no further use for the property and allowed its option to expire on September 30, 1998. The Company has written off the $75,000 down payment. S-8 Registration An S-8 registration statement was filed on July 28, 1998. On August 21, 1998 E-Commerce West received its registration number from the Securities & Exchange Commission making the registration statement effective as of that date. The Registration Number 333-59975 is for employees and consultants and is for 750,000 common shares with the proposed maximum offering price of $0.30 per share resulting in a proposed maximum aggregate offering price of $225,000. A copy of this registration statement is included as an exhibit with this report. Stock Issuances During the Company's fiscal year from August, 1997 through July, 1998, Jon Elliott, the company's Chief Executive Officer and a Director sold a total of 56,000 common shares at an average price of $0.39 on the open market of which 10,000 were sold in the last fiscal quarter. All appropriate forms concerning the aforementioned transactions were filed in a timely fashion with the Securities & Exchange Commission. After the end of the Company's fiscal year on July 31, 1998 the following shares were issued: - on September 9, 1998 20,000 restricted common shares were issued to Keith & Kristi Schillinger for their participation in E-Commerce West's Internet Web site from the treasury. - on October 26, 1998 25,000 restricted common shares were issued as a bonus to Craig Mathias, the Company's outside accountant from the treasury; 300,000 restricted common shares were issued to Deb Berg from the treasury for her participation in a variety of yet-to-be defined Internet Web sites. The 300,000 shares are provided to Ms. Berg with the understanding that she will return 100,000 shares to the Company for each year less than three that she provides services to the Company. Issued to John Lowe for consulting services relative to the Internet, 1,294 common shares from the Company's active S-8 registration # 33-34786 completing the issuance of the total number of shares to be issued under the registration, plus 492 common shares from the Company's active S-8 registration # 333-32415. Common Stock Trading Symbol Change Reflecting the name change to E-Commerce West the trading symbol for the common stock was changed from "WINZ" to "ECOM" on August 7, 1998. Sale of Slot Machines The terms of the sale agreement of the slot machines called for monthly payments commencing 60 days after the date of the agreement and continuing for an extended period of time. As the Company was in need of cash, the Company and the purchaser agreed to an accelerated payment totaling $51,000 to complete the transaction. The Company included a few separate bill acceptors and its casino signage in the transaction. Proposed Wyatt, Missouri Riverboat Casino Subsequent to the Company notifying the Army Corps of Engineers that the points proposed by the Missouri Department of Natural Resources in their comment letter responding to the Corps's Public Notice were acceptable, the Company's engineer has been notified by the Corps that they will request the Missouri Department of Natural Resources to issue a Water Certification Permit. Once received by the Corps, they will proceed to issue the Section 404 permit necessary prior to the commencement of any construction related to the Company's proposed Riverboat Casino Entertainment Center. However, the Company can not project a time frame for the issuance of the permit. Nevada Gaming Commission In April, 1997 Royal Casino Group applied to the Nevada Gaming Commission for a gaming license pursuant to its proposed acquisition of the Triple J Casino in Henderson, Nevada. In July, 1997 Royal Casino Group gave the Nevada Gaming Commission $85,000 to begin their investigation into the background of the Company and its officers and directors. As previously reported, Royal Casino Group determined not to proceed with the acquisition and requested permission from the Nevada Gaming Commission to withdraw its application later that same month in July, 1997. As reported earlier in this document both the Nevada Gaming Control Board and the Nevada Gaming Commission voted to grant permission to allow Royal Casino Group to withdraw its application in June, 1998. In October, 1998 the Company received a refund of $38,000 of the $85,000 deposited with the Nevada Gaming Commission. Corporate Loans Jon Elliott, the Company's President/CEO has not received any cash compensation per the terms of his Employment Agreement for the 17 month period from June, 1997 through October, 1998. He owes the Company a total of $9,000 per loans of $3,000 on August 5, 1998; $2,000 on August 28, 1998; and, $4,000 on October 3, 1998. The loans have an interest rate of 5%, simple interest, calculated annually. PART IV Item 14. Financial Statements, Schedules Exhibits and Reports on Form 8-K (1) Financial Statements (a) The Financial Statements required pursuant to this Item have been filed as part of this report under Part II, Item 8. All other schedules have been omitted because the information prescribed therein is not applicable, not required, or is furnished in the financial statements or notes thereto. (b) Three reports on Form 8-K were filed during the year ended July 31, 1998; one on August 12, 1997, one on October 21, 1998 and the other on January 12, 1998. Subsequent to the end of the fiscal year a Form 8-K was filed on August 11, 1997 (2) Exhibits Exhibit No. Description Page No. 1 S-8 Registration Statement dated July 30, 1997, Registration # 333-32415. 2 Form 8-K which was filed on August 12, 1998 announcing the dismissal of Arthur Andersen LLP as the Company's auditors; the Company's request to the Nevada Gaming Commission seeking permission to withdraw its application for a gaming license; and, the entering into a settlement agreement on the only outstanding corporate litigation. 3 Form 8-K which was filed on October 21, 1998 announcing the engagement of Singer, Lewak Greenbaum & Goldstein LLP as the Company's independent accountants. 4 Form 8-K which was filed on January 12, 1998 announcing the closure of Goldiggers Hotel and Gaming Est. 5 Form 8-K filed on August 3, 1998 announcing the name change of the Corporation to E-Commerce West Corp. from Royal Casino Group Inc. including a Certificate of Amendment to the Companys Articles of Incorporation attesting to that fact. 6 Copy of Larry C. Closes letter of resignation as an officer, secretary and director of Royal Casino Group and all its subsidiaries. 7 S-8 Registration Statement dated July 28, 1998, Registration # 333-59975. 8 Consent of Singer Lewak Greenbaum & Goldstein 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. Signatures Pursuant to the requirements of Section 13 or 15 (d) of The Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 10th day of November, 1998. E-COMMERCE WEST INC. By /s/ Jon F. Elliott___ Jon F. Elliott President and Chief Executive Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS that such person whose signature appears below constitutes and appoints Jon F. Elliott, his-attorney-in-fact, with power of substitution, for him in any and all capacities, to sign this Annual Report on Form 10-K, and any amendments thereto, each with exhibits thereto, and other documents in connection therewith, with The Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jon F. Elliott President, November , 1998 Jon F. Elliott Chief Executive Officer, Chairman of the Board Form 10-K 7/31/98 Exhibit 1 As filed with the Securities and Exchange Commission on July 30, 1997 Registration No. 333-32415 ============================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ E-COMMERCE WEST INC. (Exact name of registrant as specified in its charter) Utah 95-4091368 (State or other jurisdiction of (IRS Employer Identification No.) Incorporation or organization) 152 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 Inc. 152 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: Roderick H. Powell III, Esq. 684 Higuera Street, Suite C San Luis Obispo, CA 93401-3511 CALCULATION OF REGISTRATION FEE 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 ($0.01 par value per 500,000(2) $0.60 $300,000 $ 103.45 share) (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-dilution provisions of stock options, and anti-dilutions adjustments to the amount of shares of Common Stock issuable pursuant to stock options exercised thereafter. (2) Represents 500,000 to be issued pursuant to the informal consulting/compensation plan of Registrant and includes re-offers of such shares. (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 June 27, 1997. ================================================================= == 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 INC. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1996 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, 1996. 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 nine months ended April 30, 1997 have not been audited by Arthur Andersen 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, 1998, 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 settle-ments 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 Roderick H. Powell III, Esq. 2. Consent of Roderick H. Powell III, Esq. (included in Exhibit 1) 3. Consent of Arthur Andersen. 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 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 incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such port-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 Section15(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 June 24, 1997 Royal Casino Group Inc. 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 Roderick H. Powell III 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 amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and 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 /s/ Jon F. Elliott Chairman (President/Chief June 27, 1997 Jon F. Elliott Executive Officer/Chief Financial Officer) and Director /s/ Larry C. Close Vice President and Director June 27, 1997 Larry C. Close INDEX TO EXHIBITS EXHIBIT PAGE 1 Opinion and Consent of Roderick H. Powell III, Esq. 8 2 Consent of Roderick H. Powell III, Esq. 8 (Included in Exhibit 1) 3 Consent of Arthur Andersen, LLP 9 4 Power of Attorney (page 6 of this Registration 6 Statement) RODERICK H. POWELL III Attorney at Law 684 Higuera Street, Suite C San Luis Obispo, CA 93401-3511 (805) 541-5100 (805) 541-5149 FAX July 17, 1997 Royal Casino Group Inc. 152 Sherman Street Deadwood, South Dakota 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 500,000 shares of common stock, $0.001 par value per share (the "Common Stock"), issuable in connection with Royal Casino Group Inc., 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 of shares of Common Stock under the Plan and authorization of such 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/ Roderick H. Powell III RODERICK H. POWELL III Exhibit 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 25, 1996, included in Royal Casino Group Inc.'s Form 10-K for the year ended July 31, 1996, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Minneapolis, Minnesota July 15, 1997 FORM 10-K 7/31/98 EXHIBIT 2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 1997 ROYAL CASINO GROUP INC. (Exact name of registrant as specified in its charter) UTAH 0-10315 95-4091368 (State or other (Commission (I.R.S. Employer jurisdiction of File Number Identification #) 152 Sherman St., Deadwood, South Dakota 57732 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (605) 578-1299 Total number of sequentially numbered pages: 5 Exhibit index page number: 5 ITEM 4 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Previous independent accountants (i) On August 8, 1997, Royal Casino Group Inc. dismissed Arthur Andersen, L.L.P. as its independent accountants. (ii) The report of Arthur Andersen, L.L.P. on the financial statements for the past fiscal year ended July 31, 1996 contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) The Registrants Board of Directors participated in and approved the decision to change independent accountants. (iv) In connection with its audit for the period indicated at (a)(ii) above, there have been no disagreements with Arthur Andersen, L.L.P. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Arthur Andersen L.L.P. would have caused them to make reference thereto in their report on the financial statements for such year. (v) During the period there have been no reportable events [as defined in Regulation S-k Item 304 (a) (1) (v)]. (vi) Arthur Andersen, L.L.P. has furnished the Registrant with a letter addressed to the SEC stating that it agrees with the above statements. A copy of this letter is included as an exhibit to this Form 8-K Report. (b) New independent accountants (i) The Registrant has not engaged new independent accountants as of August 8, 1997. Item 5 OTHER EVENTS (i) On August 1, 1997, the Company requested the Nevada Gaming Commission to allow it to withdraw its application for a gaming license relating to its proposed acquisition of the Triple J Casino in Henderson, Nevada. The Company had entered into an Agreement in Principle to acquire the Triple J in March, 1997 and submitted its gaming application to the Nevada gaming regulators in April, 1997. The main attractions this property held for the Company were its nonrestricted gaming license plus municipal permits to build 550 hotel rooms. The building permit was due to expire in May, 1998 and the Company determined it would be unable to raise the approximately $55 million required to acquire, remodel and develop the property on acceptable terms and conditions within the time frame prior to the expiration of the permit. Once the existing permit expired, the Company believed that it would be very difficult to re-apply for a permit to develop the hotel. After conferring with agents of the Nevada Gaming Control Board and receiving their initial comments with respect to Royal's proposed acquisition, the Company decided to cease its pursuit of the Triple J. (ii) The Company entered into a Settlement Agreement on July 30, 1997 with Stephen Grogan concerning law suits that the parties had filed against each other. Neither party admitted wrong doing however, the Company entered into the agreement to avoid the distraction and costs associated with continuing litigation. The Company settled the actions for less that its projected ongoing legal costs. The Company has no other existing litigation proceedings nor any pending actions. ITEM 7 FINANCIAL STATEMENTS & EXHIBITS (c) Exhibits (1) Letter regarding change in certifying accountant. SIGNATURES Pursuant to the requirements of the securities and exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Royal Casino Group Inc. By: /s/ Jon F. Elliott Jon F. Elliott, President/CEO Date: August 8, 1997 EXHIBIT 1 Arthur Andersen L.L.P. 45 South Seventh St. Minneapolis, MN 55402 August 8, 1997 Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street Northwest Washington, DC 20549 Ladies and Gentlemen: We have read and agree with the comments in Item 4 of Form 8-K of Royal Casino Group Inc. dated August 8, 1997. Sincerely, /s/ Arthur Andersen, L.L.P. Arthur Andersen, L.L.P. FORM 10-K 7/31/98 EXHIBIT 3 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 1997 ROYAL CASINO GROUP INC. (Exact name of registrant as specified in its charter) UTAH 0-10315 95-4091368 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification #) incorporation) 152 Sherman St., Deadwood, South Dakota 57732 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (605) 578-1299 Total number of sequentially numbered pages : 4 Exhibit index page number: 3 ITEM 4 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Previous independent accountants (i) On August 8, 1997 Royal Casino Group Inc. dismissed Arthur Andersen, L.L.P. as its independent accountants. (ii) The report of Arthur Andersen, L.L.P. on the financial statements for the past fiscal year ended July 31, 1996 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) The Registrant's Board of Directors participated in and approved the decision to change independent accountants. (iv) In connection with its audit for the period indicated at (a)(ii) above, there have been no disagreements with Arthur Andersen, L.L.P. on any matter of accounting principles or practices,financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Arthur Andersen L.L.P. would have caused them to make reference thereto in their report on the financial statements for such year. (v) During the period there have been no reportable events [as defined in Regulation S-K Item 304(a)(1)(v)]. (vi) Arthur Andersen, L.L.P. has furnished the Registrant with a letter addressed to the SEC stating that it agrees with the above statements. A copy of this letter was included as an exhibit to our Form 8-K Report of August 8, 1997. (b) New Independent accountants (i) The Registrant engaged Singer Lewak Greenbaum & Goldstein L.L.P. as its new independent accountants as of October 20, 1997. During the two most recent periods and through October 20, 1997, the Registrant has not consulted with Singer Lewak Greenbaum & Goldstein L.L.P. on items which (1) were or should have been subject to SAS50 or (2)concerned the subject matter of a disagreement or reportable event with the former auditor [as described in Regulation S-K Item 304(a)(2)]. ITEM 5 OTHER EVENTS None ITEM 7 FINANCIAL STATEMENTS & EXHIBITS (c) Exhibits None SIGNATURES Pursuant to the requirements of the securities and exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Royal Casino Group Inc. By: /s/ Jon F. Elliott Jon F. Elliott, President/CEO Date: October 21, 1997 FORM 10-K 7/31/98 EXHIBIT 4 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 1998 ROYAL CASINO GROUP INC. (Exact name of registrant as specified in its charter) UTAH 0-10315 95-4091368 (State or other (Commission (I.R.S. Employer jurisdiction of in- File Number) Identification #) corporation) 152 Sherman St., Deadwood, SD 57732 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (605)578-1299 Total number of sequentially numbered pages : 3 Exhibit index page number: none ITEM 5. OTHER EVENTS (i) In order to curtail losses and preserve shareholder capital, the Registrant's wholly-owned subsidiary, Atlantic-Pacific Corp., has discontinued operations at Goldiggers Hotel & Gaming Establishment located in Deadwood, South Dakota as of January 6, 1998. The Company believes the downward trend in the Deadwood gaming market which coincided with the Company's arrival into the market, will continue and that revenues will continue to erode. When the Company contemplated the acquisition of Goldiggers the operation had annual revenues in excess of $2.3M yet operated at a loss. The Company identified several areas where it believed savings could be attained thereby generating a profit. The Company acquired Goldiggers in June, 1996. Cost containment measures implemented by the Company cut operating expenses $885,000 in the most recently completed fiscal year. However, significant losses existed due to the widely reported severe climatic conditions that prevailed in the region throughout last Winter and Spring resulting in an overall downturn in Summer tourism. For the year Goldiggers generated over $300,000 less in revenues. Continuing downward, Goldiggers' revenues for the first fiscal quarter decreased $194,000 year over year yet the Company was able to improve direct operating department costs $302,000 during the same period. Royal Casino Group continued to provide cash injections to support the losses and sustain Goldiggers' operations. The Company has determined that it has fully implemented its planned cost reductions and savings programs and unfortunately believes the revenues will not return to the 1995 or 1996 levels required for the property to be profitable. The Company is the fourth publicly traded gaming company to exit the Deadwood market. As Goldiggers has been a drain on the Company's cash resources, the closure of the property requires no further demand on the parent Company's funds and therefore should produce positive long term results for the Company as it pursues other gaming opportunities. The Company continues to work on its planned riverboat casino entertainment development in Southeast Missouri. In addition, the Company continues to devote its energies towards two additional gaming opportunities which are in various stages of due diligence. Royal Casino continues to own and operate the Deadwood Stage, a 13-vehicle transportation system. SIGNATURES Pursuant to the requirements of the securities and exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Royal Casino Group Inc. By:_ /s/ Jon F. Elliott_____ Jon F. Elliott, President/CEO Date: January 9, 1998 FORM 10-K 7/31/98 EXHBIIT 5 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 1998 ROYAL CASINO GROUP INC. (Exact name of registrant as specified in its charter) UTAH 0-10315 95-4091368 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification #) incorporation) 152 Sherman St., Deadwood, South Dakota 57732 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (605) 578-1299 Total number of sequentially numbered pages: 4 Exhibit index page number: 4 ITEM 5 OTHER EVENTS At a Board of Directors meeting on July 20, 1998 the following events took place: - the Board by resolution, acting upon a Written Consent of Shareholders, voted and approved the name change of the corporation to: E-Commerce West Corp. see Exhibit A, page 4, copy of "Certification of Articles of Amendment Enacting Change of Name" issued by the State of Utah, Department of Commerce.) - a change in the primary corporate focus from gaming to Internet commerce was also approved. 2 SIGNATURES Pursuant to the requirements of the securities and exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. E-COMMERCE WEST CORP. formerly, ROYAL CASINO GROUP INC. By: /s/ Jon F. Elliott Jon F. Elliott President/CEO Date: August 3, 1998 3 EXHIBIT A CERTIFICATION OF ARTICLES OF AMENDMENT ENACTING CHANGE OF NAME THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE HEREBY CERTIFIES THAT Articles of Amendment were submitted by ROYAL CASINO GROUP INC. FOR APPROVAL AND FILING BY THIS OFFICE ON July 21, 1998, and that the corporation name is changed thereby to E-COMMERCE WEST CORP. AS APPEARS OF RECORD IN THE OFFICES OF THE DIVISION. File Number: CO 091053 Dated this 28th day of July ,1998. /s/ Lorena P. Riffo Lorena P. Riffo Division Director of Corporations and Commercial Code 4 FORM 10-K 7/31/98 EXHIBIT 6 Larry C. Close 1917 Catherine Court ______________________ Gardnerville, NV 89410-6665 (702) 782-8669 March 30, 1998 Mr. Jon Elliott President and Chief Executive Officer ROYAL CASINO GROUP INC. P.O. Box 545 Deadwood, SD 57732-0545 Dear Jon: As we discussed on the telephone in order for me to pursue other employment opportunities I respectfully resign my positions of Vice President of Gaming, Secretary and Director of Royal Casino Group Inc., and its subsidiaries effective this date. It would not be in the best interests of the company for me to retain these positions while actively seeking employment outside the company. However, I am available to offer any help or assistance to ensure a smooth transaction from these duties. I am sending a copy of this letter to notify Commission on Gaming Executive Secretary Larry B. Eliason as per South Dakota Rules and Regulations for Limited Gaming, 20:18:06:05 Termination of employment of key or support license. A key or support licensee who changes employment, is terminated, or resigns employment must notify the executive secretary in writing within seven days. Sincerely, /s/ Larry C. Close Larry C. Close FORM 10-K 7/31/98 EXHIBIT 7 As filed with the Securities and Exchange Commission on July 28, 1998 Registration No. 333-59975__ ============================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ ROYAL CASINO GROUP INC. (Exact name of registrant as specified in its charter) Utah 95-4091368 (State or other jurisdiction of (IRS Employer Identification No) Incorporation or organization) 152 Sherman St Deadwood, SD 57732 (Address of principal executive offices) (Zip Code) _______________________ Consulting/Compensation Plan (Full title of plan) _______________________ Jon F. Elliott Royal Casino Group Inc. 152 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) (805) 541-5100 CALCULATION OF REGISTRATION FEE 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 per share) 750,000(2) $0.30 $225,000 $100.00 (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-dilution provisions of stock options, and anti-dilutions adjustments to the amount of shares of Common Stock issuable pursuant to stock options exercised thereafter. (2) Represents 750,000 to be issued pursuant to the informal consulting/compensation plan of Registrant and includes re-offers of such shares. (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 July 14, 1998. ============================================================== 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 ROYAL CASINO GROUP INC. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1997 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, 1997. 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 nine months ended April 30, 1997 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, 1998, 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 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 incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such port-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 registrants annual report pursuant to Section 13(a) or Section15(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 July 14, 1998. ROYAL CASINO GROUP INC. 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 amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and 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 __/s/ Jon F. Elliott Chairman (President/Chief July 14, 1998 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 LLP 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 93401-3511 (805) 541-5100 (805) 541-5149 FAX July 17, 1998 Royal Casino Group Inc. 152 Sherman Street Deadwood, South Dakota 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 750,000 shares of common stock, $0.001 par value per share (the "Common Stock"), issuable in connection with Royal Casino Group Inc., 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 of shares of Common Stock under the Plan and authorization of such 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 have issued our report dated November 1, 1997 accompanying the consolidated financial statements included in the Annual Report of Royal Casino Group Inc. on Form 10-K for the year ended July 31, 1997. We hereby consent to the incorporation by reference of said report in this Registration Statement of Royal Casino Group, Inc. on Form S-8 effective July 23, 1998. SINGER LEWAK GREENBAUM & GOLDSTEIN LLP Los Angeles, CA July 22, 1998 FORM 10-K 7/31/98 EXHIBIT 8 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated November 8, 1998, accompanying the consolidated financial statements included in the Annual Report of E-Commerce West Corp. (formerly known as Royal Casino Group, Inc.) and subsidiaries on Form 10-K for the year ended July 31, 1998. We hereby consent to the incorporation by reference of said report in the three Registration Statements of E-Commerce West Corp. on Forms S-8 (File no. 33-4786, effective May 31, 1996; File No. 333-32415, effective August 5, 1997 and File no. 333-59975, effective July 27, 1998). SINGER LEWAK GREENBAUM & GOLDSTEIN LLP Los Angeles, California November 8, 1998

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/03
12/31/00
6/15/9910-Q
1/31/9910-Q,  10-Q/A,  NT 10-Q
1/26/99
Filed on:11/17/98
11/8/98
10/21/98
10/3/98
9/30/98
9/1/98
8/28/98
8/21/98
8/12/98
8/7/98
8/5/98
8/3/98
For Period End:7/31/9810KSB/A,  8-K
7/28/98S-8
7/27/98
7/26/98
7/24/98
7/23/98
7/22/98
7/21/98
7/20/98
7/17/98
7/14/98
6/25/98
6/19/98
6/3/98
5/15/98
5/8/98
5/5/98
4/30/9810-Q,  10-Q/A
4/29/98
4/27/98
4/22/98
4/21/98
4/20/98
4/15/98
4/13/98
4/7/98
3/31/98
3/30/98
3/24/98
3/20/98
3/15/98
3/2/98
2/27/98
2/18/98
2/10/98
2/9/98
1/31/9810-Q
1/30/98
1/22/98
1/19/98
1/12/988-K
1/9/98
1/6/98
1/5/98
12/31/97
12/18/97
12/15/97
11/4/97
11/1/97
10/31/9710-Q
10/29/97
10/24/978-K
10/21/97
10/20/978-K
10/10/97
10/9/97
10/2/97
9/17/97
9/16/97
9/8/97
8/12/978-K
8/11/97
8/8/97
8/5/97
8/1/97
7/31/9710-K,  8-K
7/30/97S-8
7/17/97
7/15/97
6/27/97
6/24/97
6/1/97
4/30/9710-Q
4/9/97
10/25/96
8/1/96
7/31/96
7/26/96
7/20/96
6/13/96
5/31/96
3/23/96
11/9/95
7/31/95
 List all Filings 
Top
Filing Submission 0000352912-98-000010   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2022 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Sep. 30, 8:52:28.1pm ET