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

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Annual Report   —   Form 10-K
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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

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
		6/15/99		10-Q
		1/31/99		10-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:		7/31/98		10KSB/A,  8-K
		7/28/98		S-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
		4/30/98		10-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
		1/31/98		10-Q
		1/30/98
		1/22/98
		1/19/98
		1/12/98		8-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
		10/31/97		10-Q
		10/29/97
		10/24/97		8-K
		10/21/97
		10/20/97		8-K
		10/10/97
		10/9/97
		10/2/97
		9/17/97
		9/16/97
		9/8/97
		8/12/97		8-K
		8/11/97
		8/8/97
		8/5/97
		8/1/97
		7/31/97		10-K,  8-K
		7/30/97		S-8
		7/17/97
		7/15/97
		6/27/97
		6/24/97
		6/1/97
		4/30/97		10-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
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