WCVC 10-Q 09/30/17

10-Q 1 wcvc10q_093017apg.htm WCVC 10-Q 09/30/17 WCVC 10-Q 09/30/17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2017

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-54948

West Coast Ventures Group Corp.

(Exact name of registrant as specified in its charter)

Nevada

99-0377575

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

15400 W 64th Ave, Unit E1A, Arvada, Colorado

80007

(Address of principal executive offices)

(Zip Code)

(303) 423-1300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ ]

YES

[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Emerging growth company

[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

[ ]

YES

[X]


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ]	YES	[ ]	NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
30,506,544 common shares issued and outstanding as of November 17, 2017

FORM 10-Q

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements:	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7
Item 4.	Controls and Procedures	7

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	10

SIGNATURES		11

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

F-2

Condensed Consolidated Statements of Operations

F-3

Condensed Consolidated Statements of Cash Flows

F-4

Notes to Condensed Consolidated Financial Statements

F-5

F-1

WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Balance Sheets


	September 30, 2017	December 31, 2016
ASSETS	(Unaudited)
CURRENT ASSETS
Cash	$ 38,327	$ 76,487
Stock subscription receivable	3,733	-
Inventory	16,036	15,541
Prepaid expenses	25,314	26,063

Total current assets	83,410	118,091
FIXED ASSETS
Equipment	235,738	235,738
Leasehold improvements	172,588	158,787
Total fixed assets	408,326	394,525
Less: accumulated depreciation	(156,141)	(112,272)
Total fixed assets, net	252,185	282,253
OTHER ASSETS
Deposits and other assets	21,627	16,747
Intangible assets, net	128,225	128,870

Total other assets	149,852	145,617
Total Assets	$ 485,447	$ 545,961
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$ 97,028	$ 25,096
Accrued expenses	374,929	260,707
Deferred rent	49,783	46,823
Stockholder loan	141,851	76,535
Liabilities of discontinued operations	462,418	-
Notes payable to third parties	725,127	770,280
Total current liabilities	1,851,136	1,179,441
Total Liabilities	1,851,136	1,179,441
Commitments and contingencies	-	-

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 500,000 and 0 Series A issued and outstanding	500	-
Common stock, $0.001 par value, authorized 250,000,000 shares; 30,506,544 and 15,088,544 issued and outstanding, respectively	30,506	15,088
Additional paid-in capital	681,690	619,362
Accumulated deficit	(2,078,385)	(1,267,930)
Total stockholders’ deficit	(1,365,689)	(633,480)
Total Liabilities and Stockholders’ Deficit	$ 485,447	$ 545,961

The accompanying notes are an integral part of the condensed consolidated financial statements

F-2

WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months ended September 30,		Nine Months ended September 30,
	2017	2016	2017	2016
REVENUES
Restaurant revenue, net of discounts	$ 712,470	$ 701,682	$ 2,079,349	$ 1,848,935

COST AND EXPENSES
Restaurant operating costs:
Cost of sale - food and beverage	214,962	292,231	710,142	641,346
Wages and payroll taxes	213,780	222,079	594,819	526,452
Occupancy	131,988	135,319	391,529	324,838
Other restaurant costs	90,107	45,107	201,962	184,201
Depreciation and amortization	15,340	21,651	44,513	35,306
General and administrative expenses	126,722	87,280	355,394	283,670

Total costs and expenses	792,899	803,667	2,298,359	1,995,813

Loss from operations	(80,429)	(101,985)	(219,010)	(146,878)

Other expense
Pre-opening expenses	-	-	-	19,712
Interest expense	30,710	33,489	104,511	94,372

Total other expenses	30,710	33,489	104,511	114,084

Loss from continuing operations before income taxes taxes	(111,139)	(135,474)	(323,521)	(260,962)

Provision for income taxes	0	0	0	0

Net loss from continuing operations	(111,139)	(135,474)	(323,521)	(260,962)

Loss from discontinued operations, net of tax of $0	(486,932)	-	(486,932)	-

Net loss	$ (598,071)	$ (135,474)	$ (810,453)	$ (260,962)

Basic and diluted net loss per share - continuing operations	$ 0.00	$ (0.01)	$ (0.02)	$ (0.02)

Basic and diluted net loss per share - discontinued operations	$ (0.02)	$ 0.00	$ (0.04)	$ 0.00

Weighted average shares outstanding	28,060,892	15,088,544	19,460,178	10,767,892

The accompanying notes are an integral part of the condensed consolidated financial statements

F-3

WEST COAST VENTURES GROUP CORP.
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30,
(Unaudited)


	2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (323,521)	$ (260,962)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of share based compensation for services	-	18,498
Depreciation and amortization	44,513	35,306
Changes in operating assets and liabilities:
(Increase) decrease in inventory	(495)	1,114
Decrease in prepaid expenses	749	33,089
(Increase) in deposits and other assets	(4,880)	(7,069)
Increase (decrease) in accounts payable	71,932	(67,811)
Increase (decrease) in accrued expenses	114,222	(6,804)
Increase in deferred rent	2,960	15,123
Net cash used in operating activities - continuing operations	(94,520)	(239,516)
Cash flows from operating activities of discontinued operations	-	-

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(13,801)	(54,844)
Purchase of intangible assets	-	(4,300)
Net cash used in investing activities - continuing operations	(13,801)	(59,144)
Cash flows from investing activities of discontinued operations	-	-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock for cash	-	142,000
Proceeds from issuance of convertible note payable for cash	30,000	-
Proceeds from stockholder loan payable	69,049	-
Payments on stockholder loan payable	-	(18,825)
Proceeds from third party notes payable	180,488	249,640
Payments on third party notes payable	(209,376)	(132,966)
Net cash provided in financing activities - continuing operations	70,161	239,849
Cash flows from financing activities of discontinued operations	-	-

Net (decrease) in cash	(38,160)	(58,811)
CASH, beginning of period	76,487	16,436
CASH, end of period	$ 38,327	$ (42,375)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$ 75,029	$ 62,531
Cash paid for income taxes	$ -	$ -
Non-Cash Financing Activities:
Common stock issued for settlement of notes payable	$ -	$ 27,500
Issuance of note payable for Capitol Hill assets	$ -	$ 40,000
Issuance of common stock for subscription receivable	$ 3,733	$ -

The accompanying notes are an integral part of the condensed consolidated financial statements

F-4

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(1) NATURE OF OPERATIONS

West Coast Ventures Group Corp. (“our”, “us”, “we” ,“WCVC”or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On September 30, 2017, effective for accounting purposes on January 1, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition. Nixon Restaurant Group, Inc. (“NRG”) was formed on October 12, 2015, under the laws of the State of Florida. On October 19, 2015, NRG issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies under common ownership. The transaction was accounted for as a corporate reorganization between entities under common control. These consolidated financial statements reflect the reorganized capital structure retrospectively for all periods presented.

The Company operates 5 restaurants in the Denver, Colorado metro area. El Senor Sol - Evergreen is a Mexican restaurant which has been in operation for in excess of 5 (five) full years. The Company opened the first Illegal Burger restaurant in August 2013. It is co-located with the El Senor Sol restaurant. The second Illegal Burger was opened in Arvada in April 2014. The third Illegal Burger is located in Writer Square in downtown Denver and opened in late January 2016. The fourth Illegal Burger is located in the Capital Hill area of Denver and opened in late June 2016.

The Company plans to continue opening Illegal Burger restaurants, a quick casual high end restaurant with full liquor licenses. The Company expects to locate in other areas of the country over time, once it has opened all the locations in the metro Denver area that it plans to have.

The accompanying condensed consolidated financial statements include the activities of Nixon Restaurant Group, Inc., J&F Restaurant, LLC (El Senor and Illegal Burger Evergreen), Illegal Burger, LLC (Arvada), Illegal Burger Writer Square, LLC and Illegal Burger Capital Hill, LLC, its wholly owned subsidiaries.

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES

a) Basis of Presentation

The comparative amounts presented in these consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries Nixon Restaurant Group, Inc.; J&F Restaurant, LLC; Illegal Burger, LLC; Illegal Burger Writer Square, LLC and Illegal Burger Capital Hill, LLC. The Company has reflected the pre-acquisition results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

F-5

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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 these estimates. Significant estimates in the accompanying condensed consolidated financial statements involved the valuation of share-based compensation.

c) Property and Equipment

All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

d) Pre-opening Expenses

The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations.

e) Rent

The Company’s leases generally contain escalating rent payments over the lease term as well as optional renewal periods. The Company accounts for its leases by recognizing rent expense on a straight-line basis over the lease term, which includes reasonably assured renewal periods. The lease term begins when the Company has the right to control the use of the property, which is typically before rent payments are due under the lease agreement. The difference between the rent expense and rent paid is recorded as deferred rent in the consolidated balance sheet. Rent expense for the period prior to the restaurant opening is expensed in pre-opening costs.

f) Net Loss Per Share

Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended September 30, 2017 and 2016.

F-6

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

g) Income Taxes

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The tax years 2016, 2015 and 2014 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.

h) Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents.

i) Financial Instruments and Fair Value Measurements

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.

FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

F-7

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

i) Financial Instruments and Fair Value Measurements, continued

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

j) Impairment of Long-Lived Assets

A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.

k) Related Party Transactions

All transactions with related parties are in the normal course of operations and are measured at the exchange amount

l) Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2016-02 is expected to result in the recognition of right to use assets and associated obligations on its balance sheet.

m) Revenue Recognition

Revenues consist of sales from restaurant operations and other miscellaneous revenue. Revenues from restaurant sales are recognized when payment is tendered at the point of sale.

n) Inventories

Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market.

(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS

Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $0.8 million for the nine months ended September 30, 2017 and have an accumulated deficit of approximately $2.1 million and a negative working capital of approximately $1.8 million at September 30, 2017, inclusive of indebtedness which is in default. These conditions raise substantial doubt about our ability to continue as a going concern.

F-8

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS, continued

Failure to successfully continue to grow restaurant operation revenues could harm our profitability and materially adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing and opening restaurant operations.

We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The independent auditors’ report on our consolidated financial statements for the years ended December 31, 2016 contained an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

(4) FIXED ASSETS

Fixed assets consisted of the following:


	September 30, 2017	December 31, 2016
	(unaudited)
Beginning balance	$ 394,525	$ 330,169
Additions: Equipment	-	86,836
Additions: Leasehold improvements	13,801	29,570
Landlord reimbursement	-	(52,051)
Depreciation	(156,141)	(112,272)

Ending Balance	$ 252,185	$ 282,252

Depreciation expense was $43,868 and $35,153 for the nine months ended September 30, 2017 and 2016, respectively.

(5) INTANGIBLE ASSETS

In March 2016, as part of the acquisition of the Capital Hill location, the Company purchased the existing liquor license for $4,300 in cash. The Company will amortize this value over the remaining term of the lease.

Amortization expense was $645 and $154 for the nine months ended September 30, 2017 and 2016, respectively.

F-9

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(6) SHORT-TERM BANK REVOLVING LINES OF CREDIT

In 2016, the Company opened three short term revolving lines of credit with its bank to be utilized as overdraft protection and to cover short-term cash shortfalls. These lines were entered into by J&F Restaurants, LLC, with the two separate lines being tied to the bank accounts of El Senor Sol - Evergreen and Illegal Burger - Evergreen, and Illegal Burger, LLC - Arvada. In February 2017, the principal stockholder converted these lines to a personal line of credit collateralized as an equity line on his personal residence. The lines carried a variable interest rate of Wall Street Prime Index Rate plus 2.00%, which was 5.5% at December 31, 2016, and matures in March 2021. At September 30, 2017 the balances of these lines were $0; $0 and $0, respectively. At December 31, 2016 the balances were $20,000 for each line of credit.

(7) STOCKHOLDER LOAN

The principal stockholder of the Company has loaned the Company funds at various times on an undocumented loan basis with no stated interest rate. These loans were made principally to complete the conversion of the Illegal Burger - Arvada (2014) and Illegal Burger - Writer Square (2015 and 2016) and Illegal Burger Capital Hill (2016) locations. This stockholder loan balance was $141,851 and $76,535 at September 30, 2017 and December 31, 2016, respectively. In February 2017 the principal stockholder converted the three short-term bank revolving line of credits to a personal line of credit collateralized as an equity line on his personal residence.

(8) NOTES PAYABLE TO THIRD PARTIES

a) Future Receivables Sale Agreements

During 2017, 2016 and 2015, the Company entered into several agreements to obtain advances against future restaurant credit/debit card sales. The agreements provides for funding of various percentages of future qualified credit/debit merchant card receivables. Proceeds received from sales of future receivables during 2017 and 2016 totaled $150,488 and $131,490, respectively. At September 30, 2017 and December 31, 2016, the total payable balances inclusive of interest under the factoring agreements were $206,390 and $116,657, respectively.

b) One Year Note

In February 2016, the Company entered into a one year note with a third party for a loan of $88,000. This note was payable daily in the amount of $377 paid via ACH draft from the J&F Restaurants, LLC - El Senor Sol Evergreen bank account. This note carries interest at a 7% rate. This note was renewed on December 30, 2016, and the Company received $74,548 in cash, which is net of the $10,452 remaining balance. The new note is payable as a percentage of future qualified credit/debit merchant card receivables. The loan balance was $52,916 and $84,239 at September 30, 2017 and December 31, 2016, respectively.

c) Convertible One Year Notes

Between April and July 2015, the Company issued Convertible Promissory Notes to twelve individuals in exchange for $208,000 in cash. These notes all matured in one year from issuance and carried a 10% interest rate. All of the note holders agreed to convert their notes into shares of common stock at a conversion price of $0.10 per share.

F-10

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(8) NOTES PAYABLE TO THIRD PARTIES, continued

c) Convertible One Year Notes, continued

In 2017, the Company issued two Convertible Promissory Notes to one entity in exchange for $30,000 in cash. These notes mature in one year from issuance and carried a 10% interest rate.

d) Convertible Two Year Note

In January 2016, the Company issued a convertible note in the amount of $51,221. At issuance of the note, the Company recorded a beneficial conversion feature discount of $51,221. This note is due in January 2018 and carries a 4% interest rate. In July 2017, $30,000 of this note was converted into 3,000,000 shares of the Company’s common stock. At September 30, 2017, the unamortized discount is $5,188. This liability has been incorporated into liabilities from discontinued operations.

e) Third Party Note Payable

In March 2015, the Company entered into an agreement with a third party lender, who extended a $3,000,000 Senior Secured Note. Under the terms of this agreement, a first draw was taken the amount of $375,000 as a Revolving Note. The lender retained $59,713 of this draw as fees. Under the terms of this Note, the Company was required to replace their credit card/debit card merchant processing to the lender. The lender retained 100% of the credit card/debit card transactions, and forwarded four wire transfers to the Company over a six week period. The credit card/debit card transactions for this six week period amounted to $84,534. The lender remitted $42,379 of this amount to the Company. Of the $42,155 retained by the lender, $14,861 was applied as principal reduction, $7,088 was applied to interest expense and the remaining $20,206 was charged as fees. The Senior Secured Note also called for the payment of a $75,000 investment banking fee.

In May 2015, when it was determined that this repayment structure was not practical for a restaurant operation, the lender agreed to restructure the Revolving Note into a Replacement Promissory Note. This Replacement Promissory Note carries interest at a stated rate of 18% with a maturity of June 1, 2016. The lender charged the Company a $25,000 penalty to convert the Revolving Note into a Replacement Promissory Note.

The Replacement Promissory Note called for interest only payments in June, July and August 2015. Starting in September 2015, the terms called for the payment of interest, principal starting at $33,649 increasing monthly to $38,474 in June 2016, as the interest on the then outstanding balance fell. In addition the Note called for the payment of a $10,600 Redemption Premium as part of the total monthly payment of $49,651.

As a direct result of delays in opening the new Writer Square location, the lender agreed to interest only payments via ACH draft every Monday. In June 2015, the Company paid $1,080 per week, which was increased to $1,200 per week for July 1 through October 15, 2015. It was then increased to $1,500 per week from October 16, 2015 through the third week of March 2016, when it was increased to $2,000 per week.

F-11

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(8) NOTES PAYABLE TO THIRD PARTIES, continued

The Company is in a technical default on this Replacement Promissory Note. At September 30, 2017 and December 31, 2016 the principal balance of the loan is $322,220 and $322,220, respectively. The Company also accrued the $25,000 conversion penalty, the $75,000 investment banking fee and the $106,000 redemption premiums as accrued interest because the Replacement Promissory Note allows for prepayment but all these “fees” are due upon prepayment.

f) Third Party Note Payable, continued

Certain third parties have advanced funds to WCVC to fund its ongoing operations. These advances have been formalized into demand notes payable, which, at September 30, 2017, amounted to $54,039 and carry a 5% interest rate. WCVC has a $250,000 note payable which is due in April 2018 and carries a 5% interest rate. These liabilities have been incorporated into liabilities from discontinued operations.

g) Capital Hill Purchase Notes Payable

In March 2016, as part of the closing on the Capital Hill location, the seller took back two promissory notes. One of these notes was for $25,000 and carried interest at a rate of 6% with a six month term with equal monthly payments. The balance of this note was $6,344 at December 31, 2016 and $0 at September 30, 2017. The second note was for $15,000 and carried no stated interest and was due in a single lump sum payment in May 2016. The second note was paid in full during 2016.

(9) STOCKHOLDERS’ DEFICIT

At September 30, 2017 and December 31, 2016, the Company has 250,000,000 shares of par value $0.001 common stock authorized and 30,506,544 and 15,088,544 issued and outstanding, respectively. At September 30, 2017 and December 31, 2016, the Company has 10,000,000 shares of par value $0.001 preferred stock authorized and 500,000 and 0 issued and outstanding, respectively.

During 2017, the Company issued 112,000 shares in exchange for $50,000 in cash. During 2017, the Company issued 500,000 shares of preferred stock and 5,418,000 shares of common stock in connection with the reverse acquisition of Nixon Restaurant Group, Inc.

The rights and privileges of the Series A preferred stock are solely as a “super voting” stock, whereby each one share of Series A holds votes amounting to the equivalent of 100,000 shares of common stock. Therefore, the 500,000 shares of Series A issued and outstanding hold an aggregate votes equal to 500,000,000 common shares. The Series A shares have no dividend rights, no liquidation preferences, are not transferable and can be redeemed by the holder for $5,000 in cash from the Company for the entire 500,000 share block at the holder’s option.

F-12

WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(10) COMMITMENTS AND CONTINGENCIES

a) Real Property Leases

The Company leases 4 (four) restaurant spaces from unrelated parties. Rent expense paid was $321,923 and $296,908 for the nine months ended September 30, 2017 and 2016, respectively.

Future minimum lease payments under these real property lease agreements are as follows:


For the Year Ending December 31,	ESSE	IBE	IBA	IBWS	IBCH	Total
2017 (three months)	$ 13,412	$ 9,700	$ 17.798	$ 24.300	$ 16.057	$ 81.267
2018	$ -	$ -	$ 72,616	$ 98,107	$ 65,511	$ 236,234
2019	$ -	$ -	$ 74,795	$ 102,643	$ 67,477	$ 244,915
2020	$ -	$ -	$ 77,038	$ 102,643	$ 69,501	$ 249,182
2021	$ -	$ -	$ 25,931	$ 102,643	$ 23,394	$ 151,968
Thereafter	$ -	$ -	$ -	$ 424,259	$ -	$ 424,259
Total minimum lease payments	$ 13,412	$ 9,700	$ 268.178	$ 854.595	$241.939	$ 1.387.824

ESSE: El Senor Sol - Evergreen; IBE: Illegal Burger - Evergreen; IBA: Illegal Burger - Arcada; IBWS - Illegal Burger - Writer Square; IBCH - Illegal Burger - Capital Hill

b) Other

The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations.

(11) CONCENTRATIONS OF CREDIT RISK

a) Cash

The Company maintains its cash in bank deposit accounts, which may, at times, exceed federally insured limits. The Company had no cash balance in excess of FDIC insured limits at September 30, 2017 and December 31, 2016.

(12) SUBSEQUENT EVENTS

a) Real Property Leases

The Company’s leases for El Senor Sol – Evergreen and Illegal Burger – Evergreen locations expired on August 31, 2017. The Company is currently leasing on a month to month basis and is negotiating new lease terms for these locations.

F-13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only forecasts and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our” and "West Coast Ventures" mean West Coast Ventures Group Corp. and our wholly-owned subsidiaries , Nixon Restaurant Group, Inc.; J&F Restaurant, LLC; Illegal Burger, LLC; Illegal Burger Writer Square, LLC and Illegal Burger Capital Hill, LLC., unless otherwise indicated.

General Overview

Our company was incorporated on September 16, 2011 in the State of Nevada under the name "Energizer Tennis Inc.". On October 4, 2017, effective for accounting purposes on January 1, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition. Nixon Restaurant Group, Inc. (“NRG”) was formed on October 12, 2015, under the laws of the State of Florida. On October 19, 2015, NRG issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies under common ownership. The transaction was accounted for as a corporate reorganization between entities under common control.

Each of our Illegal Burger restaurants offers a full bar. Each of our restaurants offers a full menu and alcoholic beverages including liquor. Our Illegal Burger restaurants offer consumers a practical alternative to the over

commercialized healthy dining craze by offering a variety of burgers made with all never frozen, hormone free beef, french fries, cheesy taters and adult and virgin milk shakes including Nutella, peanut butter, caramel, Oreo, vanilla, chocolate and strawberry as well as a full bar. Our El Senor Sol restaurant offers Mexican food and a full bar including tequila menu.

On December 31, 2016, our board of directors approved a change of our fiscal year end from April 30 to December 31.

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

Revenue

For the three months ended September 30, 2017, revenue was approximately $712,000 compared to approximately $702,000 for the three months ended September 30, 2016. The year over year increase of approximately 1.4% was mainly attributable to the Writer Square and Capital Hill locations having been open for the entire three months in 2017.

Cost of Sales

Ongoing restaurant cost of sales decreased from approximately $716,400 to approximately $666,200, or 7%. This decrease was primarily due to better controls on the costs of operations.

Gross Profit

Our ongoing restaurant operations gross profit was approximately ($14,400) and approximately $45,800 for the three months ended September 30, 2016 and 2017, respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2016 were approximately $87,300 compared to approximately $126,700 for the same period 2017. The 45% increase was the result of several areas of expenses having increases in preparation for the completion of the reverse acquisition.

Net Loss

Net loss for the three months ended September 30, 2016 was approximately ($135,500) compared to a net loss of approximately ($111,100) for the same period ended September 30, 2017. This 18% decrease in the loss was almost entirely due to the decreased Cost of Sales.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Revenue

For the nine months ended September 30, 2017, revenue was approximately $2,079,300 compared to approximately $1,848,900 for the nine months ended September 30, 2016. The year over year increase of approximately 12.5% was mainly attributable to the Writer Square and Capital Hill locations having been open for the entire nine months in 2017.

Cost of Sales

Ongoing restaurant cost of sales increased from approximately $1,712,100 to approximately $1,943,000, or 13.5%. This increase was primarily due to a corresponding increase in sales for the nine months. Our ongoing restaurant cost of sales, as a percentage of sales, was approximately 92.6% and 93.4% for the nine months ended September 30, 2016 and 2017, respectively.

Gross Profit

Our ongoing restaurant operations gross profit was approximately $136,800 and approximately $136,400 for the nine months ended September 30, 2016 and 2017, respectively. Our ongoing restaurant gross profit, as a percentage of sales, was approximately 7.4% and 6.6% for the nine months ended September 30, 2016 and 2017, respectively.

General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2017 were approximately $355,400 compared to approximately $283,700 for the same period 2016. The 25.3% increase was the result of several areas of expenses having significant increases in preparation for the completion of the reverse acquisition.

Net Loss

Net loss for the nine months ended September 30, 2016 was approximately ($261,000) compared to a net loss of approximately ($324,000) for the same period ended September 30, 2017. This 23.9% increase in the loss was almost entirely due to the increased General and Administrative Expenses.

Liquidity and Capital Resources

Cash Flow Activities

Cash decreased approximately $38,200 from approximately $76,500 at December 31, 2016 to approximately $38,300 at September 30, 2017. This decrease principally was a result of approximately $94,500 in funds used in operations and approximately $70,200 in funds provided by financing activities.

Financing Activities

During the nine month period ended September 30, 2017, the Company received proceeds from the issuance of third party debt of approximately $210,500, approximately $69,000 from a stockholder loan and repaid approximately $209,400 of third party debt. During 2016, the Company received proceeds from the issuance of third party debt of approximately $249,600 and $142,000 for the sale of common stock and repaid approximately $133,000 of third party debt and approximately $18,800 to the stockholder.

Going Concern

The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2016 contains a going concern qualification as we have sustained net losses since our inception. We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are

prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.

Use Of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.

Stock-Based Compensation. ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Our company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Long-lived Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2017. This evaluation was carried out under the supervision and with the participation of our President and our Chief Financial Officer. Based upon that evaluation, our President and Chief Financial Officer concluded that, as of March 31, 2017, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2017, our disclosure controls and procedures were not effective for the following reasons: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2017: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2017, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material pending legal proceedings to which our company is a party or of which any of our properties, or the properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

WCVC issued 7,000,000 shares of common stock to a related party in exchange for a subscription receivable of $3,733.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number	Description
(3)	Articles of Incorporation
3.1	Articles of Merger by and between the Company and its wholly owned subsidiary, West Coast Ventures Group Corp, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.1 to the Company’s Annual Report on Form 10-K)
3.2	Certificate of Amendment of Articles of Incorporation, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.2 to the Company’s Annual Report on Form 10-K)
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer
31.2*	Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith. ** Furnished herewith.

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.


		WEST COAST VENTURES GROUP CORP.
		(Registrant)


Dated: November 20, 2017		/s/ James M. Nixon
		James M. Nixon
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)