-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AZM0HmPPYtb0ZxauOWIZg0kLvDFvRr5Uf6PzOqqMEaKy5Ta+NG3IZDrQnWUZu8F+ S34yy8RPYELqEkGpzDYe8A== 0000949728-01-500012.txt : 20010820 0000949728-01-500012.hdr.sgml : 20010820 ACCESSION NUMBER: 0000949728-01-500012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TRADING COM CENTRAL INDEX KEY: 0000949728 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880106514 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29987 FILM NUMBER: 1718067 BUSINESS ADDRESS: STREET 1: 19762 MACARTHUR BLVD STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9495596955 MAIL ADDRESS: STREET 1: 19762 MAC ARTHUR BLVD STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: UNITED CASINO CORP DATE OF NAME CHANGE: 20000222 10QSB 1 doc1.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2001 Commission File Number: 0-29987 UNITED TRADING.COM (Exact name of small business issuer as specified in its charter) Nevada 88-0106514 ------ ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 19762 MacArthur Blvd., # 300 Irvine, California (Address of principal executive offices) 92612 (Zip Code) (949) 553-9660 --------------- (Issuer's Telephone Number) -------------------------------------------------- (Former name, former address and former fiscal year, if changed last report) Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the past 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: Yes [X] No [ ]. --- --- The number of shares of the registrant's only class of common stock issued and outstanding, as of June 30, 2001, was 41,208,104 shares. 1 PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three month and six month periods ended June 30, 2001, are attached hereto. 2
UNITED TRADING.COM (A Development Stage Enterprise) BALANCE SHEET June 30, 2001 ASSETS ------ June 30, 2001 Dec. 31, 2000 (Unaudited) ------------ ------------- CURRENT ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . . $ 5,381 21,975 Current portion of contacts receivable (Note 2) . - 270,000 Deposits. . . . . . . . . . . . . . . . . . . . . - 25,000 ------------ ---------- Total Current Assets . . . . . . . . . . . . . . . . 5,381 316,975 ------------ ---------- PROPERTY AND EQUIPMENT Fixed Assets (Net of depreciation of $ 4,862) - 13,958 ---------- Total Property and Equipment . . . . . . . . . - 13,958 ------------ ---------- OTHER ASSETS Contracts receivable. . . . . . . . . . . . . . . - 270,000 Software for Licensing (net of amortization of none and $58,334) (Note 3) . . - 575,884 ------------ ---------- - 845,884 ------------ ---------- Total Assets . . . . . . . . . . . . . . . . . $ 5,381 1,176,817 ============ ========== Liabilities and Shareholder Equity CURRENT LIABILITIES. . . . . . . . . . . . . . . . . - - OTHER LIABILITIES Advances/deposits . . . . . . . . . . . . . . . . - 91,300 Deferred income taxes (Note 4). . . . . . . . . . - 40,000 ------------ ---------- - 131,300 ------------ ---------- STOCKHOLDERS' EQUITY Common Stock Par value $0.001 (50,000,000 shares authorized, 41,208,104,and 41,208,104 issued and outstanding). . . . . . . . . . . . . . . . 41,208 41,208 Additional Paid-in Capital. . . . . . . . . . . . 1,131,771 1,131,771 Retained Deficit - accumulated during Development Stage. . . . . . . . . . . . . . . (1,167,598) (127,463) ------------ ---------- Total Stockholders' Equity. . . . . . . . . . . . 5,381 1,045,516 ------------ ---------- Total Liabilities and Stockholders' Equity . . . . . . . . . $ 5,381 1,176,816 ============ ========== See accompanying notes to financial statements
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UNITED TRADNG.COM (A Development Stage Enterprise) STATEMENT OF OPERATIONS (Unaudited) Three Months Three Months Ended Ended June 30, 2001 June 30, 2000 --------------- --------------- REVENUES. . . . . . . . . . . . . . . . . . . . $ - $ - EXPENSES General and Administrative . . . . . . . . . 5,091 20,231 Loss from write-down of software . . . . . . 538,492 - Loss from write-down of notes receivable . . 406,067 - Depreciation and Amortization. . . . . . . . 32,396 1,301 --------------- --------------- Total Expenses. . . . . . . . . . . . . . 982,046 21,532 --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (982,046) $ (21,532) --------------- --------------- Income Taxes (Note 4) . . . . . . . . . . . . . 16,000 - --------------- --------------- Net Income (Loss) . . . . . . . . . . . . . . . $ (966,046) $ (21,532) =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . $ (0.023) $ (0.001) =============== =============== Weighted Average number of Common Shares outstanding, basic and diluted adjusted for 1/50 reverse split in 1999 and 3 for one forward split in 2000. . . . . 41,208,104 29,234,292 =============== =============== See accompanying notes to financial statements
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UNITED TRADING.COM (A Development Stage Enterprise) STATEMENT OF OPERATIONS (Unaudited) Inception Six Months Six Months December 31, 1994 Ended Ended Thru June 30, 2001 June 30, 2000 June 30, 2001 --------------- --------------- --------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 544,894 Sales. . . . . . . . . . . . . . . . . . . . - - 770,000 Interest Income. . . . . . . . . . . . . . . - - 3,764 --------------- --------------- --------------- Total Revenues. . . . . . . . . . . . . . - - 1,318,658 EXPENSES General and Administrative . . . . . . . . . 70,785 38,982 1,031,725 Allowance for Uncollectable Debt . . . . . . - - 160,937 Loss from write-down of software . . . . . . 538,492 - 538,492 Loss from write-down of notes receivable . . 406,067 - 406,067 Depreciation and Amortization. . . . . . . . 64,792 1,975 164,508 --------------- --------------- --------------- Total Expenses. . . . . . . . . . . . . . 1,080,136 40,957 2,301,729 --------------- --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (1,080,136) $ (40,957) $ (983,071) Income Taxes (Note 4). . . . . . . . . . . . 40,000 - - --------------- --------------- --------------- Net Income (Loss) After Taxes . . . . . . . . . $ (1,040,136) $ (40,957) $ (983,071) =============== =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . ($0.025) ($0.001) ($0.271) =============== =============== =============== Weighted Average number of Common Shares outstanding, basic and diluted adjusted for 1/50 reverse split in 1999 and 3/1 forward spit in October, 2000 . . 41,208,104 38,992,947 3,628,099 =============== =============== =============== See accompanying notes to financial statements
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UNITED TRADING.COM (A Development Stage Enterprise) STATEMENT OF CASH FLOWS (Unaudited) Inception Six Months Six Months Dec 31, 1994 Ended Ended Thru June 30, 2001 June 30, 2000 June 30, 2001 --------------- --------------- --------------- OPERATING ACTIVITIES - ---------------------------------- Net Income (Loss). . . . . . . . . . . . . . . . $ (1,040,136) $ (40,957) ($1,167,599) Adjustments to reconcile Net Loss to Cash provided (used) by operating activities: Depreciation and Amortization . . . . . . . . 64,792 1,975 140,963 Loss on disposal of office Furniture & Equip. 10,258 - 15,972 Loss on write-off of software for license . . 538,492 - 538,492 loss on cancellation of notes receivable. . . 406,067 - 406,067 Changes in operating assets and liabilities: Decrease (increase) in Deferred Offering Costs . . . . . . . . . . . . . . - 15,550 - Increase (decrease) in Accounts Payable . . . - (27,083) - (Increase) decrease in Receivable from Software License Sales . . . . . . . . . . 133,933 - (406,067) Increase (decrease) in Advance License Fees . (91,300) - - (Increase) decrease in Deposits . . . . . . . 25,000 50,000 - Increase (decrease) in Deferred Taxes . . . . (40,000) - - --------------- --------------- --------------- Net cash provided by Operating Activities. . . . 7,106 (515) (472,172) --------------- --------------- --------------- INVESTMENT ACTIVAITIES - -------------------------------------- Decrease (increase) in Property and Equipment. . . . . . . . . . . . . . . . . - (2,346) (36,318) Decrease (increase) in Software for License. . . . . . . . . . . . . . . . . . (27,399) (391,131) (661,617) Decrease (increase) in Organization Costs . . - - (1,191) --------------- --------------- --------------- Net cash (used) by Investment activities . . . . (27,400) (393,477) (699,126) --------------- --------------- --------------- FINANCING ACTIVITIES - --------------------------------- Disposal of Office Furniture & Equip. . . . . 3,700 - 3,700 Increase (decrease) in Common Stock . . . . . - 430,450 1,172,979 --------------- --------------- --------------- Net cash provided by Financing Activities. . . . 3,700 430,450 1,176,679 --------------- --------------- --------------- Increase (decrease) in Cash. . . . . . . . . . . (16,594) 36,458 5,381 Cash at Beginning of Period. . . . . . . . . . . 21,975 3,458 - --------------- --------------- --------------- Cash at End of Period. . . . . . . . . . . . . . $ 5,381 $ 39,916 $ 5,381 =============== =============== =============== See accompanying notes to financial statements
6 UNITED TRADING.COM (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS March 31, 2001 NOTE 1 - Basis of Presentation ------------------------ The accompanying consolidated balance sheet of United Trading.Com (A Development Stage Company) at June 30, 2001, and the consolidated statements of operations for the three month and six month periods ended June 30, 2000 and 2001 and the cumulative period during the development stage through June 30, 2001 and the statements of cash flows for three month and six month periods ended June 30, 2000 and 2001 and the cumulative period during the development stage through June 30, 2001, have been prepared by the Company's management and they do not include all information of the financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended December 31, 2000. Operating results for the three month and six month periods ended June 30, 2001, are not necessarily indicative of the results that can be expected for the year ending December 31, 2001. NOTE 2 - Contracts Receivable The Company had 2 contacts each outstanding for the licensed use of its casino and sports book software at March 31, 2001. These contracts were cancelled effective June 30, 2001 and replaced by a License Agreement calling for 7 1/2 percent of the net revenues from the Licensee's use of the Software for its own account of from any sub-license of the Software. The Company recorded a loss of $406,067 from the write-off of the contracts. NOTE 3 - Software for Licensing The Company capitalized costs of developing its Software for Licensing as costs were incurred, and began amortizing such costs in the final quarter of 2000. Amortization was also taken in the three and six months ended June 30, 2001 in the amounts of $32,396 and 64,792 respectively. The unamortized balance of expenditures for the development of the Software for Licensing was written off to expense effective June 30, 2001 due to the Company's inability to determine the future worth of the License for use of the Software. The Company recorded a loss, net of accumulated Amortization, of $538,492 in the quarter ended June 30, 2001. Note 4 - Income Taxes The Company recorded $40,000 in deferred income taxes in the year ended December 31, 2000 based on income reported in 2000. Due to losses in the three and six month periods ended June 30, 2001, these deferred taxes were eliminated; $24,000 in the quarter ended March 31, 2001, and $16,000 in the quarter ended June 30, 2001. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS The following discussion should be read in conjunction with the Financial Statements and notes thereto included herein. Malt Limited, a Cook Islands corporation, the holder of a license from the Company to utilize the company's Casino and Sports Book software informed the Company that it has been unable to maintain its Internet connection in the Cook Islands and informed the Company that it would not make any future payments on its license agreements with the Company. At approximately the same time, In May, 2001, the Company's chief software programmer terminated his association with the company. The Company in attempting to maintain the software programs retained outside consultants to continue the maintenance and upgrades to the software programs. Following extensive review, the Company determined that the cost of maintaining and upgrading the software was greater than they were willing to expend. Due to this fact, the Company terminated the License Agreement with Malt Limited and has renegotiated the license agreement with Recantoazal for use of the proprietary Casino and Sports Book software whereby Recantoazal, the Licensee, will be solely responsible for all future maintenance and upgrades to the software in exchange for the Company receiving a royalty interest in any future use of the software by the Licensee. Since, under the newly negotiated License Agreement, the Company will have no further input into the control or use of the software, and is unable to determine the future economic value of the License Agreement, the Company has written off to expense all past expenditures for the development of the software (approximately $538,000). Also, under the newly negotiated License Agreement, effective June 30, 2001, the previous License Agreements were cancelled resulting in the write-off of Receivables from Recantoazal in the quarter ended June 30, 2001 in the amount of $196,000. Based on the above facts, the License Agreements with Malt Limited for both the Casino and Sports Book software were also cancelled by the Company effective June 30, 2001 resulting in the write-off of receivables from Malt Limited of approximately $210,000 in the quarter ended June 30,2001. The issuer is presently beginning a strategic analysis for determining potential mergers and acquisitions over the next twelve months. Issues of primary importance in determining the right acquisition include (a) industry-leading technology/viable business operation (b) strategic compatibility (c) market opportunity (d) sales and earnings (e) original capitalization of the merger candidate (f) additional capital required to fund operations (g) existing management/infrastructure (h) competition and (i) liabilities and contingent exposure. Management will utilize this analysis to establish target parameters for an acquisition search. Due to existing economic and market conditions, the timeframe for an initial merger transaction may extend beyond a twelve-month period. The issuer anticipates the cash requirements to be minimal during the acquisition period. Forward Looking Statements In connection with, and because it desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on the behalf of the Company, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company. The Company disclaims any obligation to update forward looking statements. 8 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - NONE ITEM 2. CHANGES IN SECURITIES a) NONE b) NONE c) There were no sales of securities made by the Company during the three and six month periods ended June 30, 2001. d) None ITEM 3. DEFAULTS UPON SENIOR SECURITIES: - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: - none ITEM 5. OTHER INFORMATION - NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (a) Exhibits - 10.1 License Agreement with Recantoazal for the use of Casino and Sports Book Software. (b) Reports on Form 8-K: - July 24, 2001, Report of additional member to the Board of Directors, Mr. James Hancock, and resignation of Mr. Norman Wright, President and Director. Pursuant to the requirements 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. UNITED TRADING.COM Date: August 17, 2001 By: /James L. Hancock --------------------------- James L. Hancock, President 9 EX-10.1 3 doc2.txt Exhibit 10.1 RECANTOAZAL SOFTWARE LICENSE AGREEMENT THIS AGREEMENT is entered into this 6th day of August, 2001, BETWEEN: RECANTOAZAL S.A., with registered offices in San Jose, Costa Rica; (hereinafter referred to as "Recantoazal" or the "Licensee") AND UNITED Trading.Com. with offices at 19762 MacArthur Blvd., Suite 300, Irvine, CA 92612;(hereinafter referred to as "United" or the "Licensor") WHEREAS, A. UNITED owns rights to Internet Casino and Sports Book software (the "Software"); B. UNITED has licensed the use of the Software to Recantoazal; and C. United and Recantoazal wish to enter into an new agreement revising the terms of the previous agreements for the use of such Software. NOW THEREFORE, in consideration of the premises and mutual covenants herein set forth, the parties agree as follows: 1. GENERAL PROVISIONS - ----------------------- 1.1 DEFINITIONS 1.1.1 "Licensed Software" shall mean a licensed data processing program or micro program consisting of a series or sequence of signals, or instructions, statements, or fonts stored on any media in machine readable form, and any related licensed materials such as, but not limited to, graphics, flow charts, logic diagrams, manuals, and listing made generally available by UNITED for use in connection with the licensed programs. The Licensed Software shall consist of a Casino and Sports Book. The Casino shall have various games of chance which includes, but are not limited to, blackjack, double exposure blackjack video poker (jacks or better and deuces wild), eight-way slot machine and Lottery. The Sports Book Software shall have the ability to receive wagers or bets on sporting events from players throughout the world. 1.1.2 "Hardware" shall mean all the necessary computers, routers, cabling, monitors, hard drives, back-up systems, and other equipment as may be required in order to store, distribute and run the Licensed Software. 1.1.3 "Games" shall mean the casino style games, that are played using the Licensed Software and is available from time to time. 1.1.4 "Customer Information" shall mean all data collected and stored on customers including, without limiting the generality of the foregoing, name, address, phone and fax number, e-mail address, credit card numbers and expiration dates or information on other types of payments, amounts wagered and frequency of wagering. 1.1.5 "Confidential Information" shall mean material in the possession of UNITED which is not generally available to or used by others or the utility or value of which is not generally known or recognized as standard practice, including, without limitation, all financial business and personal data relating to UNITED's clients, any non-public information about affiliates, subsidiaries, consultants and employees of UNITED or its affiliates, business and marketing plans, strategies and methods, studies, charts, plans, tables and compilations of business industrial information, computer software and computer technology whether patentable, copyrightable or not, which is acquired or developed by or on behalf of UNITED or its affiliates from time to time. 1.2 INDEMNIFICATION 1.2.1 The Licensee acknowledges and agrees that neither UNITED nor any of its members, shareholders, directors, officers, employees or representatives will be liable to the Licensee or any of the Licensee's customers for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with this Agreement, the services or the Hardware or any other information, material or services provided by UNITED to the Licensee under this Agreement. If, despite the foregoing limitations, UNITED or any of its shareholders, directors, officers, employees or representatives should become liable to the Licensee or any other person (a "Claimant") in connection with this Agreement, then the maximum aggregate liability of UNITED, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the Claimant or the amount of the Licensee's fees payable by the Licensee to UNITED for the six months prior to the loss. 1.2.2 The Licensee shall indemnify and save harmless UNITED and its members, shareholders, directors, officers, employees, agents, contractors, representatives, parent company, or subsidiaries (together, the "Indemnified Parties") from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded asserted or claimed against any of the Indemnified Parties by any licensing or government agency who licenses, regulates, or otherwise governs the licensing or use of Internet gambling in connection with the Licensee's activities under this Agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by the Licensee. 1.2.3 Notwithstanding anything in this Section 1.2, if UNITED is found guilty of fraud in executing its' obligations under this Agreement, the Licensee shall not be responsible for any indemnification of the Indemnified Parties to the extent that the fraud has caused there to be damages. 1.3 CONDITIONS OF LICENSE This license is granted under the following conditions: 1.3.1 UNITED and the Licensee acknowledges that its rights in and to the Licensed Software may be assigned, re-licensed or otherwise transferred by operation of law without the prior written consent of UNITED, provided however that any net proceeds from such assignment, re-license or transfer will be included in the remuneration to UNITED as outlined in Section 1.5 below, and that Licensee is responsible for all communication with the Sub- licensee and UNITED will have no responsibility in this regard; 1.3.2 UNITED shall not be responsible for failure of or performance of the Software. 1.3.3 UNITED acknowledges that this is an exclusive agreement with Licensee and that UNITED will not license the Licensed Software to any other party. 1.3.4 The Licensee shall be responsible for ensuring that they are operating the Licensed Software in compliance with any and all applicable state, provincial, national, and international laws. 1.4 TERM AND TERMINATION 1.4.1 This Agreement shall commence and be deemed effective on the date when fully executed (the "Effective Date"). This Agreement is in effect for a period of five-(5)years and (the "Term") and shall automatically terminate at the end of such period. 1.4.2 Licensee may terminate this Agreement at any time by giving written notice to UNITED and returning all copies of the Software to UNITED. 1.4.3 UNITED may terminate this Agreement if Licensee is in violation of this Agreement and remains in violation thirty (30) days following notice in writing to Licensee by UNITED of such violation, in which case Licensee shall immediately return all copies of the Software to UNITED. 1.4.4 UNITED may terminate this Agreement at any time upon thirty (30) days notice if the Licensee becomes bankrupt or insolvent or ceases carrying on business for any reason. In the event UNITED terminates this Agreement under this section 1.4.4 and demands return of the Software, UNITED agrees to reimburse Licensee for necessary and documented costs incurred by Licensee to maintain and upgrade the Software in an amount not to exceed seventy-five thousand dollars ($75,000), which shall be deposited with irrevocable instruction with a third party to be paid upon delivery of the Software and all copies thereof. 1.4.5 Upon termination of this Agreement, based upon breach by the Licensee, the Licensee shall immediately return to UNITED all copies of the Software, and any and all of UNITED's materials which UNITED has a proprietary right to in that they are in the Licensee's possession and/or in the possession of the Licensee's agents, servants and employees. 1.4.6 Upon termination of this Agreement, all Customer Information shall be given to the Licensee and UNITED shall not make use of or disclose any Customer Information to any third party. 1.5 REMUNERATION 1.5.1 The Licensee shall pay to UNITED a license fee equal to seven and one-half percent (7.5%) of the net proceeds of any and all use of the Software licensed under this Agreement. Net Proceeds is defined as any revenues from the re-license, assignment of. or other use of the Software by the Licensee or other user of the Software less all costs of operations of the Licensee including but not limited to , direct and indirect operating expenses of the Internet connections, depreciation of furniture fixtures and equipment, rent, salaries and wages of employees and consultants to the Licensee, and other costs actually incurred in the operation of Licensee's computer/Internet facility. 1.5.2 Net Proceeds shall be calculated on a quarterly basis and UNITED's License fee as defined in this Section 1.5 shall be paid to UNITED within thirty (30) calendar days following the end of each calendar quarter. 1.5.3 UNITED, at its sole cost, shall have the right to audit any and all of Licensee's financial records to verify the License Fee due UNITED. Any such audit shall be conducted by an auditor approved by the Licensee, which approval shall not be unreasonably withheld, or appointed by a court of competent jurisdiction. 1.6 CONFIDENTIALITY 1.6.1 UNITED shall not disclose, publish, or disseminate customer or other confidential Licensee information to anyone; and UNITED agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of such Information. UNITED agrees not to use such Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of the Licensee in each instance. 2.1 OBLIGATIONS OF THE LICENSOR 2.1.1 UNITED shall not be required to upgrade or otherwise maintain the Software. Licensee takes license to the software in an "as-is" condition, and assumes all responsibility to maintain the Software. 2.1.2 Licensee shall repair and correct any problems that may arise from time to time which would cause it to be unable to utilize the Software as envisioned under this Agreement, and in consideration thereof, UNITED shall transfer all of its right, title and interest to the Licensee on the fifth (5th)anniversary of the execution of this Agreement. 2.2 THE LICENSED SOFTWARE 2.2.1 Licensee shall be responsible for the installation of the Licensed Software on the Hardware. 2.2.2 UNITED makes no warrantees that the Licensed Software correctly implements algorithms, or that pseudo-random numbers used by the software for the purposes of choosing game outcomes and shuffling cards are generated in an unbiased manner. Licensee assumes all responsibilities in this regard, and is granted full authority to implement such outcomes as desired by Licensee. 2.3 FINANCIAL TRANSACTIONS 2.3.1 Licensee shall provide its own transaction processing system that will allow the its customers to deposit funds for use of the Games (the "Transaction Processing System"). 2.3.2 UNITED shall not be responsible for processing credit card transactions. 2.3.3 The Licensee shall be responsible for all aspects of collecting and paying funds, in accordance with this Agreement. 2.3.4 UNITED shall have no rights whatsoever in or to the Transaction Processing System and should this Agreement be terminated for any reason, Licensee shall maintain any and all right thereto. 2.4 TECHNICAL SUPPORT 2.4.1 UNITED shall not be required to provide any Technical Support to Licensee, and Licensee shall be responsible for any and all maintenance of the Software. 3.1 OBLIGATIONS OF THE LICENSEE 3.1.1 Licensee shall supply the Hardware as defined in this Agreement. 3.1.2 Licensee shall maintain the Hardware and Software and pay all costs for maintaining the Hardware and Software. 3.1.3 The Hardware shall, at all times, remain the property of Licensee. 3.2 MARKETING 3.2.1 The Licensee shall be responsible for all marketing of the services offered through the Licensed Software. 3.3 REGULATORY ISSUES 3.3.1 The Licensee shall be solely responsible for determining which jurisdictions they choose to market to and receive wagers from. 3.3.2 The Licensee shall be responsible for determining the legality of accepting wagers in whichever jurisdictions they choose to market to and receive wagers from. 3.4 THE WEB SITE 3.4.1 The Licensee shall construct and maintain the entire web site(s) where the Software is to be made available to the Licensee's customers (the "Web Sites"). 3.4.2 The Licensee shall pay for any and all Uniform Resource Locators ("URL's") that the Licensee deems necessary to properly market the Licensed Software. 3.4.3 The Licensee shall have the right to make any changes to the Web Sites the Licensee feels appropriate. No changes will be effected by UNITED. 3.4.4 UNITED shall not in any way be responsible for the design of the Web Sites utilized by the Licensee. 4 STANDARD CLAUSES - --------------------- 4.1 NOTICES Unless otherwise provided in this Agreement, any notice provided for under this Agreement shall be in writing and shall be sufficiently given if delivered personally, or if transmitted by facsimile with an original signed copy delivered personally within twenty-four hours thereafter, or mailed by prepaid registered post addressed to UNITED at their respective addresses set forth below or at such other than current address as is specified by notice. To UNITED: United Trading.Com 19762 MacArthur Blvd. Suite 300 Irvine, CA 92612 To the Licensee: Recantoazal S.A. Apartado 90-1007 Centro Colom, Paseo Colom, San Jose, Costa Rica 4.2 ENTIRE AGREEMENT AND SCHEDULES The parties agree that this Agreement and its Schedule, if any, constitute the complete and exclusive statement of the terms and conditions between the Licensee and UNITED covering the performance hereof, and cannot be altered, amended or modified except in writing executed by an authorized representative of each party. 4.3 GOVERNING LAW AND ARBITRATION Any dispute in connection with this Agreement shall be settled by arbitration in accordance with any Arbitration Act agreed upon between the parties; provided, however, should any dispute arise under this Agreement, the parties shall endeavor to settle such dispute amicably between themselves. In the event that the parties fail to agree upon an amicable solution, such dispute shall be finally determined by arbitration as aforesaid. 4.4 GOVERNING LAW This agreement and all Schedules shall be governed by and construed in accordance with the laws of Nevada, and the Licensee hereby attorns to the jurisdiction of the courts of the state of Nevada notwithstanding any other provision expressed or implied in either this agreement or the Schedules. 4.5 TIME TO BE OF THE ESSENCE Time is of the essence. 4.6 NUMBER AND GENDER In this Agreement the use of the singular number includes the plural and vice versa the use of any gender includes all genders, and the word "person" includes an individual, a trust, a partnership, a body corporate and politic, an association and any other incorporated or unincorporated organization or entity. 4.7 CAPTIONS Captions or descriptive words at the commencement of the various sections are inserted only for convenience and are in no way to be construed as a part of this Agreement or as a limitation upon the scope of the particular section to which they refer. 4.8 NON-ASSIGNABILITY This Agreement is personal to the Licensee, except as provided in S. 4.9, and the Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of UNITED. 4.9 BENEFIT This Agreement shall enure to the benefit of and be binding upon the Licensee, its successors and assigns. The Licensee may delegate the performance of any of its obligations hereunder to any corporation which controls, is controlled by or is under common control with the Licensee. 4.10 WAIVER No condoning, excusing or waiver by any party hereto of any default, breach of non-observance by any other party hereto, at any time or times with respect to any covenants or conditions herein contained, shall operate as a waiver of that party's rights hereunder with respect to any continuing or subsequent default, breach or nonobservance, and no waiver shall be inferred from or implied by any failure to exercise any rights by the party having those rights. 4.11 FURTHER ASSURANCE Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and to do such further and other things as may be necessary to implement and carry out the intent of this Agreement. 4.12 CUMULATIVE RIGHTS All rights and remedies of UNITED are cumulative and are in addition to and shall not be deemed to exclude any other rights or remedies allowed by law except as specifically limited hereby. All rights and remedies may be exercised concurrently. 4.13 PRIOR AGREEMENTS Except as specifically provided for herein, this Agreement, including its Schedules, contains all of the terms agreed upon by the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings with respect thereto, whether oral or written. 4.14 SEVERABILITY If any part of this Agreement is unenforceable because of any rule of law or public policy, such unenforceable provision shall be severed from this Agreement, and this severance shall not affect the remainder of this Agreement. 4.15 NO PARTNERSHIP Notwithstanding anything in this Agreement, no part of this Agreement, nor the Agreement as a whole shall be construed as creating a partnership or agency relationship between the parties. If any part of this Agreement should become construed as forming a partnership or agency relationship, that part shall be amended such that no partnership or agency relationship is created, but that part achieves what it was originally intended to achieve. 4.16 DOLLAR AMOUNTS All references to money or specific dollar amounts in this Agreement are in United States Dollars. 4.17 INTERPRETATION In the interpretation of this Agreement or any provision hereof, no inference shall be drawn in favor of or against any party by virtue of the fact that one party or its agents may have drafted this Agreement or such provision. 4.18 COUNTERPARTS This agreement may be executed in one or more counterparts, all of which taken together shall constitute a single instrument. UNITED TRADING.COM By: ______________________________ Name: ____________________________ Title: ____________________________ Recantoazal, S.A. By: ___________________________ Name: ___________________________ Title: ___________________________ -----END PRIVACY-ENHANCED MESSAGE-----