-----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, MxtnSxv5VCgDuuTTUrx2jQ+k5PIRKr8dLUSRHL5lChGPRtLaAjiu94XcdAGFoJ93 8ptftUPR6f6sFHYRV2aZ1g== 0000949728-02-000006.txt : 20020514 0000949728-02-000006.hdr.sgml : 20020514 ACCESSION NUMBER: 0000949728-02-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020514 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: 02646064 BUSINESS ADDRESS: STREET 1: 19762 MACARTHUR BLVD STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9495539660 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: March 31, 2002 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 March 31, 2002, was 5,150,098 1 PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three month period ended March 31, 2002, are attached hereto. 2
UNITED TRADING.COM (A Development Stage Enterprise) BALANCE SHEET ASSETS ------ March 31, 2002 Dec. 31, 2001 (Unaudited) ------------ ------------- CURRENT ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . . $ 23 1,590 Current portion of contacts receivable (Note 2) . - - Deposits. . . . . . . . . . . . . . . . . . . . . - - ------------ ---------- Total Current Assets . . . . . . . . . . . . . . . . 23 1,590 ------------ ---------- PROPERTY AND EQUIPMENT Fixed Assets - - ------------ ---------- Total Property and Equipment . . . . . . . . . - - ------------ ---------- OTHER ASSETS . . . . . . . . . . . . . . . . . . . . - - ------------ ---------- - - ------------ ---------- Total Assets . . . . . . . . . . . . . . . . . $ 23 1,590 ============ ========== Liabilities and Shareholder Equity CURRENT LIABILITIES Accounts payable. . . . . . . . . . . . . . . . . 98,086 55,499 ------------ ---------- Total Current Liabilities. . . . . . . . . . . . . . 98,086 55,499 OTHER LIABILITIES. . . . . . . . . . . . . . . . . . - - ------------ ---------- 98,086 55,499 ------------ ---------- STOCKHOLDERS' EQUITY Common Stock Par value $0.001 (50,000,000 shares authorized, 5,150,098,and 5,150,098 issued and outstanding). . . . . . . . . . . . . . . . 5,150 5,150 Additional Paid-in Capital. . . . . . . . . . . . 1,167,829 1,167,829 Retained Deficit - accumulated during Development Stage. . . . . . . . . . . . . . . (1,271,043) (1,226,889) ------------ ---------- Total Stockholders' Equity. . . . . . . . . . . . (98,063) (53,909) ------------ ---------- Total Liabilities and Stockholders' Equity . . . . . . . . . $ 23 1,590 ============ ========== See accompanying notes to financial statements
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UNITED TRADING.COM (A Development Stage Enterprise) STATEMENT OF OPERATIONS (Unaudited) Inception Three months Three Months December 31, 1994 Ended Ended Thru March 31, 2002 March 31, 2001 March 31, 2002 --------------- --------------- --------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 544,894 Sales. . . . . . . . . . . . . . . . . . . . - - 770,000 Interest Income. . . . . . . . . . . . . . . - - 3,764 --------------- --------------- --------------- Total Revenues. . . . . . . . . . . . . . - - 1,318,658 EXPENSES General and Administrative . . . . . . . . . 44,154 65,694 1,135,169 Allowance for Uncollectable Debt . . . . . . - - 160,937 Loss from write-down of software . . . . . . - - 538,492 Loss from write-down of notes receivable . . - - 406,067 Depreciation and Amortization. . . . . . . . - 32,396 164,508 Loss from activities of NetBet . . . . . . . - - 184,528 --------------- --------------- --------------- Total Expenses. . . . . . . . . . . . . . 44,154 98,090 2,589,701 --------------- --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (44,154) $ (98,090) $ (1,271,043) Income Taxes (Note 4). . . . . . . . . . . . - 24,000 - --------------- --------------- --------------- Net Income (Loss) After Taxes . . . . . . . . . $ (44,154) $ (74,090) $ (1,271,043) =============== =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . ($0.009) $ (0.014) ($0.734) =============== =============== =============== Weighted Average number of Common Shares outstanding, basic and diluted adjusted for 1/50 reverse split in 1999, 3/1 forward spit in October, 2000, and 1/8 reverse split in 2001 . . . . . . . . 5,150,098 5,150,098 1,732,378 =============== =============== =============== See accompanying notes to financial statements
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UNITED TRADING.COM (A Development Stage Enterprise) STATEMENT OF CASH FLOWS (Unaudited) Inception Three Months three Months Dec 31, 1994 Ended Ended Thru March 31, 2002 March 31, 2001 March 31, 2002 --------------- --------------- --------------- OPERATING ACTIVITIES - ---------------------------------- Net Income (Loss). . . . . . . . . . . . . . . . $ (44,154) $ (74,090) ($1,271,043) Adjustments to reconcile Net Loss to Cash provided (used) by operating activities: Depreciation and Amortization . . . . . . . . - 32,396 140,963 Loss on disposal of office Furniture & Equip. - 10,258 15,972 Loss on write-off of software for license . . - - 538,492 loss on cancellation of notes receivable. . . - - 406,067 Changes in operating assets and liabilities: Decrease (increase) in Deferred Offering Costs . . . . . . . . . . . . . . - - - Increase (decrease) in Accounts Payable . . . 42,588 3,271 98,087 Increase (decrease) in Income Taxes Payable . - - - (Increase) decrease in Receivable from Software License Sales . . . . . . . . . . - 50,000) (406,067) (Increase) decrease in Other Receivables. . . - (2,819) - Increase (decrease) in Advance License Fees . - (20,362) - (Increase) decrease in Deposits . . . . . . . - 25,000 - Increase (decrease) in Deferred Taxes . . . . - 24,000 - --------------- --------------- --------------- Net cash provided by Operating Activities. . . . (1,566) 2,473 (477,529) --------------- --------------- --------------- INVESTMENT ACTIVAITIES - -------------------------------------- Decrease (increase) in Property and Equipment. . . . . . . . . . . . . . . . . - - (36,318) Decrease (increase) in Software for License. . . . . . . . . . . . . . . . . . - (27,399) (661,618) Decrease (increase) in Organization Costs . . - - (1,190) --------------- --------------- --------------- Net cash (used) by Investment activities . . . . - (27,399) (699,126) --------------- --------------- --------------- FINANCING ACTIVITIES - --------------------------------- Disposal of Office Furniture & Equip. . . . . - 3,700 3,700 Increase (decrease) in Common Stock . . . . . - - 1,172,979 --------------- --------------- --------------- Net cash provided by Financing Activities. . . . - 3,700 1,176,679 --------------- --------------- --------------- Increase (decrease) in Cash. . . . . . . . . . . (1,566) (21,226) 1,590 Cash at Beginning of Period. . . . . . . . . . . 1,590 21,975 - --------------- --------------- --------------- Cash at End of Period. . . . . . . . . . . . . . $ 23 $ 749 $ 23 =============== =============== =============== See accompanying notes to financial statements
5 UNITED TRADING.COM (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS March 31, 2002 NOTE 1 - Basis of Presentation ------------------------ The accompanying consolidated balance sheet of United Trading.Com (A Development Stage Company) at March 31, 2002, and the consolidated statements of operations for the three month period ended March 31, 2002 and 2001 and the cumulative period during the development stage through March 31, 2002 and the statement of cash flows for three month period ended March 31, 2002 and 2001 and the cumulative period during the development stage through March 31, 2002, 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, 2001. Operating results for the three month period ended March 31, 2002, are not necessarily indicative of the results that can be expected for the year ending December 31, 2002. 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 or from any sub-license of the Software. The Company recorded a loss of $406,067 from the write-off of the contracts in the quarter ended June 30, 2000. As of March 31, 2002, no revenues have been received from the 7 1/2 % net revenues license agreement. While the holder of the 7 1/2% net revenues license agreement has reported an increase in receipts from player activity on its Internet site, there have been no net revenues to date, and there can be no assurance that there will ever be any such net revenues. 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 7 1/2 % net revenue license agreement for use of the Software. 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 first quarter of 2001, $24,000 of the deferred taxes were reversed in the quarter ended March 31, 2001. 6 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. The Company recorded no revenues for the quarters ended March 31, 2002, or 2001 . In February 2002, the Company announced an agreement to acquire Quick Draw, Inc., a Nevada corporation, owner of ATM machines located throughout the United States, subject to completion of due diligence by United Trading. As of March 31, 2002, United Trading was working closely with Quick Draw to complete funding for the first phase of Quick Draw's expansion. In accordance with the acquisition agreement, this funding was to be completed prior to the finalization of the acquisition of Quick Draw by United Trading. Quick Draw is still in the process of acquiring such financing and is unable to provide an explicit date for completion. United Trading continues to be committed to completing the acquisition of Quick Draw and has authorized an extension of the agreement to enable Quick Draw to complete the required financing. 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. 7 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 month period ended March 31, 2002. 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 None (b) Reports on Form 8-K: None 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: April 14, 2002 By: /James G. Brewer --------------------------- James G. Brewer, President, CEO, CFO and Chief Accounting Officer 8 -----END PRIVACY-ENHANCED MESSAGE-----