-----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, BD7jzEKzpZCNHCaQ36la3pP1MXBmgarTPMIsGn59aF8Cm4izMxanUCn4aA5oBw++ rD9wL5uViQ+9+ZWFKei26A== 0000949728-02-000008.txt : 20020814 0000949728-02-000008.hdr.sgml : 20020814 20020814123842 ACCESSION NUMBER: 0000949728-02-000008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 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: 02733294 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: June 30, 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.) 1820 Bison, B-9-529 Newport Beach, California (Address of principal executive offices) 92660 (Zip Code) (949) 451-4518 --------------- (Issuer's Telephone Number) Former Address: 19762 MacArthur Blvd., # 300 Irvine, California, 92612 -------------------------------------------------- -------------------------------------------------- (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, 2002, was 5,300,098 1 PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three and six month periods ended June 30, 2002, are attached hereto. 2
UNITED TRADING.COM (A Development Stage Enterprise) BALANCE SHEET ASSETS ------ June 30, 2002 Dec. 31, 2001 (Unaudited) ------------ ------------- CURRENT ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . . $ - 1,590 Current portion of contacts receivable (Note 2) . - - Deposits. . . . . . . . . . . . . . . . . . . . . - - ------------ ---------- Total Current Assets . . . . . . . . . . . . . . . . - 1,590 ------------ ---------- PROPERTY AND EQUIPMENT Fixed Assets - - ------------ ---------- Total Property and Equipment . . . . . . . . . - - ------------ ---------- OTHER ASSETS . . . . . . . . . . . . . . . . . . . . - - ------------ ---------- - - ------------ ---------- Total Assets . . . . . . . . . . . . . . . . . $ - 1,590 ============ ========== Liabilities and Shareholder Equity CURRENT LIABILITIES Accounts payable. . . . . . . . . . . . . . . . . 103,798 55,499 ------------ ---------- Total Current Liabilities. . . . . . . . . . . . . . 103,798 55,499 OTHER LIABILITIES. . . . . . . . . . . . . . . . . . - - ------------ ---------- 103,798 55,499 ------------ ---------- STOCKHOLDERS' EQUITY Common Stock Par value $0.001 (50,000,000 shares authorized, 5,150,098,and 5,300,098 issued and outstanding). . . . . . . . . . . . . . . . 5,600 5,150 Additional Paid-in Capital. . . . . . . . . . . . 1,194,679 1,167,829 Retained Deficit - accumulated during Development Stage. . . . . . . . . . . . . . . (1,303,777) (1,226,889) ------------ ---------- Total Stockholders' Equity. . . . . . . . . . . . (103,798) (53,909) ------------ ---------- Total Liabilities and Stockholders' Equity . . . . . . . . . $ - 1,590 ============ ========== See accompanying notes to financial statements
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UNITED TRADING.COM (A Development Stage Enterprise) STATEMENT OF OPERATIONS (Unaudited) Three months Three Months Ended Ended June 30, 2002 June 30, 2001 --------------- --------------- --------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - Sales. . . . . . . . . . . . . . . . . . . . - - Interest Income. . . . . . . . . . . . . . . - - --------------- --------------- Total Revenues. . . . . . . . . . . . . . - - EXPENSES General and Administrative . . . . . . . . . 32,735 5,091 Allowance for Uncollectable Debt . . . . . . - - Loss from write-down of software . . . . . . - 538,492 Loss from write-down of notes receivable . . - 406,067 Depreciation and Amortization. . . . . . . . - 32,396 Loss from activities of NetBet . . . . . . . - - --------------- --------------- Total Expenses. . . . . . . . . . . . . . 32,735 966,046 --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (32,735) $ (982,046) Income Taxes (Note 4). . . . . . . . . . . . - 16,000 --------------- --------------- Net Income (Loss) After Taxes . . . . . . . . . $ (32,735) $ (966,046) ) =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . ($0.006) $ (0.188) =============== =============== 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 . . . . . . . . 5,377,571 5,150,368 =============== =============== 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, 2002 June 30, 2001 June 30, 2002 --------------- --------------- --------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 544,894 Sales. . . . . . . . . . . . . . . . . . . . - - 770,000 Interest Income. . . . . . . . . . . . . . . - - 3,764 --------------- --------------- --------------- Total Revenues. . . . . . . . . . . . . . - - 1,318,658 EXPENSES General and Administrative . . . . . . . . . 76,889 70,785 1,184,404 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. . . . . . . . - 64,792 164,508 Loss from activities of NetBet . . . . . . . - - 184,528 --------------- --------------- --------------- Total Expenses. . . . . . . . . . . . . . 76,889 1,080,136 2,638,936 --------------- --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (76,889) $ (1,080,136) $ (1,320,278) Income Taxes (Note 4). . . . . . . . . . . . - 40,000 - --------------- --------------- --------------- Net Income (Loss) After Taxes . . . . . . . . . $ (76,889) $ (1,040,136) $ (1,320,278) =============== =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . ($0.015) $ (0.202) ($0.714) =============== =============== =============== 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 . . . . . . . . 5,264,463 5,150,368 1,884,355 =============== =============== =============== 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, 2002 June 30, 2001 June 30, 2002 --------------- --------------- --------------- OPERATING ACTIVITIES - ---------------------------------- Net Income (Loss). . . . . . . . . . . . . . . . $ (76,889) $ (1,040,136) $ (1,285,778) Adjustments to reconcile Net Loss to Cash provided (used) by operating activities: Depreciation and Amortization . . . . . . . . - 64,792 140,963 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 . . . . . . . . . . . . . . - - - Increase (decrease) in Accounts Payable . . . 48,299 - 103,798 (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 - Increase (decrease) in Deferred Taxes . . . . - (40,000) - --------------- --------------- --------------- Net cash provided by Operating Activities. . . . (28,590) 7,106 (486,553) --------------- --------------- --------------- 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 . . . . . 27,000 - 1,181,979 --------------- --------------- --------------- Net cash provided by Financing Activities. . . . 27,000 3,700 1,185,679 --------------- --------------- --------------- Increase (decrease) in Cash. . . . . . . . . . . (1,590) (16,594) - Cash at Beginning of Period. . . . . . . . . . . 1,590 21,975 - --------------- --------------- --------------- Cash at End of Period. . . . . . . . . . . . . . $ - $ 5,381 $ - =============== =============== =============== See accompanying notes to financial statements
6 UNITED TRADING.COM (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS June 30, 2002 NOTE 1 - Basis of Presentation ------------------------ The accompanying consolidated balance sheet of United Trading.Com (A Development Stage Company) at June 30, 2002, and the consolidated statements of operations for the three and six month periods ended June 30, 2002 and 2001 and the cumulative period during the development stage through June 30, 2002 and the statement of cash flows for three and six month periods ended June 30, 2002 and 2001 and the cumulative period during the development stage through June 30, 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 six month period ended June 30, 2002, are not necessarily indicative of the results that can be expected for the year ending December 31, 2002. NOTE 2 - Contracts Receivable In the quarter ended June 30, 2001, the company cancelled two contacts each for the licensed use of its casino and sports book software. These contracts were 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, 2001. As of June 30, 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 six month period ended June 30, 2001, $40,000 of the deferred taxes were reversed in the six month period ended March 31, 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. The Company recorded no revenues for the three or six month periods ended June 30, 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 June 30, 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. As of June 30, 2002, 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. While the Company has received assurances from investor groups that financing will be available in the near future, there can be no assurance that such financing will in fact be received by Quick Draw, and if such financing is not received, the acquisition will not be completed. The Company has however continued to research other alternative acquisition/merger candidates and will aggressively pursue such alternatives in the event the Quick Draw acquisition is not completed, or to complement the Quick Draw acquisition if completed. 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) The following is a summary of the information required for all the sales of unregistered securities by Registrant for the reporting period January 1, through June 30, 2002. During the period January 1, to March 31, 2002, there were no sales of the Company's securities. During the quarter ended June 30, 2002 450,000 shares of common stock of the Company were issued at a price of $0.06 per share. All such shares were issued without registration pursuant to the exemption from registration under Section 4(2)-33 of the Securities Act of 1933. The shares were issued to Ellshay, LLC (150,000) as compensation for investor relation services, and to BFI Limited (300,000) to replace shares transferred to Ellshay from BFI in partial satisfaction of the Company's obligations. The shares issued by the Company to Ellshay and BFI contain certain restrictive legends as to future sales of the stock. 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: August 14, 2002 By: /James G. Brewer --------------------------- James G. Brewer, President, CEO, CFO and Chief Accounting Officer 9 -----END PRIVACY-ENHANCED MESSAGE-----