8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 15, 2002 ------------------- United Trading.Com -------------------------------------------------------------------- Exact Name of Registrant as Specified in Charter) Nevada 0-29987 88-0106514 -------------------------------------------------------------------- (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1280 Bison, Suite B9-529, Newport Beach, CA 92660 -------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (949) 451-4518 ---------------- ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) This report describes the terms and conditions of a letter of intent dated August 13, 2002, between United Trading.Com and United Communications HUB, Inc. calling for a definitive agreement to be entered where under the United Trading.Com would acquire all of the issued and outstanding stock of United Communications HUB, Inc. and following the share exchange, United Communications HUB Inc. would merge with United Trading.Com. Item 5. OTHER EVENTS On August 15, 2002, United Trading.Com (hereinafter referred to as "United") entered into a letter of intent with United Communications HUB, Inc., a California corporation ("UCHUB") under which UCHUB shareholders would exchange all of their issued and outstanding common stock for United common stock and UCHUB would become a wholly owned subsidiary of United, after which UCHUB and United would merge, with United being the surviving corporation and changing its name to United Communications HUB, Inc. In accordance with the letter of intent, UCHUB shareholders following the merger, would own 78% of the outstanding stock of the combined companies and former United shareholders would own 22% of the combined companies. As part of the letter of intent, United would be responsible to arrange for $1,000,000 in financing for UCHUB prior to the effective date of the Merger. In the event the financing is not so completed by United, UCHUB shareholders would receive 90% of the combined companies and former United shareholders would receive 10% following the completed merger. Mr. Larry Wilcox, current President and CEO of UCHUB, would be appointed to the Board of Directors and, following the merger, would assume the position of President and CEO of the combined companies. Other details of the share exchange and merger would be outlined in a definitive share exchange and merger agreement to be executed by the parties. No specific date has been determined by the parties for final execution of the definitive agreements or actual share exchange and merger, however both parties have committed consummate the merger as soon as possible. Final consummation of the share exchange and merger are contingent upon, in addition to execution of the definitive agreements, to satisfactory completion of due diligence by both parties. EXHIBIT INDEX Exhibit Description 2.1 Exhibit 2.1 Letter of Intent dated August 13, 2002, by and between United Trading.Com and United Communications HUB, Inc. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated August 26, 2002 United Tading.Com By: /s/ James G. Brewer ------------------------ James G. Brewer, President