-----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, IP0UKO2mQ/nMzNuTRhvsAS1CTxRY8XwlikAbgj+Y6OSiCVbwD6FQ1WZEWOpfK8TB Uwm4yctk+0XxbcZYPyr0tg== 0000949728-02-000013.txt : 20021113 0000949728-02-000013.hdr.sgml : 20021113 20021113165052 ACCESSION NUMBER: 0000949728-02-000013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021113 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: 02820611 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: September 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: -------------------------------------------------- (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 November 1, 2002, was 5,300,098 1 PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three and nine month periods ended September 30, 2002, are attached hereto. 2
UNITED TRADING.COM (A Development Stage Enterprise) BALANCE SHEET ASSETS ------ Sept 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. . . . . . . . . . . . . . . . . 111,926 55,499 ------------ ---------- Total Current Liabilities. . . . . . . . . . . . . . 111,926 55,499 OTHER LIABILITIES. . . . . . . . . . . . . . . . . . - - ------------ ---------- 111,926 55,499 ------------ ---------- STOCKHOLDERS' EQUITY Common Stock Par value $0.001 (50,000,000 shares authorized, 6,500,000,and 5,150,098 issued and outstanding). . . . . . . . . . . . . . . . 6,500 5,150 Additional Paid-in Capital. . . . . . . . . . . . 1,215,977 1,167,829 Retained Deficit - accumulated during Development Stage. . . . . . . . . . . . . . . (1,334,403) (1,226,889) ------------ ---------- Total Stockholders' Equity. . . . . . . . . . . . (111,926) (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 September 30, 2002 September 30, 2001 --------------- --------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - Sales. . . . . . . . . . . . . . . . . . . . - - Interest Income. . . . . . . . . . . . . . . - - --------------- --------------- Total Revenues. . . . . . . . . . . . . . - - EXPENSES General and Administrative . . . . . . . . . 30,625 652 --------------- --------------- Total Expenses. . . . . . . . . . . . . . 30,625 652 --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (30,625) $ (652) Income Taxes (Note 4). . . . . . . . . . . . - - --------------- --------------- Net Income (Loss) After Taxes . . . . . . . . . $ (30,625) $ (652) =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . ($0.005) $ (0.000) =============== =============== 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 . . . . . . . . 5,913,107 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 Nine months Nine Months December 31, 1994 Ended Ended Thru Sept 30, 2002 Sept 30, 2001 Sept 30, 2002 --------------- --------------- --------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 544,894 Sales. . . . . . . . . . . . . . . . . . . . - - 770,000 Interest Income. . . . . . . . . . . . . . . - - 3,764 --------------- --------------- --------------- Total Revenues. . . . . . . . . . . . . . - - 1,318,658 EXPENSES General and Administrative . . . . . . . . . 107,514 71,437 1,198,529 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. . . . . . . . . . . . . . 107,514 1,080,788 2,653,061 --------------- --------------- --------------- Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (107,514) $ (1,080,788) $ (1,334,403) Income Taxes (Note 4). . . . . . . . . . . . - 40,000 - --------------- --------------- --------------- Net Income (Loss) After Taxes . . . . . . . . . $ (107,514) $ (1,040,788) $ (1,334,403) =============== =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . ($0.020) $ (0.202) ($0.662) =============== =============== =============== 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 . . . . . . . . 5,483,054 5,150,368 2,016,776 =============== =============== =============== See accompanying notes to financial statements
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UNITED TRADING.COM (A Development Stage Enterprise) STATEMENT OF CASH FLOWS (Unaudited) Inception Nine Months Nine Months Dec 31, 1994 Ended Ended Thru Sept 30, 2002 Sept30, 2001 Sept 30, 2002 --------------- --------------- --------------- OPERATING ACTIVITIES - ---------------------------------- Net Income (Loss). . . . . . . . . . . . . . . . $ (107,514) $ (1,040,788) $ (1,334,403) Adjustments to reconcile Net Loss to Cash provided (used) by operating activities: Depreciation and Amortization . . . . . . . . - 64,791 140,963 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 . . . 56,427 - 111,926 (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. . . . (51,087) 6,453 (527,050) --------------- --------------- --------------- INVESTMENT ACTIVAITIES - -------------------------------------- Decrease (increase) in Property and Equipment. . . . . . . . . . . . . . . . . - - (36,318) Decrease (increase) in Software for License. . . . . . . . . . . . . . . . . . - (27,400) (661,618) Decrease (increase) in Organization Costs . . - - (1,190) --------------- --------------- --------------- Net cash (used) by Investment activities . . . . - (27,400) (699,126) --------------- --------------- --------------- FINANCING ACTIVITIES - --------------------------------- Disposal of Office Furniture & Equip. . . . . - 3,700 3,700 Increase (decrease) in Common Stock . . . . . 49,497 - 1,222,476 --------------- --------------- --------------- Net cash provided by Financing Activities. . . . 49,497 3,700 1,226,176 --------------- --------------- --------------- Increase (decrease) in Cash. . . . . . . . . . . (1,590) (17,247) - Cash at Beginning of Period. . . . . . . . . . . 1,590 21,975 - --------------- --------------- --------------- Cash at End of Period. . . . . . . . . . . . . . $ - $ 4,728 $ - =============== =============== =============== See accompanying notes to financial statements
6 UNITED TRADING.COM (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS September 30, 2002 NOTE 1 - Basis of Presentation ------------------------ The accompanying consolidated balance sheet of United Trading.Com (A Development Stage Company) at September 30, 2002, and the consolidated statements of operations for the three and nine month periods ended September 30, 2002 and 2001 and the cumulative period during the development stage through September 30, 2002 and the statement of cash flows for three and nine month periods ended September 30, 2002 and 2001 and the cumulative period during the development stage through September 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 nine month period ended September 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 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. 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 contracts for license use of the software, and 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 2001. The unamortized balance of expenditures for the development of the Software for Licensing was written off to expense in 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 half of 2001, $40,000 of the deferred taxes were reversed in 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 nine month periods ended September 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, and to Quick Draw executing a loan commitment for $1 million. As of September 30, 2002, Quick Draw has still not been able to obtain a loan commitment as required. United Trading has worked closely with Quick Draw to obtain such commitment but has also been unable to develop alternatives for Quick Draw. The funding is believed necessary by the Company to allow completion of the first phase of Quick Draw's expansion. In accordance with the acquisition agreement, this funding is to be completed prior to the finalization of the acquisition of Quick Draw by United Trading. As of September 30, 2002, ADM Management and Technology, Inc., parent of Quick Draw continues to operate, and has informed the Company that it will continue to seek the required funding, or to evaluate alternatives to accomplish the merger with United Trading.Com. There can be no assurance that required financing for Quick Draw will be received by Quick Draw or that the acquisition will ever 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. In August, 2002, the Company announced plans to merge with UC HUB, a privately held California Corporation located in Pasadena, California. However, in November, the Company announced that the merger plans had been terminated and that the Company will instead, pursue plans to offer a suite of comprehensive electronic products to the retail, restaurant and hospitality industries. The lead innovative electronic transaction product is a unique Cash Advance program that will fund short-term capital requirements of its credit card processing clients. The company plans to also market stored value debit cards that will include but not be limited to, gift cards, payroll cards and merchant credit card processing. The Company has arranged strategic relationships with some of the nation's leading electronic processing platforms. The Company plans to market these items under a new corporate name, Global Links Corp. 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. During the quarter ended September 30, 2002 899,902 shares of common stock of the Company were issued at a price of $0.025 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 James L. Hancock, a director of the Company (350,000) as compensation for services, and James G. Brewer, President and Director (549,902) as compensation. The shares issued by the Company to Mr. Hancock and Mr. Brewer 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: One report on Form 8-K dated August 15, 2002, was filed during the quarter ended September 30, 2002, reporting an event under Item 5, a letter of intent to merge with UC HUB. No financial statements were filed as part of the filing. 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: September 14, 2002 By: /James G. Brewer --------------------------- James G. Brewer, President, CEO, CFO and Chief Accounting Officer By: ----------------------------- James L. Hancock, Chairman 9 -----END PRIVACY-ENHANCED MESSAGE-----