-----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, F8lUyRbBzlYDOhAPq4bF+70dqVTv/R7sHKqf0pySztAWmI1H64V8Y4eoY8xOACt8 a8z67HuO4/26AxTtlQ2B7A== 0000949728-02-000020.txt : 20021202 0000949728-02-000020.hdr.sgml : 20021202 20021202124126 ACCESSION NUMBER: 0000949728-02-000020 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021202 FILED AS OF DATE: 20021202 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: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-29987 FILM NUMBER: 02845558 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 PRE 14C 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ___) SCHEDULE 14C Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement UNITED TRADING.COM (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies:______________________________________________________________ (2) Aggregate number of securities to which transaction applies: ______________________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):____________ ______________________________________________________________________ (4) Proposed maximum aggregate value of transaction:______________________ ______________________________________________________________________ (5) Total fee paid:_______________________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:_______________________________________________ (2) Form, Schedule or Registration Statement No.:_________________________ (3) Filing Party:_________________________________________________________ (4) Date Filed:___________________________________________________________ 1 UNITED TRADING.COM a Nevada corporation INFORMATION STATEMENT Notice of Action by Written Consent of a Majority of the Outstanding Common Shares taken on or about November 1, 2002 To the Shareholders of United Trading.Com: WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NOTICE IS HEREBY GIVEN THAT THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF UNITED TRADING.COM, A NEVADA CORPORATION (THE "COMPANY"), HAVE ACTED BY WRITTEN CONSENT TO APPROVE THE FOLLOWING RESOLUTIONS TO BECOME EFFECTIVE DECEMBER 31, 2002: To approve amendments to the Articles of Incorporation of the Company, to: A) change the name of the Company from UNITED TRADING.COM to GLOBAL LINKS CORP.; and B) Revise Article IV to increase the number of authorized shares to 550,000,000 shares, consisting of 500,000,000 shares of Common stock (par value $0.001) and 50,000,000 shares of Preferred stock, (par value $0.001) from 55,000,000, consisting of 50,000,000 shares of common stock (par value $0.001) and 5,000,000 shares of preferred stock, (par value $0.001) and authorizing the Board of Directors , without any further approval of the shareholders, i) to establish the relative rights, preferences and limitations of any class of common or preferred stock and ii) to increase or decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly increasing or decreasing the number of authorized shares of the same class or series. The Nevada General Corporation Law does not provide for dissenters' rights for the items being voted upon at this meeting. BY ORDER OF THE BOARD OF DIRECTORS, -------------------------------- James G. Brewer, President December 1, 2002 UNITED TRADNING.COM 1280 Bison, Suite B9-529 Newport Beach, California 92660 INFORMATION STATEMENT FOR SHAREHOLDERS taken on or about November 1, 2002 To the Shareholders of United Trading.Com: The Board of Directors of UNITED TRADING.COM, a Nevada corporation (the "Company") is furnishing this INFORMATION STATEMENT to shareholders in connection with the effectiveness of a consent of a Majority Action of Shareholders of the Company taken on November 1,2002, related to approving two amendments to the Articles of Incorporation of the Company to be effective December 31, 2002 .. This Information Statement is first being mailed to shareholders on or about December 10, 2002. TABLE OF CONTENTS Page GENERAL INFORMATION 2 OUTSTANDING SHARES AND VOTING RIGHTS 2 APPROVAL OF THE NAME CHANGE 2 APPROVAL OF CHANGE IN NUMBER OF AUTHORIZED SHARES 2 RECORD DATE 3 EXPENSES OF INFORMATION STATEMENT 3 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 3 AMENDMENTS TO ARTICLES OF INCORPORATION 4 THE AMENDMENTS 4 EXHIBITS 3.1 Amendment to Articles of Incorporation of UNITED TRADING.COM 5 1 GENERAL INFORMATION OUTSTANDING SHARES AND VOTING RIGHTS At November 1, 2002 the Company had 7,225,000 shares of common stock, par value $0.001 outstanding. Each share of common stock is entitled to one vote on each item to be voted upon. A majority of its shareholders have agreed to: amend the Articles of Incorporation of the Company to: A)change the name of the Company from UNITED TRADING.COM, to Global Links Corp and B) Revise Article IV to increase the number of authorized shares to 550,000,000 shares, consisting of 500,000,000 shares of Common stock (par value $0.001) and 50,000,000 shares of Preferred stock, (par value $0.001) from 55,000,000, consisting of 50,000,000 shares of common stock (par value $0.001) and 5,000,000 shares of preferred stock, (par value $0.001) and authorizing the Board of Directors, without any further approval of the shareholders, a) to establish the relative rights, preferences and limitations of any class of common or preferred stock and b) to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same class or series.; APPROVAL OF THE NAME CHANGE The change of the Company's name to "Global Links Corp." is intended to convey more clearly a sense of the Company's current business. Approval of the name change requires the affirmative consent of at least a majority of the outstanding shares of Common Stock of the Company. Shareholders holding a total of 4,843,707 shares of Common Stock (67%) have already agreed to give such consent. Upon filing of the Amendment to the Articles with the Nevada Secretary of State, the changes will be effective, and each certificate representing shares of Common Stock outstanding immediately prior to change (the "Old Shares") will be deemed automatically without any action on the part of the shareholders to represent one of shares of Common Stock of Global Links Corp. (the "New Shares"). Shareholders of the Old Shares will not be required to exchange the Old Shares for New Shares at this time. The Common Stock issued pursuant this exchange will be fully paid and nonassessable. The voting and other rights that presently characterize the Common Stock will not be altered by the exchange. APPROVAL OF INCREASE IN AUTHORIZED SHARES The change in the number of authorized Shares is considered in the best interest of the Corporation, allowing it to have sufficient shares to acquire, or merge with another entity, and to meet other corporate needs including, but not limited to the issuance of shares as compensation for services from both unrelated parties as well as affiliates. The addition of authorizing the Board of Directors to implement forward or reverse splits of the outstanding stock without changing the authorized shares will permit the Board to implement desired changes without the expense of seeking additional approval from shareholders for such changes. Approval of the change to Article IV requires the affirmative consent of at least a majority of the outstanding shares of Common Stock of the Company. Shareholders holding a total of 4,843,707 shares of Common Stock (67%) have already agreed to give such consent. 2 RECORD DATE The close of business November 1, 2002, has been fixed as the record date for the determination of shareholders entitled to receive this Shareholders' Information Statement. EXPENSES OF INFORMATION STATEMENT The expenses of mailing this Information Statement will be borne by the Company, including expenses in connection with the preparation and mailing of this Information Statement and all documents that now accompany or may hereafter supplement it. It is contemplated that brokerage houses, custodians, nominees, and fiduciaries will be requested to forward the Information Statement to the beneficial owners of the Common Stock held of record by such persons and that the Company will reimburse them for their reasonable expenses incurred in connection therewith. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth information concerning the ownership of Common Stock with respect to shareholders who were known to the Company to be beneficial owners of more than 5% of the Common Stock as of November 1, 2002, and officers and directors as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of Common Stock. Name and Shares Beneficially Percent of address owned Voting Stock -------------------- -------------- BFI Limited c/o Trustnet (Cook Islands) 2,462,500 34.08% CIDB Building P.O. Box 208 Avarua, Rarotonga, Cook Islands William M. Woo 8622 E. Garvey Ave., Suite 206 Rosemead, CA 91770 500,000 6.92% Executive Officers and Directors as a group (2 individuals) 1,037,402 14.36% 3 AMENDMENTS TO ARTICLES OF INCORPORATION THE AMENDMENTS The amendments to the Company's Articles of Incorporation will cause the name of the Company to be changed to "Global Links Corp." and Revise Article IV to increase the number of authorized shares to 550,000,000 shares, consisting of 500,000,000 shares of Common stock (par value $0.001) and 50,000,000 shares of Preferred stock, (par value $0.001) from 55,000,000, consisting of 50,000,000 shares of common stock (par value $0.001) and 5,000,000 shares of preferred stock, (par value $0.001) and authorizing the Board of Directors, without any further approval of the shareholders, a) to establish the relative rights, preferences and limitations of any class of common or preferred stock and b) to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same class or series. 4 EX-3.1 3 doc2.txt EXHIBIT 3.1 AMENDMENTS TO ARTICLES OF INCORPORATION of UNITED TRADING.COM Pursuant to the provisions of the Nevada Revised Statutes, the undersigned Corporation adopts these articles of amendment to its Articles of Incorporation: AMENDMENT 1 FIRST: ARTICLES I of the Articles of Incorporation as now filed is stricken in its entirety and the following Articles I substituted therefore as if it had been a part of the original Articles of Incorporation; ARTICLE I The complete name of the Corporation is Global Links Corp. SECOND: This amendment to the Articles of Incorporation of the Corporation, has been duly adopted in accordance with the provisions of Section 78.385 and 78.390 of the Nevada Revised Statues. The number of shares outstanding at the time of adoption of this amendment was 7,225,000. An excess of 51% did vote in favor of this amendment. The number voting against was zero. THIRD: ARTICLE IV of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article IV substituted therefore as if it had been a part of the original Articles of Incorporation. ARTICLE IV THIRD: ARTICLE IV of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article IV substituted therefore as if it had been a part of the original Articles of Incorporation. ARTICLE IV Capital Stock The aggregate number of shares of all classes of capital stock that this corporation shall have authority to issue is 550,000,000 shares, 500,000,000 of which shall be of a class designated as common stock (the Common Stock) with a par value of One Tenth of a Cent ($0.001) per share, and 50,000,000 shares of which shall be of a class designated as preferred stock (the Preferred Stock) with a par value of One Tenth of a Cent (0.001) per share. The board of directors shall have the authority, without any further approval of the shareholders, a) to establish the relative rights, preferences and limitations of any class of common or preferred stock and b) to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same class or series. Cumulative voting shall not prevail in any election by the stockholders of this corporation. No stockholder shall have preemptive rights to acquire the corporations unissued shares and any and all such existing preemptive rights shall be extinguished. FOURTH: This amendment to the Articles of Incorporation, of the Corporation, has been duly adopted in accordance with the provisions of Section 78.385 and 78.390 of the Nevada Revised Statues. The number of shares outstanding at the time of adoption of this amendment was 7,225,000. An excess of 51% did vote in favor of this amendment. The number voting against was zero. FIFTH: the date of adoption of these amendment by the shareholders of this corporation is November 1, 2002. This amendment to become effective upon the date of filing of this amendment in the office of the Secretary of State. INWITNESS WHEREOF the undersigned, the President and Secretary of the Corporation, have executed this Amendment to the Articles of Incorporation this 1st day of November, 2002. ____S/James G. Brewer__________ ______S/James L. Hancock ____ James G. Brewer, President James L Hancock, Acting Secretary 5 SECRETARY'S AFFIDAVIT OF MAILING OF CALLED MEETING NOTICE State of California ) ) ss: County of Orange ) James L. Hancock, being duly sworn, on oath deposes and says that he is the secretary of United Trading.Com a corporation organized and existing under the laws of the State of Nevada, ;having principal offices in the State of California, and that beginning on or about December 10, 2002, he caused notice of an action by Written Consent of a Majority of the Outstanding Common Shares of the Company taken on or about November 1, 2002, a copy of which is hereto attached and is hereby made a part of this affidavit, to be deposited in the United States Post Office at the City of _________, in a sealed envelope, postage paid, duly addressed to each stockholder of record of the Corporation at his last-known post office address as the same appeared on the books of the Corporation. December 10, 2002 ___________________________ James L. Hancock, Secretary State of California ) ) ss: County of __________ ) On this _____ day of _________, 2000 before me , a Notary Public in and for said Country and State, personally appeared Norman Wright and Ian Anderson, both known to me to be the persons whose names are subscribed to the foregoing instrument who duly acknowledged to me that they executed the same for the purpose therein mentioned. IN WITNESS WHREOF, I have hereunto set my hand and official seal in said County and State this _____day of ______, 2002. My commission expires:________________ -----END PRIVACY-ENHANCED MESSAGE-----