-----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, IfOkfq/69nVFfd9NHdEvgSd43loV0eCA66hcnV6cbf9q6o8VkxvkfF7U8s+hVPk6 fZ50z4/rGGngGqdjAz3BPA== /in/edgar/work/20000616/0001074140-00-000297/0001074140-00-000297.txt : 20000919 0001074140-00-000297.hdr.sgml : 20000919 ACCESSION NUMBER: 0001074140-00-000297 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000616 FILED AS OF DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CASINO CORP CENTRAL INDEX KEY: 0000949728 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 880106514 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: SEC FILE NUMBER: 000-29987 FILM NUMBER: 656343 BUSINESS ADDRESS: STREET 1: 17612 JORDAN AVE STREET 2: STE 1A CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9495596955 MAIL ADDRESS: STREET 1: 17612 JORDAN AVE STREET 2: STE 1A CITY: IRVINE STATE: NV ZIP: 92612 PRE 14C 1 0001.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 CASINO CORPORATION (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 CASINO CORPORATION a Nevada corporation INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS THAT A WRITTEN CONSENT OF A MAJORITY OF SHAREHOLDERS (THE "ACTION") OF UNITED CASINO CORPORATION (THE "COMPANY") WILL BECOME EFFECTIVE ON July 17, 2000, at 10:00 A.M. at Tingle and Associates, 639 5th Ave. SW, Suite 1250, Calgary, Alberta, Canada T2P0M9. 1) To approve proposed amendments to the Articles of Incorporation of the Company, to: i) change the name of the Company from UNITED CASINO CORPORATION to UNITED TRADING.COM; and ii) change the number of directors authorized from the current "3", to be "1 to 9." 2) To elect three persons to the Company's Board of Directors to serve until the next annual general meeting of shareholders and until their respective successors are elected and qualify. 3) To appoint William E. Costello, CPA to be the Company's Auditor. 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, /S/ Norman Wright -------------------------------- Norman Wright, President June 26, 2000 2 UNITED CASINO CORPORATION 17612 Jordan Ave., #1A Irvine, California 92612 INFORMATION STATEMENT FOR SHAREHOLDERS The Board of Directors of UNITED CASINO CORPORATION, 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 to become effective on July 17, 2000, related to approving two amendments to the Articles of Incorporation of the Company, electing three persons to the Company's Board of Directors, and the Appointment of William E. Costello, CPA as the Company's Auditor. This Information Statement is first being mailed to shareholders on or about June 26, 2000. TABLE OF CONTENTS Page ---- GENERAL INFORMATION 4 OUTSTANDING SHARES AND VOTING RIGHTS 4 APPROVAL OF THE NAME CHANGE 4 APPROVAL OF CHANGE IN NUMBER OF DIRECTORS 4 ELECTION OF NEW DIRECTORS 4 RECORD DATE 4 EXPENSES OF INFORMATION STATEMENT 5 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 5 CHANGE IN CONTROL 5 AMENDMENTS TO ARTICLES OF INCORPORATION 5 THE AMENDMENTS 5 ELECTION OF DIRECTORS 5 INFORMATION CONCERNING NOMINEES 6 COMMITTEES OF THE BOARD OF DIRECTORS 6 BOARD OF DIRECTORS' MEETINGS 6 DIRECTOR COMPENSATION 6 COMPENSATION OF EXECUTIVE OFFICERS 7 APPOINTMENT OF INDEPENDENT AUDITOR 7 EXHIBITS 3.1 Amendment to Articles of Incorporation of UNITED TRADING.COM 8 3 GENERAL INFORMATION OUTSTANDING SHARES AND VOTING RIGHTS - ---------------------------------------- At June 6, 2000 the Company had 12,999,368 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: A) amend the Articles of Incorporation of the Company to i)change the name of the Company from UNITED CASINO CORPORATION to UNITED TRADING.COM, and ii) change the number of authorized Directors of the Company from "3" to be "1 to 9"; B) elect 3 persons to the Company's Board of Directors to serve until the next annual general meeting of shareholders and until their respective successors are elected and qualify, C)) appoint William E. Costello, CPA to be the Company's Auditor. The complete text of the amendment to the Articles (the "Amendment to the Articles") for the changes is set forth in Exhibit 3.1 to this Information Statement. APPROVAL OF THE NAME CHANGE - ------------------------------- The proposed change of the Company's name to "UNITED TRADING.COM" 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 12,600,000 shares of Common Stock (96.9%) 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 UNITED TRADING.COM (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 CHANGE IN NUMBER OF DIRECTORS - ----------------------------------------------- The proposed change in the number of authorized Directors is being made to provide the flexibility to the Board of Directors to add additional Directors to the Board when and if the business of the Company makes such additions desirable, and to allow the Board to continue to operate when the number of Directors is less than three. ELECTION OF NEW DIRECTORS - ---------------------------- The Bylaws of the Company give the Board of Directors the authority to determine the number of directors, to increase or decrease the number of directors and to fill vacancies or eliminate vacancies by resolution of the Board of Directors. The Board of Directors has set the current number of directors at 3. The directors must receive a plurality of the votes cast for director. The Articles of Incorporation of the Company do not allow for cumulative voting. Shareholders holding a total of 12,600,000 shares of Common Stock or 96.9% of the outstanding shares of Common Stock have agreed to vote for the following persons to be Directors: Norman Wright, Gary W. Tate, Ian Anderson. RECORD DATE - ------------ The close of business June 6, 2000, has been fixed as the record date for the determination of shareholders entitled to receive this Shareholders' Information Statement. 4 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 March 31, 2000, 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 United Casino Corp. 10,000,000 76.93% 17612 Jordan Ave., #1A Irvine, CA 92612 Executive Officers and Directors as a group (3 individuals) 13,000 0.06% CHANGE OF CONTROL - ------------------- Pursuant to the Company's By-laws, the Board of Directors approved an agreement between the Company and BFI Limited, dated February 12, 2000, BFI was issued 10,000,000 shares of the Company's common stock (issued in reliance on exemption from Registration provided by Regulation S and Section 4(2) of the Securities and Exchange Act) in exchange for certain consulting services and a promissory note, thereby acquiring a controlling interest in the Company. No changes were made in the officers or directors of the Company as a result of the change in control. AMENDMENTS TO ARTICLES OF INCORPORATION THE AMENDMENT - -------------- The proposed amendments to the Company's Articles of Incorporation will cause the name of the Company to be changed to "UNITED TRADING.COM" and change the authorized number of Directors from the current "3", to "1 to 9" The complete text of the Amendment to the Articles is set forth in Exhibit A to this Information Statement. Upon filing of the Amendment to the Articles with the Nevada Secretary of State, the change 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 United Trading.com. Shareholders of the Old Shares will not be required to exchange the Old Shares for New Shares at this time. ELECTION OF DIRECTORS Effective on July 17, 2000, the following individuals will be elected to act as directors of the Company until the next annual meeting, or until their respective successors are elected and qualify: Norman Wright, Gary Tate, Ian Anderson. 5 INFORMATION CONCERNING NOMINEES - --------------------------------- The following nominees are expected to become executive officers and directors of the Company at the closing of the meeting on July 17, 2000; Name Age Expected Position with Company - ---- --- ------------------------------ Norman Wright 63 President, Treasurer and Chairman of the Board Ian Anderson 21 Vice-President, Secretary and Director Gary W. Tate 63 Director Mr. Norman Wright - President, Treasurer, Director Since March 1999. Mr. Wright, age 63, has over twenty years experience in business consulting. During that period he also worked for the transportation Department of Greyhound Lines of Canada. He Graduated from Brigham Young university with a Bachelor of Science Degree in Business. Ian Anderson - Vice-President, Secretary; Director since July 1999. Mr. Anderson, age 21, has worked for the last five years as a consultant in computer applications. During this period he also attended North Island College in Campbell River and Camosun College in Victoria, British Columbia. Gary W. Tate - Director since December, 1997. Mr. Tate, age 63, has had 20 years of experience in managing a major real estate business in Provo, Utah. Prior to that he worked for several years as the Supervisor of safety and Personnel for Greyhound lines of Canada. He also worked in the social service industry. He graduated from Brigham Young University with a Bachelor of Arts degree in sociology. He did post graduate work at Brigham Young University and the University of Utah, as well attending Northwestern. There are no family relationships among any of the Registrants officers or directors. No director, executive officer, promoter or control person of the Registrant during the past five years has had any involvement in any legal proceedings as described in Item 401 (d) of Regulation S-B. COMMITTEES OF THE BOARD OF DIRECTORS - ----------------------------------------- The Company has no standing committees of the Board of Directors as of the date of this notice, however such committees shall be established by the Board of Directors if and when such committees are deemed necessary. BOARD OF DIRECTORS' MEETINGS - ------------------------------- The Board of Directors held 10 meetings during 1999. Each incumbent director attended at least 75% of the meetings of the Board of Directors. 6 DIRECTOR COMPENSATION - ---------------------- There are no standard arrangements pursuant to which the Registrant's directors are compensated for any services provided as director except for Mr. Gary Tate who has been paid $500 per month since July 1999 and the issuance to Mr. Tate in June 1999 of 5000 restricted common shares of the Registrant valued at $250.00. No additional amounts are payable to the Registrants directors for committee participation or special assignments. There are no other arrangements pursuant to which any of the Registrant's directors was compensated during the Registrant's last completed fiscal year or the previous two fiscal years for any service provided as director. compensation of executive officers - ------------------------------------- The following table sets forth the compensation of the Registrant's chief executive officer for the periods indicated. SUMMARY COMPENSATION TABLE -------Annual Compensation------- -----Long-term Compensation-----
Other Securities Annual Restricted Underlying All Other Name and Compen- Stock Options/ LTIP Compen- Principal Salary Bonus sation Award(s) SAR's Payouts sations Position Year $$ $$ # $$ - ----------- -------- -------- ------- --------- ----------- ----------- --------- ----------- D. Wright President/ 1998 0 0 0 0 0 0 0 CEO 1999 0 0 0 0 0 0 0 - ----------- -------- -------- ------- --------- ----------- ----------- --------- ----------- N. Wright Jul-99 President/ to $12,000 0 0 0 0 0 0 CEO Present - ----------- --------
No cash compensation, deferred compensation or long-term incentive plan award was paid or granted to any of the Registrant's executive officer (except Norman Wright - see Summary Compensation Table) during any of the past three fiscal years. APPOINTMENT OF INDEPENDENT AUDITOR Effective July 17, 2000, William E. Costello, CPA of Encino, California, will be appointed the Company's independent auditor. Mr. Costello has audited the Company's books and records for the past 5 years. There are no disagreements between Mr. Costello and the Company. 7 EX-3.1 2 0002.txt EXHIBIT 3.1 AMENDED ARTICLES OF INCORPORATION of UNITED CASINO CORPORATION Pursuant to the provisions of the Nevada Revised Statutes, the undersigned Corporation adopts these articles of amendment to its Articles of Incorporation: AMENDMENT 1 FIRS: 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 United Trading.com. 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 12,999,368. An excess of 51% did vote in favor of this amendment. The number voting against was zero. THIRD: ARTICLE V of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article V substituted therefore as if it had been a part of the original Articles of Incorporation. ARTICLE V The members of the governing board of this corporation shall be styled directors and the number thereof shall be not less than one (1) nor more than nine (9). The directors(s)need not be shareholders of this corporation, nor residents of the State of Nevada. The number of directors may from time to time be increased or decreased in such manner as provided for by the by-laws of the corporation. Each director shall hold office for one (1) year or until his successor is duly elected and qualified. 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 12,999,368. 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 July 17,2000. 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 17th day of July, 2000. _______________________________ _______________________________ Norman Wright, President Ian Anderson, Secretary 8 SECRETARY'S AFFIDAVIT OF MAILING OF CALLED MEETING NOTICE State of California ) ) ss: County of Orange ) Ian Anderson, being duly sworn, on oath deposes and says that he is the secretary of United Casino Corporation, 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 _____________, 2000, he caused notice of a called meeting of the stockholders of the Corporation, 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 Salt Lake City, Utah, 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. _____________, 2000 ___________________________ Ian Anderson, Secretary State of California ) ) ss: County of Orange ) On this ______ day of _________, 2000before 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 ______, 2000. My commission expires:________________ 9 -----END PRIVACY-ENHANCED MESSAGE-----