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, 2000 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.) 440-10816 Macleod Trail South, # 201 Calgary, Alberta Canada (Address of principal executive offices) T2J5N8 (Zip Code) (403) 271-0669 (Issuer's Telephone Number) -------------------------------------------------- (Former name, former address and former fiscal year, if changed last report) United Casino Corporation 17612 Jordan Ave, #1A Irvine, CA 92612 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, 2000, was 12,999,368 shares. 1 PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three month and six month periods ended June 30, 2000, are attached hereto. 2 UNITED TRADING.COM (Formerly United Casino Corporation) (A Development Stage Enterprise) CONSOLIDATED BALANCE SHEET June 30, 2000 (Unaudited) ASSETS ------ June 30, 2000 --------------- CURRENT ASSETS Cash $ 39,915 ------------- Total Current Assets 39,915 PROPERTY AND EQUIPMENT Fixed Assets (Net of depreciation of $2,998) 15,757 ------------- Total Property and Equipment 15,757 OTHER ASSETS Software for Licensing 513,718 ------------- Total Assets $ 569,390 ============= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES Accounts payable $ 500 ------------- Total current Liabilities 500 OTHER LIABILITIES Deposits against Software Licenses 50,000 ------------- 50,500 STOCKHOLDERS' EQUITY Common Stock (50,000,000 shares authorized and 12,999,368 issused and outstanding) (see Note 3) 12,999 Additional Paid-in Capital 1,005,480 Retained Deficit - accumulated during Development Stage (499,589) ------------- Total Stockholders' Equity 518,890 ------------ Total Liabilities and Stockholders' Equity $ 519,390 ========= See Accompanying Notes 3 UNITED TRADING.COM (Formerly United Casino Corporation) (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF INCOME (Unaudited) For the For the For the Period Six Months Six Months Inception thru June 30, 2000 June 30, 1999 June 30, 2000 -------------- -------------- -------------- REVENUES Consulting Fees $ $ $ 544,894 Interest Income 3,764 ---------- ---------- ---------- Total Revenues 548,658 EXPENSES General and Administrative 38,982 7,331 663,264 Allowance for Uncollectable Debt 0 0 160,937 Depreciation and Amortization 1,975 0 39,518 ---------- ---------- ---------- Total Expenses 40,957 7,331 863,719 Income (Loss) from activities of NetBet, Inc. (See Note 1) 0 (118,250) Loss on sale of NetBet Stock 0 0 (66,278) ---------- ---------- ---------- Net Income (Loss) ($40,957) ($7,331) ($499,589) =========== ============ ========== Loss per Common Share, basic and diluted ($0.004) ($0.020) ($0.413) =========== ============ ========== Weighted Average number of Common Shares outstanding, basic and diluted adjusted for 1/50 reverse split in 1999 9,745,469 368,060 1,209,430 =========== =========== =========== See Accompanying Notes 4 UNITED CASINO CORPORATION (Formerly United Casino Corporation) (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) For the For the Three Months Three Months June 30, 2000 June 30, 1999 -------------- -------------- REVENUES Consulting Fees $ $ Interest Income ---------- ---------- Total Revenues EXPENSES General and Administrative 20,231 6,742 Depreciation and Amortization 1,301 0 ---------- ---------- Total Expenses 21,532 6,742 ---------- ---------- Net Income (Loss) ($21,532) ($6,742) =========== ============ Loss per Common Share, basic and diluted ($0.002) ($0.006) =========== ============ Weighted Average number of Common Shares outstanding, basic and diluted adjusted for 1/50 reverse split in 1999 12,999,368 1,209,430 =========== =========== See Accompanying Notes 5 UNITED CASINO CORPORATION (A Development Stage Enterprise) (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the For The For the Period Six Months Six Months Inception thru June 30, 2000 June 30, 1999 June 30, 2000 -------------- -------------- -------------- OPERATING ACTIVITIES - ---------------------------------- Net Loss ($40,957) ($7,331) ($499,589) Adjustments to reconcile Net Loss to Cash provided (used) by operating activities: Depreciation and Amortization 1,975 0 15,973 Changes in operating assets and liabilities: Decrease (increase) in Deferred Offering Costs 15,550 0 0 Increase (decrease) in Accounts Payable (27,083) 0 500 (Increase) decrease in Advances 1,411 (Increase) decrease in Deposits 50,000 0 50,000 ---------- ---------- ---------- Net cash provided by Operating Activities (515) (5,920) (433,116) INVESTMENT ACTIVAITIES - -------------------------------------- Decrease (increase) in Property and Equipment (2,346) 0 (36,253) Decrease (increase) in Software for License (391,131) (34,500) (513,718) Decrease (increase) in Organization Costs (1,190) ---------- ---------- ---------- Net cash (used) by Investment activities (393,477) (34,500) (551,161) FINANCING ACTIVITIES - --------------------------------- Disposal of Computer Equip 5,714 5,714 Increase (decrease) in Common Stock 430,450 34,500 1,018,479 ---------- ---------- ---------- Net cash provided by Financing Activities 430,450 40,214 1,024,193 ---------- ---------- ---------- Increase (decrease) in Cash 36,458 (206) 39,916 Cash at Beginning of Period 3,458 291 0 ---------- ---------- ---------- Cash at End of Period $ 39,916 $ 85 $ 39,916 ========== ========== ========== See Accompany Notes 6 UNITED TRADING.COM (Formerly Untied Casino Corporation (A Development Stage Enterprise) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 1. ORGANIZATION - ------------------------- United Trading.Com (Formerly Casino Corporation - hereinafter referred to as "the Registrant") was formed as a corporation under the laws of the State of Nevada in 1952 under the name "Blue Jacket Mining Company". In December 1994 the Registrant's shareholders approved a reverse merger with United Casino Corporation, a Nevada Corporation, and the Registrants name was changed at that time to United Casino Corporation, and on July 17, 2000 the shareholders approved the name change to United Trading.Com. The Registrant has since pursued the general business objectives of providing consulting and product support for the entertainment industry particularly as applied to the world wide Internet, and continues to concentrate on Internet related activities through the development of software for Internet activities and the development of Internet sites to expand its e-commerce exposure. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ------------------------------------------------------------------------------ a. Investments Investments are carried at cost except, where in the opinion of management, there has been a loss in value other than a temporary decline in which case the carrying value is reduced to its estimated value. b. Software for Licensing Expenditures incurred for the acquisition of and development of computer software for licensing to third parties has been capitalized and will be amortized over a 5 year period from July 12, 2000 following the first licensing of the software, Which was effective July 11, 2000 . c. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes as set forth in FASB Statement No. 109, "Accounting for Income Taxes." Under the asset and liability method, deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. 3. COMMON STOCK - ----------------------------- The Company effected a reverse split of its common stock $0.001 par value on November 2, 1999 on the basis of one share of common stock $0.001 par value. The authorized capitalization of the Company remained unchanged, with 50,000,000 (par value $0.001) common shares and 20,000,000 (par value $0.001) preferred stock authorized. At June 30, 2000, there were 12,999,368 common shares and no preferred shares outstanding. 4. PROVISION FOR INCOME TAXES - ------------------------------------------------ Since the Company has generated no accounting taxable income which would require a tax provision, and due to the uncertainty as to the timing of the realization of tax benefits from accumulated losses, no tax credit is being claimed at this time. 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 generated no revenues during the three or six month periods ended June 30,2000. 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. Plan of Operation The Registrant plans to continue development of its software applicable to niche e-commerce Internet applications for licensing and to intensify its marketing efforts for already developed software during the next 12-month period. The Registrant has utilized and will continue to utilize the proceeds of its sale of its securities in February and March, 2000 to fund its operation, including the software being developed, over the remainder of the current year. In addition, the Registrant has received the initial funds from its revenue sharing agreement with Malt Ltd. and the initial funds from the sale in July of two licenses of its software, and expects to continue to receive monthly payments on the remaining balances due over the next two years. If additional funds are required during the next twelve months the Registrant would plan to obtain funds through one or more of the following sources; loans to the Registrant, sale of additional common stock and / or additional profits from operations. There can be no assurances that such funding will be available on terms acceptable to Registrant or available at all. The Registrant plans to procure approximately $32,000 in computers and related equipment during the remainder of the year. The Registrant does not plan to hire any new full time employees during the next 12 months. All additional work is planned to be performed by outside consultants who are currently available to the Registrant. 8 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - NONE ITEM 2. CHANGES IN SECURITIES a) NONE b) NONE c) There were no sales of securities made by the Company during the quarter ended June 30, 2000. d) None ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: a) Annual Shareholders meeting with majority action of shareholders held July 17, 2000 b) The following directors were elected at the meeting: Norman Wright Ian Anderson Gary Tate c) The following items were voted upon at the meeting: 1) To approve proposed amendments to the Articles of Incorporation of the Company, to: a) change the name of the Company from UNITED CASINO CORPORATION to UNITED TRADING.COM; and b) change the number of directors authorized from the current "3", to be "1 to 9." 2)To elect three persons, Norman Wright, Ina Anderson and Gary Tate, 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. Under the majority action, all matters and each individual received 12,600,000 affirmative votes representing 96% of the outstanding eligible voting shares. No shares were voted against the matters or were withheld. d) none 9 ITEM 5. OTHER INFORMATION - The shareholders of the Company on July 17, 2000 approved the name change from United Casino Corporation to Untied Trading.Com effective with the filing of such change with the Nevada Secretary of State on July 24, 2000, and the trading symbol was changed to OTCBB:"UDDT" (CUSIP number 913083 10 1). The company's new mailing address is 440-10816 Macleod Trail South, # 201, Calgary, Alberta Canada, T2J5N8. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (a) Exhibits EX-27 Financial Data Schedule (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: June 14, 2000 By:/S/IAN ANDERSON ---------------- IAN ANDERSON, CORP. SECRETARY 10