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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] 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
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(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,
S/James G. Brewer
--------------------------------
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 Amendments 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