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: March 31, 2001
Commission File Number: 0-29987
UNITED TRADING.COM
(Exact name of small business issuer as specified in its charter)
Nevada 88-0106514
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
19762 MacArthur Blvd., # 300
Irvine, California
(Address of principal executive offices)
92612
(Zip Code)
(949) 553-9660
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(Issuer's Telephone Number)
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(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 September 30, 2000, was 12,999,368 shares.
1
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period ended March 31,
2001, are attached hereto.
2
UNITED TRADING.COM
(A Development Stage Enterprise)
BALANCE SHEET
March 31, 2001
(Unaudited)
ASSETS
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CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 749
Current portion of contacts receivable (Note 2) . 280,000
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Total Current Assets . . . . . . . . . . . . . . . . 280,749
OTHER ASSETS
Contracts receivable.(Note 2) . . . . . . . . . . 210,000
Premium Java site development costs
(Net of amortization of $1,500) . . . . . . . . 13,500
Software for Licensing (net of
amortization of $89,230) (Note 3). . . . . . . 557,387
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780,887
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Total Assets . . . . . . . . . . . . . . . . . $1,061,636
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Liabilities and Shareholder Equity
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . $ 3,272
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Total Current Liabilities. . . . . . . . . . . 3,272
OTHER LIABILITIES
Advances/deposits . . . . . . . . . . . . . . . . 70,938
Deferred income taxes (Note 4). . . . . . . . . . 16,000
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86,938
STOCKHOLDERS' EQUITY
Common Stock (50,000,000 shares authorized
and 41,208,104 issued and outstanding). . . . . 41,208
Additional Paid-in Capital. . . . . . . . . . . . 1,131,771
Retained Deficit - accumulated during
Development Stage. . . . . . . . . . . . . . . (201,553)
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Total Stockholders' Equity. . . . . . . . . . . . 971,426
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Total Liabilities and
Stockholders' Equity . . . . . . . . . $1,061,636
===========
See Accompanying Notes
3
UNITED TRADING.COM
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
(Unaudited)
For the For the For the Period
Quarter Ended Quarter Ended Inception thru
March 31, 2001 March 31, 2000 March 31, 2001
---------------- ---------------- ----------------
REVENUES
Consulting fees . . . . . . . . . . . . . $ - $ - $ 544,894
Sales . . . . . . . . . . . . . . . . . . - - 770,000
Interest income . . . . . . . . . . . . . - - 3,764
---------------- ---------------- ----------------
Total Revenues . . . . . . . . . . . . 0 0 1,318,658
EXPENSES
General and administrative. . . . . . . . 65,694 18,750 1,026,634
Allowance for uncollectable debt. . . . . 0 0 160,937
Depreciation and amortization . . . . . . 32,396 674 132,112
---------------- ---------------- ----------------
Total Expenses . . . . . . . . . . . . 98,090 19,424 1,319,683
Income (Loss) from activities of
NetBet, Inc. . . . . . . . . . . . . . 0 0 (118,250)
Loss on sale of NetBet stock. . . . . . . 0 0 (66,278)
---------------- ---------------- ----------------
Net Pre-Tax Income (Loss). . . . . . . . . . (98,090) (19,424) (185,553)
Net Pre-Tax Income (Loss) per
Common Share, basic and diluted. . . . . ($0.002) ($0.003) ($0.023)
================ ================ ================
Income taxes (Note 4) . . . . . . . . . . $ 24,000 0 ($16,000)
---------------- ---------------- ----------------
Net Income (Loss) After Taxes. . . . . . . . ($74,090) ($19,424) ($201,553)
================ ================ ================
Net Income (Loss) per
Common Share, basic and diluted. . . . . ($0.002) ($0.003) ($0.025)
================ ================ ================
Weighted Average number of Common
Shares outstanding, basic and diluted
adjusted for 1/50 reverse split in 1999
and 3/1 forward spit in October, 2000. 41,202,947 6,491,879 7,942,818
=========== =========== ===========
See Accompanying Notes
4
UNITED CASINO CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
For the For The For the Period
Quarter Ended Quarter Ended Inception thru
March 31, 2001 March 31, 2000 March 31, 2001
-------------- -------------- --------------
OPERATING ACTIVITIES
- ----------------------------------
Net Income (Loss). . . . . . . . . . . . . . . . $ (74,090) $ (19,424) ($201,553)
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization . . . . . . . . 32,396 674 108,567
Loss on disposal of office Furniture & Equip. 10,258 - 15,972
Changes in operating assets and liabilities:
Decrease (increase) in Deferred
Offering Costs . . . . . . . . . . . . . . - 15,550 -
Increase (decrease) in Accounts Payable . . . 3,271 (21,010) 3,271
Increase (decrease) in Income Taxes Payable . - -
(Increase) decrease in Receivable from
Software License Sales . . . . . . . . . . 50,000 (200,000) (490,000)
(Increase) decrease in Advance License Fees . (20,362) - 70,938
(Increase) decrease in Other Receivables. . . - (15,674) -
(Increase) decrease in Deposits . . . . . . . 25,000 - -
Increase (decrease) in Deferred Taxes . . . . (24,000) - 16,000
---------------- ---------------- ----------------
Net cash provided by Operating Activities. . . . 2,473 (239,884) (476,805)
INVESTMENT ACTIVAITIES
- --------------------------------------
Decrease (increase) in Property and
Equipment. . . . . . . . . . . . . . . . . - (800) (36,318)
Decrease (increase) in Software for
License. . . . . . . . . . . . . . . . . . (27,399) (120,320) (646,617)
Decrease (increase) in Premium
Java Site Development. . . . . . . . . . . - - (15,000)
Decrease (increase) in Organization Costs . . - - (1,190)
---------------- ---------------- ----------------
Net cash (used) by Investment activities . . . . (27,399) (121,120) (699,125)
FINANCING ACTIVITIES
- ---------------------------------
Disposal of Office Furniture & Equip. . . . . 3,700 - 3,700
Increase (decrease) in Common Stock . . . . . - 430,450 1,172,979
---------------- ---------------- ----------------
Net cash provided by Financing Activities. . . . 3,700 430,450 1,176,679
---------------- ---------------- ----------------
Increase (decrease) in Cash. . . . . . . . . . . (21,226) 69,446 749
Cash at Beginning of Period. . . . . . . . . . . 21,975 3,458 -
---------------- ---------------- ----------------
Cash at End of Period. . . . . . . . . . . . . . $ 749 $ 72,904 $ 749
================ ================ ================
See Accompany Notes
5
UNITED TRADING.COM
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001
NOTE 1 - Basis of Presentation
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The accompanying consolidated balance sheet of United Trading.Com (A Development
Stage Company) at March 31, 2001, and the consolidated statements of operations
for the three months ended March 31, 2000 and 2001 and the cumulative period
during the development stage through March 31, 2001 and the consolidated
statements of cash flows for three months ended March 31, 2000 and 2001 and the
cumulate period during the development stage through March 31, 2001, 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 a normal recurring nature. The unaudited consolidated 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,
2000.
Operating results for the three months ended March 31, 2001, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2001.
NOTE 2 - Contracts Receivable
The Company has 2 contacts each outstanding for the licensed use of its casino
and sports book software. The two Casino contacts call for quarterly payments of
$25,000 per quarter and the two sports book contracts call for quarterly
payments of $10,000 per quarter. All four contacts are current as of March 31,
2001.
NOTE 3 - Software for Licensing
Software for Licensing Expenditures of approximately $647,000 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.
NOTE 4 - 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.
6
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.
In the fourth quarter of 2000, two contracts each were cancelled by the
licensees, and no new contracts were entered during the quarter ended March 31,
2001. The existing contracts call for payments totaling $700,000 over their
life.
The Company plans to continue marketing its Internet Casino and Spots-book
software packages, and in the quarter ended March 31, 2001 introduced its
lottery software which was incorporated in the Company's Casino software at no
additional charge to the license holders. As of March 31, 2001, no additional
purchasers for the Company's software have been identified, and the Company is
evaluating other alternatives to maximize shareholder value.
The Company does not plan to hire any full time employees during the next 12
months. All additional work is planned to be performed by outside consultants.
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.
7
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 March 31, 2001.
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: - 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: March 10, 2001 By:/S/Norman Wright
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Norman Wright, President
8