SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g)
OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED CASINO CORPORATION
(Name of Small Business Issuer in its Charter)
NEVADA 88-0106514
- ----------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification)
Incorporation or Organization)
17612 JORDAN AVE. #1A, IRVINE, CA 92612
- ---------------------------------------------
(Address of Principle Executive Offices)
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 559-6955
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to so Registered Name of Each Exchange on
which
Each Class is Registered
____________None_____________ ____________________________
----
______________________________ ____________________________
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PER SHARE
------------------------------
(Title of Class)
1
<PAGE>
PART I
------
Item 1. Description of Business (Information required by item 101 of
Regulation SB)
- - BUSINESS DEVELOPMENT
---------------------
United 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. The Registrant then pursued the general business objectives of
providing consulting and product support for the entertainment industry
particularly as applied to the world wide Internet.
In April 1996, the Registrant's controlled subsidiary UCC-Netco Ltd. (an
Alberta, Canada Corporation) formed in 1995. merged with Alexander Wolfe a
publicly traded Nevada Company (renamed Netbet Inc.) As a result of the merger
Registrant acquired 3,913,402 restricted (pursuant to Rule 144) shares of Netbet
Inc. (approximately 32% ownership of Netbet Inc.)
In January 1997 Registrant acquired approximately a 31% interest (restricted
shares pursuant to Rule 144) in Torrey Pines Nevada Inc. a publicly traded
Nevada Company through a merger with Torrey Pines Nevada of the Registrant's
wholly owned subsidiary Internet Consultants Ltd. (a private Nevada Corporation
formed in 1995). In January 1998 Torrey Pines Nevada Ltd. merged with Netbet
Inc. As a result of the merger the Registrant received an additional 1,033,437
restricted shares of Netbet Inc. The Registrant's total interest in Netbet Inc.
as of January 1998 represented approximately 26% of the issued and outstanding
shares of Netbet Inc. In March 1999 Netbet Inc. merged with a private company.
As a result of this merger the Registrant's interest in Netbet Inc. was reduced
to approximately 7.8%.
In June of 1999 the Registrant distributed the 3,913,402 shares of Netbet Inc.
acquired by the Registrant in April 1996 directly to the Registrant's
shareholders on a prorate basis of the Shareholders ownership of the Registrant.
In July of 1999 the Registrant sold the remaining 1,033,437 shares of Netbet
Inc. acquired in January 1998 in a Rule 144 sale. The Registrant is using the
proceeds from this sale of stock to develop proprietary software for e-commerce
applications for future license sales.
In November of 1999 the Registrant effected a 50/1 reverse split of its issued
and outstanding common stock.
- - BUSINESS OF ISSUER (numbering refers to numbers under item 101 part (b)
--------------------
of regulation S-B)
(1) The Registrant has developed or is developing software, security and
transaction techniques applied to certain Internet niche markets for e-commerce
applications particularly as applicable to offshore (outside U.S.) markets where
selling costs are historically high and therefore strategic alliances and
relationships are significant in terms of overall cost effectiveness. The
Registrant is also planning to offer and sell technical support services related
to those products.
(2) The Registrant plans to sell its products and services to a global
customer base being initially developed through its existing revenue sharing
agreement and software being developed by Registrant for a Cook Islands based
e-commerce web site. The Registrant also plans to use the free marketing
available through Internet chat sites and later to expand this advertising by
using banner adds on Internet search engines.
(3) The Registrant has not publicly announced any new product or service.
(4) The e-commerce segment of the Internet is a rapid growing and highly
competitive business. The Company as a small business intends to concentrate on
selected market niches using proprietary software development and strategic
alliances; however, there is no assurance that the Company will be successful in
its endeavors.
(5) The Registrant does not rely on the availability of new materials.
(6) The Registrant intends to market to the world wide Internet.
(7) The Registrant intends to apply for patents and copyrights where
applicable. The Registrant has one revenue sharing agreement for an e-commerce
service currently with a 10 year term. The Registrant does not have any current
labor contracts other than general outside consulting arrangements.
(8) The Registrant does not believe that Governmental approval will be
required for it current principal products and services.
(9) The Registrant does not believe that existing governmental regulations
will, and is not aware of any probable governmental regulations that would,
effect the Company's business.
(10) The amount spent by the Registrant on research and development in its
last fiscal year was approximately $122,000. In the previous fiscal year no
expenditures were made on research and development. The Registrant believes it
will recover these expenditures through future sales of software licenses.
(11) The Registrant does not believe that its current or near term planned
operations will require approval under existing environmental laws.
(12) The Registrant currently has no full time employees. The Registrant
currently relies on outside consultants and other third parties for its business
operation.
2
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation (Information
-----------------------------------------------------------------
required by item 303 of regulation S-B)
Since the registrant has not had revenues from operations in each of its last
two fiscal years, the information required in item 303 (a) of Regulation S-B
will be provided.
- - 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 plans to utilize the proceeds of its sale of Registrant's
securities approved by The State of Nevada in February 2000 and the proceeds
from the sale of Registrant's restricted securities to BFI Ltd. to fund its
operation including the software planned to be developed over the next twelve
months (see also part 2 - Item 4 "Recent Sales of Unregistered Securities") In
addition the Registrant believes it will receive funds from its revenue sharing
agreement with Malt Ltd. and make one or more licensing sales of its software at
some time during the next twelve months. 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 next twelve months.
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.
Item 3. Description of Property (Information required by item 102 of Regulation
S-B)
The Registrant currently leases space in Irvine, California for its principal
executive office. The Registrants physical property is limited to basic office
furniture, computers and associated peripherals and materials, telephones,
printers and fax machines.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
----------------------------------------------------------------------
(Information required by Item 403 of Regulation S-B)
The following table sets forth as of February - 1999 the name and share holdings
of any person known by the Registrant to be the beneficial owner of more than
five percent (5%) of the Registrants common stock and the name and share
holdings of (i) each director and each officer named in the Table below and (ii)
all officers and directors as a group.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
<S> <C> <C> <C>
(Common Shares)
Principle Shareholders
---------------------------------
Common BFI Ltd. 10,000,000 ( See Note1) 77%(1)
Stock C/O Trustnet (Cook Islands) Ltd.
Avarua, Rarotonga
Cook Islands
Officers Directors
---------------------------------
Common Ian Anderson - 0 - - 0 -
Stock 17612 Jordan Ave. #1A
Irvine, CA 92612
---------------------------------
Common Gary Tate 5,000 0.0385 %-
Stock 17612 Jordan Ave. #1A
Irvine, CA 92612
---------------------------------
Common Norman Wright 8,000 0.0615 %
Stock 17612 Jordan Ave. #1A
Irvine, CA 92612
________ ________
All Officers and Directors
---------------------------------
as a group (3 persons) 13,000 0.10%
</TABLE>
3
<PAGE>
(1) Note - Shares owned by BFI Ltd. are restricted securities pursuant to
Regulation S issued on Feb 12, 2000 (see also Part 2 - Item 4 "Recent Sales of
Unregistered Securities") BFI Ltd. currently performs certain software
consulting services for the Registrant (See Part 1 - Item "Certain
Relationships and related transactions").
The Registrant is not aware of any other arrangements which may result in a
change of control of the Registrant.
Item 5. Directors and Executive Officers, Promoters and Control Persons.
- --------------------------------------------------------------------------------
(Information required by Item 401 of Regulation S-B)
- -------
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.
Item 6. EXECUTIVE COMPENSATION (Information required by Item 402 of Regulation
----------------------
S-B)
The following table sets forth the compensation of the Registrant's chief
executive officer for the periods indicated.
<TABLE>
<CAPTION>
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 $ $ $ $ # $ $
(a) (b) (c) (d) (e) (f) (g) (h) (I)
- ----------- -------- -------- ------- --------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
- ----------- --------
</TABLE>
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 or the interim period from the date of the end of the last fiscal year to
the date of this Form 10-SB.
4
<PAGE>
- - Compensation of Directors
---------------------------
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.
- - Termination of Employment and Change of Control Agreement
----------------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from the Registrant, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payment to any
such person because of his resignation retirement or other termination of such
person's employment with the Registrant, or any change in control of the
Registrant, or a change in the person's responsibilities following a change in
control of the Registrant.
Item 7. Certain Relationships and Related Transactions (Information required by
----------------------------------------------
Item 404 of Regulation S-B).
The only transaction under item 7 is software consulting services provided to
the Registrant by BFI Ltd. named as a security holder in response to Item 4
(item 403 of Regulation S-B). The amount expended in the last two years by the
Registrant to BFI Ltd. for these software consulting services in cash and
restricted securities was approximately $150,000.
Item 8. Description of Securities
---------------------------
The authorized capital stock of the Registrant consists of 70,000,000 shares, of
which 20,000,000 are shares of preferred stock, $0.001 par value per share, and
50,000,000 are shares of common stock, $0.001 par value per share. There are
currently 12,997,066 shares of common stock outstanding and no (zero) shares of
preferred stock.
Holders of the Registrants common stock are entitled to one (1) vote per share
on all matters submitted to any vote of stockholders. Cumulative voting for the
election of directors is not permitted and, therefore, the holders of a majority
of the shares of the Registrant's common stock entitled to vote for directors
will be able to elect all of the directors. The Registrants common stock does
not have preemptive rights and is not convertible, redeemable or assessable. The
holders of the Registrant's common stock are entitled to receive dividends as
may be declared by the Board of Directors out of funds legally available
therefore. See "Dividends on Registrant's Common Stock" below. Upon liquidation
or dissolution, holders of the Registrant's common stock are entitled to share
ratably in all net assets available for distribution to stockholders subject to
any liquidation preference of any future outstanding preferred stock.
PART II
-------
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
-------------------------------------------------------------------------
Related
- -------
Stockholder Matter. (Information required by item 201 of Regulation S-B)
- ---------------------
- - Market Information
-------------------
The Registrant's Common Stock has been traded on a limited basis in the over the
counter market. Quotations are published on the OTC Bulletin Board under the
symbol "UCNO" and in the National Quotation Bureau Inc. under United Casino
Corporation.
Quarter Ended Low Bid Price* High Bid Price*
-------------- --------------- ----------------
March 31, 1998 $7.8125 $12.5000
June 30, 1998 7.8125 9.3750
September 30,1998 1.5625 7.8125
December 31, 1998 1.5625 1.5625
March 31, 1999 1.5625 1.5625
June 30, 1999 1.5625 1.5625
September 30, 1999 1.5625 1.0000
December 31, 1999 0.0600 1.0000
* Prices adjusted for 50/1 reverse stock split in November, 1999.
5
<PAGE>
- - Holders
-------
The number of holders of the Registrants common stock as of Dec. 31, 1999 was
approximately 922.
These numbers do not include an indeterminate number of stockholders whose
shares may be held by brokers in street name.
- - Dividends
---------
(1) No cash dividends have been declared on any stock of the Registrant in
the last two fiscal years.
(2) The Registrant does not plan to pay dividends on common equity in the
foreseeable future.
Item 2. Legal Proceedings (Information required by Item 103 of Regulation S-B)
-----------------
The Registrant is not a party to, or aware of any pending legal proceeding with
respect to the Registrant or any of its property.
Item 3. Changes in and Disagreements with Accountants (Information required by
---------------------------------------------
item 304 of Regulation S-B)
No independent accountant of the Registrant has resigned (or declined to stand
for reelection) or was dismissed during the Registrants two most recent fiscal
years.
Item 4. Recent Sales of Unregistered Securities (Information Required by Item
---------------------------------------
701 of Regulation S-B)
The Table below summarizes the information required for all the sales of
unregistered securities by Registrant for the past 3 years.
<TABLE>
<CAPTION>
Date Shares Post Base Rules Relied Shareholder Consideration other
November, 1999 upon for Exemption Name or Than Cash
Stock split) from Registration* Class
--------------- -------------------- -------------- -------------------
<S> <C> <C> <C> <C>
Jan-97 300 Section 4(2) of the M. Blythe Consulting Services
Act & Rule 144 Valued at $7,500
-------------------- -------------- --------------------
Regulation S & Glen Fund Consulting Services
Jan-97 2,000 Section 4(2) of the Management Valued at $25,000
Act.
-------------------- -------------- --------------------
Regulation S & Bishop Consulting Services
Jan-97 1,300 Section 4(2) of the Southwick Ltd. Valued at $25,000
Act.
-------------------- -------------- --------------------
Sep-98 1,200 Section 4(2) of the J. Blythe Consulting Services
Act & Rule 144 Valued at $7,500
-------------------- -------------- --------------------
Regulation S & Bus. Eng. Ltd. Consulting Services
Jun-99 40,000 Section 4(2) of the Valued at $2,000
Act.
-------------------- -------------- --------------------
Regulation S & Malt Ltd. Revenue Sharing
Jun-99 600,000 Section 4(2) of the Agreement valued at
Act. $ 30,000
-------------------- -------------- --------------------
Regulation S & Binary Magic Consulting Services
Jun-99 20,000 Section 4(2) of the Ltd. Valued at $1,000
Act.
-------------------- -------------- --------------------
Regulation S & Chinatech Consulting Services
Jun-99 20,000 Section 4(2) of the Trading Valued at $1,000
Act.
-------------------- -------------- --------------------
Jun-99 5,000 Section 4(2) of the Gary Tate Consulting Services
Act & Rule 144 Valued at $250
-------------------- -------------- --------------------
Regulation S & Graeme Consulting Services
Jun-99 5,000 Section 4(2) of the Whitfield Valued at $250
Act.
-------------------- -------------- --------------------
Regulation S & BFI Ltd. $ 100,000 Consulting
Feb-00 10,000,000 Section 4(2) of the Services and
Act. $ 200,000 Promissory
Note
-------------------- -------------- --------------------
a) Reg D Section 504 Sales made in Cash $150,000 gross
Mar-00 2,000,000 b)Nevada Revised Nevada U.S.A. Proceeds.
Statutes 90.490 to four Net Proceeds
c)Section 4.2 of the unaccredited $ 147,000
Act. investors
-------------------- -------------- --------------------
<FN>
* As well as any other available exemptions from registration.
</TABLE>
6
<PAGE>
Item 5. Indemnification of Directors and Officers
---------------------------------------------
As permitted by the provisions of the Nevada Revised Statutes, (the "NRS"), the
Registrant has the power to indemnify any person made a party to an action, suit
or proceeding by reason of the fact that they are or were a director, officer,
employee, or settlement actually and reasonably incurred by them in connection
with any such action, suit, or proceeding if they acted in good faith and in a
manner which they reasonably believed to be in, or not opposed to, the best
interest of the Registrant and, in any criminal action or proceeding, they had
no reasonable cause to believe their conduct was unlawful. Termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which they
reasonable believed to be in or not opposed to the best interest of the
Registrant, and in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful.
The Registrant must indemnify a director, officer, employee, or agent of the
Registrant who is successful, on the merits or otherwise, in the defense of any
action, suit, or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are, or were a director,
officer, employee, or agent of the Registrant, against expenses actually and
reasonably incurred by them in connection with the defense.
The Registrants Articles of Incorporation and bylaws eliminate personal
liability of directors, officers, and stockholders of the Registrant for damages
for breach of fiduciary duty, but do not eliminate the liability of a director
or officer for (i) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (ii) the payment of distributions to
stockholders in violation of the applicable statutes of the NRS.
The Registrant may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Registrant.
The NRS also permits the Registrant to purchase and maintain liability insurance
or make other financial arrangements on behalf of any person who is, or was a
director, officer, employee, or agent of the Registrant, or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee, or agent, or arising out of
their statutes as such, whether or not the Registrant has the authority to
indemnify them against such liability and expenses.
7
<PAGE>
PART F/S
--------
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
ANNUAL FINANCIAL STATEMENTS
---------------------------
UNITED CASINO CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Independent Auditor's Report F-2
Consolidated Balance Sheet as of December 31, 1999
and December 31, 1998 F-3
Consolidated Statements of Operations for the years ended
ended December 31, 1999 from December 31, 1998, and
the cumulative period during the development stage from
December 23, 1994 (Inception) through December 31, 1999 F-4
Consolidated Statements of Changes in Shareholders' Equity
for the year ended December 31, 1999 and December 31, 1998, F-5
Consolidated Statements of Cash lows for the year ended December 31,
1999, December 31, 1998 and the cumulative period during the
development stage from December 23, 1994 (Inception) through
December 31, 1999 F-6
Notes to Consolidated Financial Statements F-7 - F-8
8
<PAGE>
UNITED CASINO CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
WITH
REPORT OF
CERTIFIED PUBLIC ACCOUNTANT
9
<PAGE>
WILLIAM E. COSTELLO, CPA
16055 VENTURA BOULEVARD, SUITE 1212
ENCINO, CALIFORNIA 91436
INDEPENDENT AUDITOR'S REPORT
Board of Directors
United Casino Corporation
I have audited the accompanying balance sheets of United Casino Corporation and
Subsidiaries as of December 31, 1999, and December 31, 1998, and the related
statements of income (loss), changes in stockholder' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of United Casino Corporation and
Subsidiaries as of December 31, 1999 and December 31, 1998 and the results of
its operations and cash flows for the years then ended, in conformity with
generally accepted accounting principles.
William E. Costello,
William E. Costello, CPA
March 14, 2000
Encino, California
PAGE F-2
10
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
December 31, 1998, and 1999
ASSETS
------
12/31/1998 12/31/1999
-------------------------------------- ---------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 679 $ 3,459
Other Receivable 1,132
------------- -------------
Total Current Assets 1,811 3,459
PROPERTY AND EQUIPMENT
Fixed Assets (Net of depreciation of
$1,023 and $11,785) 5,714 15,385
------------- -------------
Total Property and Equipment 5,714 15,385
OTHER ASSETS
Receivable from NetBet, Inc. 160,937 0
Investment in Netbet, Inc. (Notes 1 and 3) 552,470
Organization costs (Net of amortization
of $1,190 and $1,190)
Software for Licensing 122,587
Deferred Offering Costs 15,550
------------- -------------
Total Assets $ 720,932 $ 156,981
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------
CURRENT LIABILITIES
Accounts payable (Note 1) $ $ 27,583
------------- -------------
Total current Liabilities 0 27,583
STOCKHOLDERS' EQUITY
Common Stock (50,000,000 shares authorized
and 15,353,285 and 997,066 outstanding)
(see Note 4) 15,353 997
Additional Paid-in Capital 906,800 587,033
Retained Deficit - accumulated during
Development Stage (201,221) (458,632)
------------- -------------
Total Stockholders' Equity 720,932 129,398
------------- ------------
Total Liabilities and
Stockholders' Equity $ 720,932 $ 156,981
========= =========
See Accompanying Notes PAGE F-3
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF INCOME
For the Years ended December 31, 1998, and 1999
and
Inception through December 31, 1999
Inception thru
12/31/1998 12/31/1999 12/31/99
<S> <C> <C> <C>
----------- ---------- ----------
REVENUES
Consulting Fees $ $ $ 544,894
Interest Income 3,764
---------- ---------- ----------
Total Revenues 548,658
EXPENSES
General and Administrative 13,075 29,173 624,282
Write-off of uncollectable debt 160,937 160,937
Depreciation and Amortization 3,569 1,023 37,543
---------- ---------- ----------
Total Expenses 16,644 191,133 822,762
Income (Loss) from activities of
NetBet, Inc. (See Note 1) (109,682) (118,250)
Loss on sale of NetBet Stock (66,278) (66,278)
---------- ---------- ----------
Net Income (Loss) ($126,326) ($257,411) ($458,632)
=========== ============ ==========
Loss per Common Share, Basic and Diluted ($0.412) ($0.499) ($1.254)
=========== ============ ==========
Weighted Average number of Common
Shares outstanding, Basic and Diluted 306,378 515,844 365,761
=========== ============ ==========
See Accompanying Notes PAGE F-4
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years ended December 31, 1998 and 1999
Common Paid-in Retained Total
Stock Capital Earnings Equity
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance, 12/31/97 $ 15,293 $ 899,361 ($74,895) $ 839,759
Issuance of Stock 60 7,439 7,499
Net Income (126,326) (126,326)
--------- --------- --------- ---------
Balance 12/31/98 $ 15,353 $ 906,800 ($201,221) $ 720,932
Distribution of NetBet
stock to Shareholders (368,623) (368,623)
Issuance of Stock for
Software 30,000 30,000
Issuance of Stock for
Consulting services 4,500 4,500
Reverse stock split (48,856) 48,856
Net Loss (257,411) (257,411)
--------- --------- --------- ---------
Balance. 12/31/99 $ 997 $ 587,033 ($458,632) $ 129,398
========= ======== ========= =========
See Accompanying Notes
PAGE F-5
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years ended December 31, 1998, and 1999
and Inception through December 31, 1999
Inception thru
12/31/1998 12/31/1999 12/31/1999
OPERATING ACTIVITIES ---------- ---------- ----------
- ----------------------------------
<S> <C> <C> <C>
Net Loss ($126,326) ($257,411) ($458,632)
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization 3,569 1,023 13,998
Changes in operating assets and liabilities:
Decrease (increase) in other Receivable (1,132) 1,132
Decrease (increase) in Deferred
Offering Costs (15,550) (15,550)
Increase (decrease) in Accounts Payable 27,583 27,583
---------- ---------- ----------
Net cash provided by Operating Activities (123,889) (243,223) (432,601)
INVESTMENT ACTIVAITIES
- --------------------------------------
Decrease (increase) in Property and
Equipment 1,132 (16,408) (33,907)
(Decrease (increase) in Software for
License (122,587) (122,587)
Decrease (increase) in Organization Costs (1,190)
Decrease (increase in Investment in NetBet 109,682 713,407 0
---------- ---------- ----------
Net cash (used) by Investment activities 110,814 574,412 (157,684)
FINANCING ACTIVITIES
- ---------------------------------
Disposal of Computer Equip 5,714 5,714
increase (decrease) in Common Stock 7,499 (334,123) 588,030
--------- ---------- ----------
Net cash provided by Financing Activities 7,499 (328,409) 593,744
--------- ---------- ----------
Increase (decrease) in Cash (5,576) 2,780 3,459
Cash at Beginning of Period 6,255 679 0
--------- ---------- ----------
Cash at End of Period $ 679 $ 3,459 $ 3,459
========= ========== ==========
See Accompany Notes PAGE F-6
</TABLE>
14
<PAGE>
UNITED CASION CORPORATION
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINACIAL STATEMENTS
December 31, 1998 and 1999
1. ORGANIZATION
- ----------------
United 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. The Registrant then pursued the general business objectives of
providing consulting and product support for the entertainment industry
particularly as applied to the world wide Internet.
In April 1996, the Registrant's controlled subsidiary UCC-Netco Ltd. (an
Alberta, Canada Corporation) formed in 1995. merged with Alexander Wolfe a
publicly traded Nevada Company (renamed Netbet Inc.) As a result of the merger
Registrant acquired 3,913,402 restricted (pursuant to Rule 144) shares of Netbet
Inc. (approximately 32% ownership of Netbet Inc.)
In January 1997 Registrant acquired approximately a 31% interest (restricted
shares pursuant to Rule 144) in Torrey Pines Nevada Inc. a publicly traded
Nevada Company through a merger with Torrey Pines Nevada of the Registrant's
wholly owned subsidiary Internet Consultants Ltd. (a private Nevada Corporation
formed in 1995). In January 1998 Torrey Pines Nevada Ltd. merged with Netbet
Inc. As a result of the merger the Registrant received an additional 1,033,437
restricted shares of Netbet Inc. The Registrant's total interest in Netbet Inc.
as of January 1998 represented approximately 26% of the issued and outstanding
shares of Netbet Inc. In March 1999 Netbet Inc. merged with a private company.
As a result of this merger the Registrant's interest in Netbet Inc. was reduced
to approximately 7.8%.
In June of 1999 the Registrant distributed the 3,913,402 shares of Netbet
Inc. acquired by the Registrant in April 1996 directly to the Registrant's
shareholders on a prorate basis of the Shareholders ownership of the Registrant.
In July of 1999 the Registrant sold the remaining 1,033,437 shares of Netbet
Inc. acquired in January 1998 in a Rule 144 sale. The Registrant is using the
proceeds from this sale of stock to develop proprietary software for e-commerce
applications for future license sales.
In November of 1999 the Registrant effected a 50/1 reverse split of its
issued and outstanding common stock.
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 the date of the first licensing of the
software, expected to occur in fiscal year 2000.
c. Income Taxes
The Company utilizes the asset and liability method of accounting for
income taxes as set forth in FAXB 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. RECEIVABLE FROM NETBET, INC.
- -----------------------------------
At December 31, 1999, the Company had advanced a total of $160,937 to
Netbet. The Company has an option to convert this note to common restricted
shares of Netbet at a price of $0.125 per share. The company could otherwise
expect to receive reimbursement of these funds from Netbet through revenues
received by Netbet from its operations, and/or from funds raised by Netbet from
equity offerings made by Netbet. As of December 31, 1999, Netbet has not
generated any significant revenues and does not have any planned equity
offerings in process which would permit repayment of the note. Accordingly, UCC
has written-off the receivable from Netbet in its entirety. Proceeds, if any,
from payments on this note which may be received in future periods will be
accounted for as revenues in the periods in which such proceeds are received.
4. 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
(identified by its new CUSIP number)
PAGE F-7
15
<PAGE>
for each 50 shares of issued and outstanding common stock $0.0001 par value
(identified by its CUSIP
number). 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 December 31, 1999, there were 997,066 common
shares and no preferred shares outstanding.
5. REVENUE-SHARING AGREEMENT
- ------------------------------
The company entered into a Revenue Sharing Agreement in 1999 with Malt
Ltd., a Cook Islands company, for a 24% share of the Net Revenues in an
e-commerce server being developed in the Cook Islands in exchange for 600,000
restricted (post split) shares pursuant to Regulation S and Rule 4.(2) of the
Securities Act.
6 PROVISION FOR INCOME TAXES
- ---------------------------------
Due to the various write-offs of projects to paid-in capital, the Company
has no accounting taxable income which would require a tax provision. Because
of the uncertainty as to the timing of the realization of tax benefits from
these losses, no tax credit is being claimed at this time.
7 SUBSEQUENT EVENT
- ---------------------
The Company filed an offering statement for review by the state of Nevada
on January 17, 2000. The maximum gross proceeds from the offering would be
$150,000.
PAGE F-8
16
<PAGE>
PART III
--------
ITEM 1 INDEX TO EXHIBITS
-------------------
Exhibit Number Description
- --------------- -----------
3.1 Restated Articles of Incorporation for United
United Casino Corporation
3.2 Restated Bylaws for United Casino Corporation
10.1 Securities offering documents for offering made
in the State of Nevada under Section 90.490 of
the Nevada Revised Statues and Rule 504 of Reg-
ulation D of the Securities Act of 1933.
10.2 Note from BFI Limited with Investment letter
10.3 Stock Option Plan
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
United Casino Corporation
By: /s/ Ian Anderson
-------------------------
Ian Anderson
Date: March 16 ,2000
-------
17
<PAGE>
RESTATED
ARTICLES OF INCORPORATION
OF
UNITED CASINO CORPORATION
(FORMERLY KNOWN AS BLUE JACKET MINING COMPANY)
Article I
Name
----
The name of this corporation is United Casino Corporation.
Article II
Purpose
-------
The purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the Nevada Revised Statutes ("NRS").
Article III
Duration
--------
This corporation shall continue perpetually, or until dissolved by operation of
law or otherwise.
Article IV
Capital Stock
-------------
The aggregate number of shares of all classes of capital stock that this
corporation shall have authority to issue is 70,000,000 shares, 50,000,000 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 20,000,000 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 of the Company shall establish the specific rights, preferences,
privileges and restrictions of such Preferred Stock, or any series thereof.
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.
Article V
Directors
---------
The members of the governing board of this corporation are styled "directors"
and the number of persons on such board shall be not les than three (3) nor more
than seven (7), to be prescribed by the By-Laws of this corporation. The names
and addresses of the persons currently serving as the directors of this
corporation are:
Geoffrey Williams 10 West Broadway
Suite 510
Salt Lake City, Utah 84101
Zachary Schack 10 West Broadway
Suite 510
Salt Lake City, Utah 84101
Jamie Piburn 10 West Broadway
Suite 510
Salt Lake City, Utah 84101
18
<PAGE>
Article VI
Incorporators
-------------
The names and post office addresses of the incorporators of this corporation are
as follows:
Silas Cordes 10th and Main Streets
Boise, Idaho
Leon Carson 1621 Annett Street
Boise, Idaho
Jack Murdoch 1102 North 17th Street
Boise, Idaho
Article VII
Registered Agent
----------------
The name and address in this state of the corporation's agent for services of
process is:
Ross P. Eardley
469 Idaho Street
Elko, Nevada 89801
Article VIII
Stockholders' Liability
-----------------------
No stockholder shall be liable for the debts of the corporation for any amount
greater than their unpaid subscription.
Article IX
Liability of Directors
----------------------
The liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under Nevada Law.
Article X
Indemnification
---------------
The corporation shall indemnify the directors and officers of the corporation to
the fullest extent permissible under Nevada law.
Article XI
By-Laws
-------
The authority to make and to amend By-Laws for this corporation is hereby
expressly vested in the Board of Directors of the corporation, subject to the
power of the stockholders to change or repeal such By-Laws at any regular or
special meeting of the stockholders called for that purpose.
19
<PAGE>
RESTATED BYLAWS
OF
UNITED CASINO CORPORATION
A NEVADA CORPORATION
(FORMERLY BLUE JACKET MINING COMPANY)
20
<PAGE>
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the corporation is
6060 West Elton Avenue, Suite A, Las Vegas, Nevada 89107. The registered office
may be changed by the board of directors on proper notice pursuant to the Nevada
Revised Statute ("NRS") Section 78.095
SECTION 2. OTHER OFFICES. The corporation may also establish offices at such
other places, both within and outside the State of Nevada, as the board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders shall be held at any
place within or outside the State of Nevada designated by the board of
directors.
SECTION 2. ANNUAL MEETINGS. The annual meeting of stockholders shall be held at
such date or time as may be fixed by the board of directors. At such meeting,
directors shall be elected and any other proper business may be transacted. If
the annual meeting of the stockholders is not held, the election of directors
may be held at any meeting thereafter called pursuant to these bylaws.
SECTION 3. SPECIAL MEETINGS. A special meeting of the stockholders shall be
called at any time by the board of directors, or the president, or in his
absence, any vice president, or one or more stockholders holding in the
aggregate shares entitled to cast not less than one third (1/3) of the votes at
such meeting. If a special meeting is called by anyone other than the board of
directors, the request shall be in writing, specifying the time of the meeting
and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, any vice
president or the secretary of the corporation. The officer receiving such
request forthwith shall cause notice to be given to the stockholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may file the notice. Nothing contained in this paragraph of this
Section 3 shall be construed as limiting, fixing or affecting the time when a
meeting of stockholders called by action of the board of directors may be held.
Section 4. NOTICE OF MEETINGS. All notices of meetings of stock-holders shall
be sent or otherwise given in accordance with Section 5 of this Article II not
less than ten (10) nor more than sixty (60) days before the date of the meeting
being noticed. The notice shall specify the place, date and hour of the meeting
and (i) in the case of a special meeting, the general nature of the business to
be transacted, or (ii) in the case of the annual meeting, those matters which
the board of directors, at the time of giving the notice, intends to present for
action by the stockholders. The notice of any meeting at which directors are to
be elected shall include the name of any nominee or nominees whom, at the time
of the notice, management intends to present for election.
Section 5. MANNER OF GIVING NOTICE. Notice of any meeting of stockholders
shall be given personally or by first-class mail or telegraphic or other written
communication, charges prepaid, addressed to the stockholder at the
stockholder's address appearing on the books of the corporation or be given by
the stockholders to the corporation for the purpose of notice. If no such
address appears on the corporation's books or is given, notice shall be deemed
to have been given if sent to that stockholder by first-class mail or
telegraphic or other written communication to the corporation's principal
executive office, or if published at least once in a newspaper of general
circulation in the county in which the principal executive office is located.
Notice shall be deemed to have been given when delivered personally or deposited
in the mail or sent by telegram or other means of written communication.
If any notice addressed to a stockholder at the address of such stockholder
appearing on the books of the corporation is returned to the corporation by the
United States Postal Service marked to indicate that the Service is unable to
deliver the notice to the Stockholder at such address, all future notices or
reports shall be deemed to have been duly given without further mailing if the
same shall be available to the stockholder upon written demand at the principal
office of the corporation for a period of one year from the date of the giving
of such notice or report to all other stockholders.
Any stockholder may waive notice of any meeting by a writing signed by him or
his duly authorized attorney either before or after the meeting.
21
<PAGE>
Section 6. QUORUM. Unless otherwise provided in the articles of incorporation,
the presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting of stockholders shall constitute a quorum for
the transaction of business. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by a
least a majority of the shares required to constitute a quorum.
Section 7. ADJOURNMENT. Any stockholders' meeting, annual or special, whether
or not a quorum is present, may be adjourned from time to time by the vote of a
majority of the shares represented at such meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
such meeting, except as provided in Section 6 of this Article II.
When any meeting of stockholders, annual or special, is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each stockholder
of record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article II. At any adjourned meeting,
the corporation may transact any business which might have been transacted at
the original meeting.
Section 8. VOTING. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section 11
of this Article II. A stockholder must be present in person or by proxy to be
entitled to vote at any meeting of the stockholders. The vote may be by voice
vote or by ballot; provided, however, that any election for directors must be by
ballot if demanded by a stockholder at the meeting and before the voting begins.
Any stockholder entitled to vote on any matter (other than elections of
directors) may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal, but if the
stockholder fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares such stockholder is entitled to vote. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter shall be the act
of the stockholders, unless the vote of a greater number of voting by classes is
required by the NRS or the articles of incorporation.
Section 9. WAIVER OF NOTICE; CONSENT. The transactions of any meeting of
stockholders, annual or special, however called and noticed, and wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum is present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, who was not present
in person or by proxy, signs a written waiver of notice, or a consent to a
holding of the meeting, or an approval of the minutes thereof. The waiver of
notice or consent need not specify either the business to be transacted or the
purpose of any annual or special meeting of stockholders. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
Attendance of a person at a meeting shall also constitute a waiver of notice of
such meeting, except when the person objects, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice of such
meeting if such objection is expressly made at the meeting.
Section 10 ACTION WITHOUT MEETING. Unless otherwise provided in the articles of
incorporation, any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents shall
be filed with the secretary of the corporation and shall be maintained in the
corporate records. Any stockholder giving a written consent, or the
stockholder's proxy holder, or a transferee of the shares or a personal
representative of the stockholder or his or her respective proxy holders, may
revoke the consent by a writing received by the secretary of the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.
Section 11. RECORD DATE. For purposes of determining the stockholders entitled
to notice of any meeting or to vote or entitled to give consent to corporate
action without a meeting, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days prior to the action without a
meeting, and in such case only stockholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date.
22
<PAGE>
If the board of directors does not so fix a record date:
(a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
(b) The record date for determining stockholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the board has been taken, shall be the day on which the first written consent is
given, or (ii) when prior action of the board has been taken, shall be at the
close of business on the day on which the board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such other action,
whichever is later.
Section 12. PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, prior to the vote pursuant thereto, by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; provided, however, that no such proxy shall
be valid after the expiration of six (6) months from the date of the proxy,
unless coupled with an interest or, unless otherwise provided in the proxy which
in no case shall exceed seven (7) years from the date of its execution. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of NRS Section 78.355.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the NRS and any limitations in
the articles of incorporation and these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.
Section 2. NUMBER. The authorized number of directors shall be three (3) until
changed by an amendment to the articles of incorporation or by an amendment to
this bylaw.
Section 3. ELECTION AND TERM OF OFFICE. Directors shall be elected at each
annual meting of the stockholders to hold office until the next annual meeting
or until otherwise replaced.
Section 4. REMOVAL. A director may be removed from office only in accordance
with the provisions of the NRS.
Section 5. VACANCIES. Vacancies in the board of directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal of a director
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled to
vote. Each director so elected shall hold office until the next annual meeting
of the stockholders and until a successor has been elected and qualified.
A vacancy or vacancies in the board of directors shall be deemed to exist in the
case of the death, resignation or removal of any director, or if the board of
directors by resolution declares vacant the office of a director who has been
declared of unsound mind by an order of court or who has been convicted of a
felony, or if the authorized number of directors is increased, or if the
stockholders fail, at any meeting of stockholders at which any director or
directors are elected, to elect the number of directors to be voted for at that
meeting.
The stockholders may elect a director of directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
Any director may resign effective upon giving written notice to the chairman of
the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for the effectiveness of such resignation. If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his or her term of office.
23
<PAGE>
Section 6. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of
the board of directors may be held at any place within or outside the State of
Nevada that has been designated from time to time by resolution of the board.
In the absence of such designation, regular meetings shall be held at the
principal office of the corporation. Special meetings of the board shall be
held at any place within or outside the State of Nevada that has been designated
in the notice of the meeting or, if not stated in the notice or there is no
notice, at the principal office of the corporation. Any meeting, regular or
special, may be held by conference telephone or similar communication equipment,
so long as all directors participating can hear one another, and all such
directors shall be deemed to be present in person at such meeting.
Section 7. REGULAR MEETINGS. Immediately following each annual meeting of
stockholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers and the transaction of
other business. Other regular meetings of the board of directors shall be held
without call at such time as shall from time to time be fixed by the board of
directors. Notice of regular meetings shall not be required.
Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for
any purpose or purposes may be called at any time by the chairman of the board
or the president or any vice president or the secretary or any two directors.
Notice of the time and place of special meetings shall be delivered to each
director personally or by telephone or sent by first-class mail or telegram,
charges prepaid, addressed to each director at his or her address as it is shown
on the records of the corporation. In case the notice is mailed, it shall be
deposited in the United States mail at least four (4) days prior to the time of
the holding of the meeting. In case such notice is delivered personally or by
telephone or telegraph, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight(48) hours prior to the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting nor
the place if the meeting is to be held at the principal executive office of the
corporation.
Section 9. QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the board of directors unless otherwise prohibited by the
NRS. A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting.
Section 10. WAIVER OF NOTICE; CONSENT. The transactions of any meeting of the
board of directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes thereof. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed given to any
director who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to that director.
Section 11. ADJOURNMENT. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given,
unless the meeting is adjourned for more than twenty-four (24) hours, in which
case notice of such time and place shall be given prior to the time of the
adjourned meeting, in the manner specified in Section 8 of this Article III, to
the directors who were not present at the time of the adjournment.
Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the board of directors may be taken without a meeting, if all members
of the board shall individually or collectively consent in writing to such
action. Such action by written consent shall have the same force and effect as
a unanimous vote of the board of directors. The written consent or consents
shall be filed with the minutes of the proceedings of the board.
Section 13. FEES AND COMPENSATION. Directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement of
expenses as may be fixed or determined by resolution of the board of directors.
Nothing contained herein shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for such service.
24
<PAGE>
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, to serve at the pleasure of the board with such powers, names
and membership as permitted by NRS Section 78.130.
Section 2. MEETINGS AND ACTION. Meetings and action of committees shall be
governed by, and held and taken in accordance with, the provisions of Article
III of these bylaws, Sections 6 (place of meetings and meetings by telephone), 7
(regular meetings), 8 (special meetings), 9 (quorum), 10 (waiver of notice;
consent), 11 (adjournment) and 12 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members, except that the time of
regular meetings of committees may be determined by resolution of the board of
directors as well as the committee; special meetings of committees may also be
called by resolution of the board of directors; and notice of special meetings
of committees shall also be given to all alternate members, if any, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a president, a
secretary and a treasurer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of section
3 of this Article V. Any number of offices may be held by the same person.
Section 2. ELECTION. The officers of the corporation, except such officers as
may be appointed in accordance with the provisions of Section 3 or section 5 of
this Article V, shall be chosen by the board of directors, and each shall serve
at the pleasure of the board, and for compensation as fixed by the board of
directors, subject to the rights, if any, of an officer under any contract of
employment.
Section 3. OTHER OFFICERS. The board of directors may appoint, and may empower
the president to appoint, such other officers as the business of the corporation
may require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in the bylaws or as the board of
directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION. Subject to the rights, if any, of any
officer under any contract of employment, any officer may be removed, either
with or without cause, by the board of directors or, except in case of an
officer chosen by the board of directors, by any officer upon whom such power of
removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any such resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
Section 5. VACANCIES. A vacancy in any officer because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him or her by the board of directors or prescribed by
the bylaws. If there is no president, the chairman of the board shall in
addition be the chief executive officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article V.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, if there be such
an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and the officers of
the corporation. He or she shall preside at all meetings of the stockholders
and, in the absence of the chairman of the board, or if there be none, at all
meetings of the board of directors. He or she shall have the general powers and
duties of management usually vested in the office of president of a corporation
and shall have such other powers and duties as may be prescribed by the board of
directors or the bylaws.
25
<PAGE>
Section 8. VICE PRESIDENT. In the absence or disability of the president, the
vice presidents, if any, in order of their rank as fixed by the board of
directors or, if not ranked, a vice president designated by the board of
directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws and the president or the chairman of the board.
Section 9. SECRETARY. The secretary shall keep, or cause to be kept, at the
principal office or such other place as the board of directors may direct, a
book of minutes of all meetings and actions of directors, committees of
directors and stockholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors' and committee meetings, the number of shares
present or represented at stockholders' meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office or at the
office of the corporation's transfer agent or registrar, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the board of director required by the bylaws or the NRS to
be given, and he or she shall keep the seal of the corporation, if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by the bylaws.
Section 10. TREASURER. The treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares.
The treasurer shall deposit, or cause to be deposited, all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the board of directors. He or she shall
disburse, or cause to be disbursed, the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all financial transactions and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or the
bylaws.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS
Section 1. INDEMNIFICATION. The corporation shall, to the maximum extent
permitted by the NRS, indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that any such
person is or was an agent of the corporation. For purposes of this Article VI,
an "agent" of the corporation includes any person who is or was serving at the
request of corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
Section 2. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
will be advanced by this corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Article.
Section 3. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall
affect any right to indemnification to which persons may be entitled by contract
or otherwise.
Section 4. INSURANCE. Upon and in the event of a determination by the board of
directors of this corporation to purchase such insurance, this corporation shall
purchase and maintain insurance on the behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not this corporation
would have the power to indemnify the agent against such liability.
26
<PAGE>
ARTICLE VII
MAINTENANCE OF RECORDS AT REGISTERED OFFICE, INSPECTION
AND COPYING OF RECORDS
In accordance with NRS Section 78.105, the corporation shall keep at its
registered office a copy of its articles of incorporation, a copy of its bylaws
and a statement setting out the name and address of the custodian of the stock
register. Stockholders meeting the requirements of NRS Section 78.105 shall
upon at least five (5) days written demand, have those rights to inspect and
copy records as specified in NRS Section 78.105 upon furnishing to the
corporation the affidavit of inspection specified in NRS Section 78.105.
ARTICLE VIII
GENERAL MATTERS
Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes
of determining the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any other lawful action (other than action by stockholders
by written consent without a meeting), the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days prior to
any such action, and in such case only stockholders of record on the date so
fixed are entitled to receive the dividend, distribution or allotment of rights
or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the NRS.
If the board of directors does not so fix a record date, the record date for
determining stockholders for any such purpose shall be at the close of business
on the date on which the board adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such action, whichever is later.
Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks drafts or
other orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the board of directors.
Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of
directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and unless so authorized or
ratified by the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.
Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each stockholder when
any such shares are fully paid, and the board of directors may authorize the
issuance of certificates or shares as partly paid provided that such
certificates shall state the amount of the consideration to be paid therefore
and the amount paid thereon. All certificates shall be signed in the name of
the corporation by the chairman of the board or vice chairman of the board or
the president or a vice president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary, certifying the number of shares and
the class or series of shares owned by the stockholder. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.
Section 5. LOST CERTIFICATES. Except as hereinafter in this Section provided,
no new certificates for shares shall be issued in lieu of an old certificate
unless the latter is surrendered to the corporation and cancelled. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the board may
require, including provision for indemnification of the corporation secured by a
bond or other adequate security sufficient to protect the corporation against
any claim that may be made against it, including any expense or liability, on
account of the alleged loss, theft or destruction of such certificate or the
issuance of a replacement certificate.
27
<PAGE>
Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the
board, the president or any vice president, or any other person authorized by
resolution of the board of directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority granted to said officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any
such officer in person or by any person authorized to do so by a proxy duly
executed by said officer.
Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction and definitions in the
NRS shall govern the construction of these bylaws. Without limiting the
generality of the foregoing, the singular number includes the plural, the plural
number includes the singular, and the "person" includes both a corporation and a
natural person. All references in these bylaws to the NRS or to Sections of the
NRS shall be deemed to be such law or sections as they may be amended and in
effect and, if renumbered, to such renumbered provisions at the time of any
action taken under the bylaws.
Section 8. ACQUISITION OF CONTROLLING INTEREST. The provisions of NRS 78.378 to
78.3793 inclusive do not apply to the corporation or to an acquisition of a
controlling interest specifically by types of existing or future stock holders,
whether or not identified.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment of the articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the stockholders
to adopt, amend or repeal bylaws as provided in Section 1 of the Article IX,
bylaws other than a bylaw amendment changing the authorized number of directors,
may be adopted, amended or repealed by the board of directors.
28
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM D
NOTICE OF SALE OF SECURITIES SEC USE ONLY
PURSUANT TO REGULATION D, Prefix Serial
SECTION 4(6), AND/OR DATE RECEIVED
UNIFORM LIMITED OFFERING EXEMPTION
Name of Offering (check if this is an amendment and name has changed, and
indicate change.)
Private Placement Memorandum
- --------------------------------------------------------------------------------
Filing Under (Check box(es) that
apply): [X ] Rule 504 [ ] Rule 505 [ ] Rule 506 [ ] Section
-------- -------- --------
4(6) [ ] ULOE
Type of Filing: [ X ] New Filing [ ] Amendment
================================================================================
A. BASIC IDENTIFICATION DATA
================================================================================
1. Enter the information requested about the issuer
Name of Issuer (check if this is an amendment and name has changed, and
indicate change.) UNITED CASINO CORPORATION
- --------------------------------------------------------------------------------
Address of Executive Offices (Number and Street, City, State, Zip Code)
Telephone Number (Including Area Code)
17612 JORDAN AVE., #1A, IRVINE, CA 92612 (949)559-6950
- --------------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, State, Zip
Code) Telephone Number (Including Area Code)
(if different from Executive Offices)
- --------------------------------------------------------------------------------
Brief Description of Business
SOFTWARE DEVELOPMENT & SOFTWARE LICENSE & SALES
- --------------------------------------------------------------------------------
Type of Business Organization
[ X] corporation [ ] limited partnership, already formed
[ ] other (please specify):
[ ] business trust [ ] limited partnership, to be formed
30
<PAGE>
Month Year
Actual or Estimated Date of Incorporation or Organization: [ 1 ] [52]
[ X] Actual [ ] Estimated
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal
Service abbreviation for State:
CN for Canada; FN for other foreign jurisdiction) [ N ] [ V ]
GENERAL INSTRUCTIONS
FEDERAL:
Who Must File: All issuers making an offering of securities in reliance on an
exemption under Regulation D or Section 4(6), 17 CFR 230.501 et seq. or 15
U.S.C. 77d(6).
When to File: A notice must be filed no later than 15 days after the first sale
of securities in the offering. A notice is deemed filed with the U.S. Securities
and Exchange Commission (SEC) on the earlier of the date it is received by the
SEC at the address given below or, if received at that address after the date on
which it is due, on the date it was mailed by United States registered or
certified mail to that address.
Where to File: U.S. Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Copies Required: Five (5) copies of this notice must be filed with the SEC, one
---------------
of which must be manually signed. Any copies not manually signed must be
photocopies of manually signed copy or bear typed or printed signatures.
Information Required: A new filing must contain all information requested.
Amendments need only report the name of the issuer and offering, any changes
thereto, the information requested in Part C, and any material changes from the
information previously supplied in Parts A and B. Part E and the Appendix need
not be filed with the SEC.
Filing Fee: There is no federal filing fee.
STATE:
This notice shall be used to indicate reliance on the Uniform Limited Offering
Exemption (ULOE) for sales of securities in those states that have adopted ULOE
and that have adopted this form. Issuers relying on ULOE must file a separate
notice with the Securities Administrator in each state where sales are to be, or
have been made. If a state requires the payment of a fee as a precondition to
the claim for the exemption, a fee in the proper amount shall accompany this
form. This notice shall be filed in the appropriate states in accordance with
state law. The Appendix in the notice constitutes a part of this notice and must
be completed.
================================================================================
A. BASIC IDENTIFICATION DATA
================================================================================
2. Enter the information requested for the following:
- - Each promoter of the issuer, if the issuer has been organized within the
past five years;
- - Each beneficial owner having the power to vote or dispose, or direct the
vote or disposition of, 10% or more of a class of equity securities of the
issuer;
31
<PAGE>
- - Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuers; and
- - Each general and managing partner of partnership issuers.
General and/or
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner
[ X] Executive Officer [ X] Director [ ] General and/or
Managing Partner
Full Name (Last name first, if individual) ANDERSON, IAN JAMES
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
17612 JORDAN AVE., #1A, IRVINE, CA 92612
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner
[ ] Executive Officer [ X] Director [ ] General and/or
Managing Partner
Full Name (Last name first, if individual) TATE, GARY
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
17612 JORDAN AVE, #1A, IRVINE, CA 92612
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ X] Beneficial Owner
[ ] Executive Officer [ X] Director [ ] General and/or
Managing Partner
Full Name (Last name first, if individual) WRIGHT, NORMAN WILLIAM
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
17612 JORDAN AVE, #1A, IRVINE, CA 92612
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ X] Beneficial Owner
[ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
Full Name (Last name first, if individual) BFI, LTD.
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
c/o TRUSTNET(COOK ISLANDS), CIDB BUILDING, AVARUA, RAROTONGA, COOK ISLANDS
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner
[ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner
[ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
33
<PAGE>
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
Check Box(es) that Apply: [ ] promoter [ ] Beneficial Owner
[ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
(USE BLANK SHEET, OR COPY AND USE ADDITIONAL COPIES OF THIS SHEET, AS
NECESSARY.)
================================================================================
B. INFORMATION ABOUT OFFERING
================================================================================
1. Has the issuer sold, or does the issuer intend to sell,
to non-accredited investors in this offering? [ X ] YES [ ] NO
Answer also in Appendix, Column 2, if filing under ULOE.
2. What is the minimum investment that
will be accepted from any individual? $_5,000.00
--------
3. Does the offering permit joint ownership
of a single unit? [ X ] YES [] NO
4. Enter the information requested for each person who has been or will be paid
or given, directly or indirectly, any commission or similar remuneration for
solicitation of purchasers in connection with sales of securities in the
offering. If a person to be listed is an associated person or agent of a broker
or dealer registered with the SEC and/or with a state or states, list the name
of the broker or dealer. If more than five (5) persons to be listed are
associated persons of such a broker or dealer, you may set forth the information
for that broker or dealer only.
- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)
SEBO, JOSEPH M.
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
c/o DONALD J. STACKLEIN, ESQ. 1850 EAST FLAMINGO ROAD, SUITE 111,
LAS VEGAS, NV 89119
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check "All States" or check individual States) [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC]
[FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA]
[MI] [MN] [MS] [MO]
[MT] [NE] X[NV]X [NH] [NJ] [NM] [NY] [NC] [ND]
[OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
34
<PAGE>
Name of Associated Broker or Dealer
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check "All States" or check individual States) [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC]
[FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA]
[MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND]
[OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
Name of Associated Broker or Dealer
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check "All States" or check individual States) [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC]
[FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA]
[MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND]
[OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]
(USE BLANK SHEET, OR COPY AND USE ADDITIONAL COPIES OF THIS SHEET, AS
NECESSARY.)
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
1. Enter the aggregate offering price of securities included in this offering
and the total amount already sold. Enter "0" if answer is "none" or "zero." If
the transaction is an exchange offering, check this box and indicate in the
columns below the amounts of the securities offered for exchange and already
exchanged.
Aggregate Amount Already
Type of Security Offering Price Sold
Debt $____________ $____________
Equity $ 150,000.00 $ 150,000.00
---------- ----------
[ x ] Common [ ] Preferred
Convertible Securities (including warrants) $_____________ $____________
Partnership Interests $_____________ $____________
Other (Specify______________________). $_____________ $____________
Total $ 150,000.00 $ 150,000.00
------------- ------------
Answer also in Appendix, Column 3, if filing under ULOE.
2. Enter the number of accredited and non-accredited investors who have
purchased securities in this offering and the aggregate dollar amounts of their
purchases. For offerings under Rule 504, indicate the number of persons who have
--------
35
<PAGE>
purchased securities and the aggregate dollar amount of their purchases on the
total lines. Enter "0" if answer is "none" or "zero."
Aggregate
Number Dollar Amount
Investors of Purchases
Accredited Investors 0 $
--------- -------------
Non-accredited Investors 4 $ 150,000.00
---------- ----------
Total (for filings under Rule 504 only) 4 $ 150,000.00
---------- ----------
Answer also in Appendix, Column 4, if filing under ULOE.
3. If this filing is for an offering under Rule 504 or 505, enter the
information requested for all securities sold by the issuer, to date, in
offerings of the types indicated, the twelve (12) months prior to the first sale
of securities in this offering. Classify securities by type listed in Part
C-Question 1.
Dollar Amount
Type of offering Sold
Type of Security
Rule 505 ______________ $______0_____
Regulation A ______________ $______0_____
Rule 504 ______________ $______0_____
Total ______________ $______0_____
4. a. Furnish a statement of all expenses in connection with the issuance and
distribution of the securities in this offering. Exclude amounts relating solely
to organization expenses of the issuer. The information may be given as subject
to future contingencies. If the amount of an expenditure is not known, furnish
an estimate and check the box to the left of the estimate.
Transfer Agent's Fees $____________
Printing and Engraving Costs [ ] $____________
Legal Fees [ ] $ 15,000.00
---------
Accounting Fees [ ] $____________
Engineering Fees [ ] $____________
Sales Commissions (specify finders' fees separately)[ ] $ 3,000.00
--------
Other Expenses (identify) _____________________ [ ] $____________
Total [ ] $ 18,000.00
---------
b. Enter the difference between the aggregate offering price given in response
to Part C - Question 1 and total expenses furnished in response to Part C -
Question 4.a. This difference is the "adjusted gross proceeds to the issuer."
$----132,000.00-
36
<PAGE>
5. Indicate below the amount of the adjusted gross proceeds to the issuer used
or proposed to be used for each of the purposes shown. If the amount for any
purpose is not known, furnish an estimate and check the box to the left of the
estimate. The total of the payments listed must equal the adjusted gross
proceeds to the issuer set forth in response to Part C - Question 4.b above.
Payments to
Officers, Payments
Directors, & To
Affiliates Others
Salaries and fees [ ] $ 5,000 [ ] $
--------- --------
Purchase of real estate [ ] $_________ [ ] $_________
Purchase, rental or leasing and
installation of machinery and
equipment [ ] $ [ ] $ 10,000
--------- --------
Construction or leasing of plant
buildings and facilities [ ] $_________ [ ] $_________
Acquisition of other businesses
(including the value of securities
involved in this offering that may
be used in exchange for the assets
or securities of another issuer
pursuant to a merger) [ ] $_________ [ ] $_________
Repayment of indebtedness [ ] $_________ [ ] $_________
Working capital [ ] $ [ ] $ 27,000
-------- ---------
Other (specify): Software
consulting costs [ ] $ [ ] $ 70,000
---------- --------
_____________________________________ ___________ ________
Marketing costs [ ] $ [ ] $ 20,000
----------- --------
Column Totals [ ] $ 5,000 [ ] $ 127,000
----------- ---------
Total Payments Listed (column
Totals added) [ ] $ 132,000
-------
================================================================================
D. FEDERAL SIGNATURE
================================================================================
The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes an undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph (b)(2) of Rule 502.
================================================================================
Issuer (Print or Type) Signature Date
UNITED CASINO CORPORATION s/Ian James. Anderson 3/13/00
================================================================================
Name of Signer (Print or Type) Title of Signer (Print or Type)
IAN JAMES ANDERSON DIRECTOR & SECRETARY
================================================================================
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS. (SEE 18 U.S.C. 1001.)
38
<PAGE>
DEAN HELLER STATE OF NEVADA CHARLES K. MOORE
Secretary of State Securities Administrator
DONALD J REIS THE GREAT SEAL SCOTT W. ANDERSON
Chief Deputy Secretary OF THE Deputy Secretary
of State STATE OF for Commercial Recordings
NEVADA
PAMELA BISSELL CROWELL
Deputy Secretary
FOR Elections
OFFICE OF THE
SECRETASRY OF STATE
NOTICE OF EFFECTIVENESS
TO: Donald J. Stoeckleinn DATE: 02/17/00
1850 FLAMING RD., STE. 111 FILE NUMBER: 0
LAS VEGAS, NV 89119 FILE DATE: 01/18/00
ISSUER UNITED CASION CORPORATION
please be advised that the registration statement of the above referenced issuer
became effective in Nevada on 02/07/00.
Such registration does not constitute a finding by the administrator that any
document filed under this Chapter 9 of the Nevada Revised Statues is true,
complete and/or not misleading. Further, the administrator has not passed upon
the merits or qualifications of or recommended or given approval to, any person,
security, or transaction. Any representation to the contrary is a violation of
NRS 90.610 and is subject to criminal and/or civil penalties.
The Securities Division requests a copy of the final prospectus when available
together with any post-effective amendment required by Nevada securities laws
and/or regulation. effectiveness of this registration statement expires one (1)
year from the date of effectiveness in Nevada unless terminated at an earlier
date.
This notice is applicable only to the securities involved in this offering.
Broker-dealer and/or agents must be approved independently.
Additional comments:
Please address any inquiries to this office, at (702) 486-2440.
Yours truly,
s/ Robert L. Bevill Her
EDWIN J. APENBRINK
Director of Registration and Licensing
MAIN OFFICE: SECURITIES DIVISION:
101 n. Carson Street 555 E. Washington Avenue
Suite 3 Suite 5200
Carson City, Nevada 89701-4786 Las Vegas, Nevada 89101
Telephone (775) 684-5708 Telephone (702) 486-2440
Fax (775) 684-5725 Fax (702) 486-2462
SECURITIES SATELLITE OFFICE: CORPORATE SATELLLITE OFFICE:
1105 Terminal Way 555 E. Washington Avenue
Suite 211 Suite 2900
Reno, Nevada 80502 Las Vegas, Nevada 89101
Telephone (775) 688-1855 Telephone (702)486-8880
Fax (775) 688-1858 Fax (702) 486-2889
39
<PAGE>
UNITED CASINO CORPORATION
INFORMATION AND DISCLOSURE STATEMENT
The information contained in this Information and Disclosure Statement has been
compiled to fulfill the disclosure requirements of Section 90.490 "Registration
by Qualification", promulgated by the Nevada Revised Statutes "NRS". The
enumerated items and captions contained herein correspond to the subsections as
set forth in NRS 90.490.
THE EXACT NAME OF ISSUER AND ITS PREDECESSOR: [2 (a) 1]
- ----------------------------------------------------
The exact name of the issuer is: UNITED CASINO CORPORATION
The exact name of the predecessor is: BLUE JACKET MINING CO.
Address: C/O Mr. Donald J. Stoecklein
Attorney at Law
1850 East Flamingo Road, Suite 111
Las Vegas, Nevada, 89119
ISSUERS STATE OF INCORPORATION: [2 (a) 2]
- ----------------------------------
The issuer was organized under the corporate laws of the State of Nevada on
January 28, 1952
CHARACTER OF ISSUERS BUSINESS: [2 (a) 3]
- ---------------------------------
The Company is a development stage company providing consulting and advice in
the area of; management and software, concept and creation for software and
internet sites, software development, software testing, marketing and promotion
of software, customer internet sites and products, for the entertainment and
financial services industries. The current focus is in the global
telecommunications segment of the entertainment and financial services
industries particularly as applied to the worldwide web (Internet) service and
support.
DISCRIPTION OF PHYSICAL PROPERTY AND EQUIPMENT: [2 (a) 4]
- ----------------------------------------------------
Company is a consultant for the development of intellectual property in the area
of internet software with most work contracted out. Physical property is
limited to leased office space located at 17612 Jordan Avenue, Suite 1A, Irvine,
California, 92612. Equipment is limited to basic office furniture, computers,
telephones, and fax machines.
40
<PAGE>
GENERAL COMPETITIVE CONDITIONS IN THE INDUSTRY: [2 (a) 5]
The Internet is growing rapidly both in its customer base (over 100,000,000
users currently) and in the number of groups pursuing the business opportunities
created for this large and growing base of customers. Many of these competitors
have substantially greater experience, resources and managerial capabilities
than the Company. Accordingly the Company may not be able to achieve
profitability and there can be no assurances that the Company will succeed at
all, in that event the investors could lose their total investment.
OFFICERS AND DIRECTORS: [2 (b,c)]
- -------------------------
Norman Wright---President, Treasurer, Director
20 Mapleburn Drive, Calgary, Alberta, Canada T2J1Y4
Mr. Wright has over twenty years experience in business consulting. During this
period he was also employed by the Transportation Department of Greyhound Lines
of Canada. He graduated from Brigham Young University with a Bachelor of
Science Degree in Business.
Amount of securities held within 30 days of registration:
8,000 shares (post split) Common Stock United Casino Corporation
Subscribed amount for this registration:
None
Material Transactions with issuer for past 3 years or proposed in
connection with this offering:
None
Compensation:
$2,000 per month starting in July, 1999 and continuing for as long as
he serves president, treasurer, and director
Ian Anderson---Vice-President, Director
7372 Nootka St., Powell River, British Columbia, Canada,V8A1K4
Mr. Anderson has worked for the last five years as a consultant in computer
applications. During this period he also attended North College in Campbell
River, British Columbia, and Comosun College in Victoria, British Columbia.
Amount of Securities held within 30 days of registration:
None
Subscribed amount for this registration:
None
Material transactions with the issuer for past 3 years or proposed in
connection with offering:
None
Compensation:
None
41
<PAGE>
Gary W. Tate---Director
1034 East 50 South, Orem, Utah 84057
Mr. Tate 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 has 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 as attending Northwestern
University.
Amount of securities held within 30 days of registration:
5,000 shares (post split) Common Stock of United Casino Corporation
Subscribed Amount for this Registration:
None
Material Transactions with issuer for past 3 years or proposed in
connection with offering:
None
Compensation:
Directors fees starting in July,1999 and continuing as long as he
serves as director of $500 per month.
10 PERCENT OR MORE OWNERS: [2 (d)]
- ------------------------------
Name: Malt Ltd.
Address: C/o Clarkes P.C.
Avarua, Rarotonga
Cook Islands- Attn: B. J. Gibson
Amount of securities held within 30 days of filing:
600,000 shares of United Casino Corporation Common Stock
(par value $0.001) CUSIP #90980E 20 3 (post split)
Restricted (pursuant to Rule 144)
Effective date: June 20,1999
Percentage of Common stock held: 60.17% pre offering
20.20% after offering
Amount subscribed to by this registration statement:
None
Material transactions with issuer in the past 3 years and proposed:
Are hereby attached as Exhibit #11
42
<PAGE>
PROMOTER: [2 (e)]
- ---------
None
NON ISSUER DISTRIBUTIONS: [2 (f)]
- ---------------------------
None
CAPITALIZATION AND LONG TERM DEBT: [2 (g)]
- --------------------------------------
Authorized Common Stock $0.001 par value -- 50,000,000 shares.
Current Issued and Outstanding after November 2, 1999 reverse split
997,066 shares.
Performa (After Offering):
To be Issued and Outstanding after the Offering -- 2,997,066 shares.
Authorized Preferred Stock $0.001 par value -- 20,000,000 shares none
issued, none outstanding or to be issued in connection with this Offering.
THE OFFERING: [2 (h)]
- --------------
Kind and amount:
2,000,000 shares of the Common Stock of United Casino Corporation post
November 2, 1999 reverse split $0.001 (par value).
Price or method of computation:
Offered at $0.075 ( 7 1/2 cents) per share.
Discounts and Commissions:
No discounts or commissions are being paid. Company will pay a placement
fee.
Dilution :
Net tangible book value will be used to determine the dilution since the
Company's stock is very thinly traded.
Price to Investor $0.075 per share
Net Proceeds to Company $0.066 per share
Net Tangible Book Value $0.056 per share
Before the Offering
Shares Outstanding 997,066
Net Tangible Book Value $55,923
After the Offering
Shares Outstanding 2,997,066
Net Tangible Book Value $187,923
Net Dilution to New Shareholders $0.0123 per share
Percent Dilution to New Shareholders 16.4%
43
<PAGE>
USE OF PROCEEDS: [2 (i)]
- ------------------
The Company intends to use the funds for consulting with software creators and
programmers, computer and telecommunications costs, and apply any excess to
operating expenses in relation to the development of software.
Maximum amount of gross proceeds: $150,000
Priority order of use of funds:
Legal Fees $15,000
Placement Agent Fees $ 3,000
--------
Total Net Proceeds $132,000
Use of net Proceeds
Software Costs $70,000
Marketing $10,000
Computer and Telecommunications $32,000
Other Operating Expenses $20,000
-------
$132,000
OUTSTANDING OPTIONS: [2 (j)]
- ---------------------
None
MATERIAL CONTRACTS PAST TWO YEARS: [2 (k)]
- --------------------------------------
The issuer has entered into a revenue sharing agreement hereby attached as
Exhibit #11
PENDING LITIGATION: [2 (l)]
- --------------------
None
SALES LITERATURE: [2 (m)]
- ------------------
Issue of 2,000,000 shares of the Common Stock of United Casino Corporation 0.001
par value offered at $0.075 (71/2 cents) is to be is to be offered by Private
Placement Memorandum through Placement Agent only. Private Placement Memorandum
is attached as Exhibit #4
The rest of this PAGE is intentionally blank
44
<PAGE>
ADDITIONAL DOCUMENTATION: [2 (n)]
- --------------------------
Specimen of Security is hereby attached as Exhibit #5
Articles of Incorporation are attached as Exhibit # 6
Bylaws and amendments are hereby attached as Exhibit # 7
No indenture is in effect or created by this offering.
OPINION OF COUNSEL: [2 (o)]
- ---------------------
Opinion of Counsel is hereby attached as Exhibit #10
ISSUER'S MOST RECENT FINANCIAL STATEMENT: [2 (p)]
- ---------------------------------------------
The issuer's most recent financial statement for the nine months ended September
30, 1999 are hereby attached as Exhibit #1
ISSUER'S AUDITED FINANCIAL STATEMENTS FOR THE THREE PRECEEDING FISCAL YEARS: [2
- -----------------------------------------------------------------------------
(q)]
The issuer's financial statements for the fiscal years ended December 31, 1998,
1997, and 1996, are hereby attached as Exhibits #2 and #3
The rest of this PAGE is intentionally blank
45
<PAGE>
LIST OF EXHIBITS
Exhibit #1 Unaudited Financial Statement for the nine month Period Ending
09-30-99
Exhibit #2 Consolidated Audited Financial Statement for the prior two years
ending 12-31-98
Exhibit #3 Consolidated Audited Financial Statement for the prior two years
ending 12-31-97
Exhibit #4 Private Placement Memorandum
Exhibit #5 Specimen of Security
Exhibit #6 Articles of Incorporation
Exhibit #7 Bylaws with Amendments
Exhibit #8 Statement of Securities Issued within the past (24) twenty-four
months
Exhibit #9 Director's authorization of offering
Exhibit #10 Opinion of Counsel
Exhibit #11 Material Contract - Revenue Sharing Agreement with Marl Ltd.
Exhibit #12 Documentation evidencing completion of reverse split of common
stock
46
<PAGE>
Exhibit #1
UNITED CASINO CORPORATION
UNAUDITED FINANCIAL STATEMENTS
FOR NINE MONTH PERIOD ENDING SEPTEMBER 30, 1999
47
<PAGE>
UNITED CASINO CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
UNAUDITED BALANCE SHEET
NINE MONTH PERIOD ENDING SEPTEMBER 30, 1999
ASSETS
9/30/99
CURRENT ASSETS ---------------
Cash $ 48,152
Other Receivable 1,132
---------------
Total Current Assets 49,914
PROPERTY AND EQUIPMENT
Fixed Assets 5,980
---------------
Total Property and Equipment 5,980
OTHER ASSETS
Investment in Revenue Sharing Agreement 30,000
---------------
Total Assets $ 85,923
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $
----------------
Total Current Liabilities 0
STOCKHOLDERS' EQUITY
Common stock $0.001 par value (50,000,000
shares authorized - 997,066 shares
issued and outstanding). 49,853
Additional Paid-in Capital. 222,274
Retained Deficit - accumulated
during Development Stage. (186,204)
----------------
Total Stockholders' Equity 85,923
Total Liabilities and Stockholders' Equity $ 85,923
=========
48
<PAGE>
UNITED CASINO CORPORATION
(A Development Stage Enterprise)
Un-Audited Statement Of Income (Loss)
For The Nine Month Period Ended September 30th,1999
9/30/99
REVENUES
Sale of stock holdings in Netbet Inc. 117,852
---------------
Total Revenues 117,852
EXPENSES
Outside Consulting Services 67,000
General and Administrative 6,954
---------------
Total Expenses 73,954
Net Income (Loss) $ 43,898
=========
See Accompanying Notes
49
<PAGE>
UNITED CASINO CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the nine month period ending Sept. 30, 1999
Common Paid-in Retained Total
Stock Capital Earnings Equity
----------- ---------- ---------- ----------
Balance, 12/31/98 $ 15,353 $ 906,800 $(230,102) $ 692,051
======== ======== ======= =======
Issuance of Stock 34,500 34,500
Distribution to Stockholders
of Majority Investment in
Netbet Inc. and sale by
Corporation of Remaining
Investment in Netbet Inc. (684,526) (684,526)
Net Income 43,898 43,898
-------- -------- ------- -------
Balance 09/30/99 $ 49,853 $ 222,274 (186,204) 85,923
======== ========= ======= =======
See Accompanying Notes
50
<PAGE>
United Casino Corporation
(A Development Stage Enterprise)
Notes to Unaudited Financial Statement
9 Month Period Ending September 30, 1999
1. ORGANIZATION
United Casino Corporation (Formerly Blue Jacket Mining Co.) (the "Company") was
formed in 1952.
United Development Corporation was formed in 1992 and renamed United Casino
Corporation in 1994, prior to merging with Blue Jacket Mining Co. in December
1994, United Development Corporation was formed to develop projects in
Casino/entertainment/recreational facilities. In 1995, the Company formed a new
subsidiary named UCC-Netco to develop projects utilizing the Internet. In April
1996, UCC-Netco merged with Alexander Wolfe, Inc., a publicly traded Nevada
Corporation, through a reverse merger, and the name of the resulting company was
changed to Netbet, Inc. In June of 1999 the Company distributed the majority of
its holdings in Netbet Inc. directly to the Company Stockholders on a prorate
basis of their stockholdings in the Company. The Company sold the balance of its
holdings in Netbet Pursuant to Rule 144 in July of 1999. The Company is
currently pursuing its objectives directly through its own operations and
through a Revenue Sharing Agreement for an Internet e-commerce server with Malt
Ltd. made in June of 1999.
2. PROVISION FOR INCOME TAXES
Due to the various write-offs of projects to paid-in capital, the Company has no
accounting taxable income which would require a tax provision. Because of the
uncertainty as to the timing of the realization of tax benefit from these
losses, no tax credit is being claimed at this time.
3. SUBSEQUENT EVENT
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
(identified by its new CUSIP number) for each 50 shares of issued and
outstanding common stock $0.001 par value (identified by its CUSIP number). The
authorized capitalization of the Company remained unchanged.
51
<PAGE>
Exhibit #2
UNITED CASINO CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
WITH
REPORT OF
CERTIFIED PUBLIC ACCOUNTANT
52
<PAGE>
WILLIAM E. COSTELLO, CPA
16055 VENTURA BOULEVARD, SUITE 1212
ENCINO, CALIFORNIA 91436
INDEPENDENT AUDITOR'S REPORT
Board of Directors
United Casino Corporation
I have audited the accompanying balance sheets of United Casino Corporation and
Subsidiaries as of December 31, 1998, and December 31, 1997, and the related
statements of income (loss), changes in stockholder' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
As explained in Note 2, the realization of various receivables and investments
is dependent upon Casinos of the South Pacific conducting profitable operations.
Casinos of the South Pacific is an early stage company and therefore ahs
insufficient history from which to base a determination as to the likelihood of
its future profitability.
In my opinion, except for the effects of such adjustments, if any, regarding the
receivables referred to in the previous paragraph, the financial statements
referred to above present fairly, in all material respects, the financial
position of United Casino Corporation and Subsidiaries as of December 31, 1998
and December 31, 1997 and the results of its operations and cash flows for the
years then ended, in conformity with generally accepted accounting principles.
William E. Costello
- ---------------------
William E. Costello, CPA
March 8, 1999
53
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
December 31, 1997, and 1998
ASSETS
------
12/31/1997 12/31/1998
--------------- --------------------------------------
CURRENT ASSETS
<S> <C> <C>
Cash $ 6,255 $ 679
Other Receivable 1,132
------------- -------------
Total Current Assets 6,255 1,811
PROPERTY AND EQUIPMENT
Fixed Assets (Net of depreciation of
$8,285 and $11,785). 10,346 5,714
------------- -------------
Total Property and Equipment 10,346 5,714
OTHER ASSETS
Investment in Netbet, Inc. (Notes 2 and 3) 823,089 713,407
Organization costs (Net of amortization
of $1,121 and $1,190) 69
------------- -------------
Total Assets $ 839,759 $ 720,932
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------
CURRENT LIABILITIES
Accounts payable (Note 1) $ $
------------- -------------
Total current Liabilities
STOCKHOLDERS' EQUITY
Common Stock 15,293 15,353
Additional Paid-in Capital 899,361 906,800
Retained Deficit - accumulated during
Development Stage (74,895) (201,221)
------------- -------------
Total Stockholders' Equity 839,759 720,932
------------- -------------
Total Liabilities and
Stockholders' Equity $ 839,759 $ 720,932
============ ============
See Accompanying Notes
54
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF INCOME
For the Years ended December 31, 1997, and 1998
and
Inception through December 31, 1998
Inception thru
12/31/1997 12/31/1998 12/31/98
REVENUES ----------- ----------- ----------
<S> <C> <C> <C>
Consulting Fees $ $ $ 544,894
Interest Income 3,764
---------- ---------- ----------
Total Revenues 548,658
EXPENSES
General and Administrative 89,312 13,075 595,109
Depreciation and Amortization 3,738 3,569 36,520
---------- ---------- ----------
Total Expenses 93,050 16,644 631,629
Income (Loss) from activities of
NetBet, Inc. (See Note 2and 3) (5,677) (109,682) (118,250)
---------- ---------- ----------
Net Income (Loss) ($98,727) ($126,326) ($201,221)
=========== =========== ==========
See Accompanying Notes
55
</TABLE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years ended December 31, 1997 and 1998
Common Paid-in Retained Total
Stock Capital Earnings Equity
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance, 12/31/96 $ 15,113 $ 838,290 $ 23,832 $ 877,235
Issuance of Stock 180 61,071 61,251
Net Income (98,727) (98,727)
--------- --------- --------- ---------
Balance 12/31/97 $ 15,293 $ 899,361 ($74,895) $ 839,759
Issuance of Stock 60 7,439 7,499
Net Loss (126,326) (126,326)
--------- --------- --------- ---------
Balance. 12/31/98 $ 15,353 $ 906,800 ($201,221) $ 720,932
========= ======== ========= =========
See Accompanying Notes
</TABLE>
56
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years ended December 31, 1997, and 1998
and Inception through December 31, 1998
Inception thru
12/31/1997 12/31/1998 12/31/1998
OPERATING ACTIVITIES ---------- ---------- ----------
- --------------------
Net Loss ($98,727) ($126,326) ($201,321)
<S> <C> <C> <C>
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization 3,738 3,569 12,975
Changes in operating assets and liabilities:
Decrease (increase) in other Receivable 80,000 (1,132) (1,132)
Decrease (increase) in Option/Revenue
Share 300,000
Increase (decrease) in Accounts Payable (288,410)
---------- ---------- ----------
Net cash provided by Operating Activities (3,399) (123,889) (189,378)
INVESTMENT ACTIVAITIES
- ----------------------
Decrease (increase) in Property and
Equipment 1,132 (17,499)
Decrease (increase) in Organization Costs 516 (1,190)
Decrease (increase) in Investment in NetBet (129,406) 109,682 (713,407)
---------- ---------- ----------
Net cash (used) by Investment activities (128,890) 110,814 (732,096)
FINANCING ACTIVITIES
- ---------------------------------
increase (decrease) in Common Stock 61,251 7,499 922,153
--------- --------- ----------
Net cash provided by Financing Activities 61,251 7,499 922,153
--------- --------- ----------
Increase (decrease) in Cash (71,038) (5,576) 679
Cash at Beginning of Period 77,293 6,255 0
--------- --------- ----------
Cash at End of Period $ 6,255 $ 679 $ 679
========= ========= =======
See Accompany Notes
</TABLE>
57
<PAGE>
UNITED CASINO CORPORATION
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997 and 1998
1. ORGANIZATION
- ----------------
United Casino Corporation (Formerly Blue Jacket Mining Co.) (referred to
herein as the "Company", or "UCC") was formed in 1952
United Development Corporation was formed in 1992 and renamed United Casino
Corporation in 1994, prior to merging with Blue Jacket Mining Co. United
Development Corporation was formed to acquire and hold interest in
casino/entertainment recreational facilities. In 1995, the Company formed anew
Canadian Subsidiary, United Resorts, Ltd., which name was changed to UCC-Netco
in December, 1995. UCC-Netco was formed to pursue investment activities
utilizing the Internet. UCC received 1,200,000 shares of UCC-Netco, (100% of
the outstanding shares) and transferred its investment in an Internet project in
exchange for an additional 1,800,000 shares of UCC-Netco. In December, 1995,
approximately nine percent (9%) of the shares in UCC-Netco were issued to
various investors for approximately $88,000 in capital. In April, 1996,
UCC-Netco merged with Alexander Wolfe, Inc., a publicly traded Nevada
corporation, through a reverse merger, and the name of the resulting company was
changed to Netbet, Inc. Following the merger the Company held a 32%interest in
Netbet, Inc. In August, 1995, the Company formed a new subsidiary corporation,
Internet Consultants, Inc., ("Internet") which was inactive until September,
1996. In January, 1997, Internet became a wholly owned subsidiary of Torrey
Pines Nevada, Inc. ("Torrey Pines") a publicly traded Nevada Corporation, of
which, at December 31, 1997, the Company held a 31% interest. In January, 1998,
Torrey Pines merged with Netbet, Inc. As of December 31, 1998, the Company held
approximately 26% of the combined entity. The Company is currently pursuing its
objectives directly through its own operations and through its affiliate,
Netbet, Inc.
2. RECEIVABLE FROM AFFILIATE
- -------------------------------
At December 31, 1998, the Company had advanced a total of $160,937 to its
controlled company, Netbet, Inc. (Netbet), which was utilized by Netbet to
partially fulfill its obligations to Casinos of the South Pacific under an
agreement whereby Netbet is to receive 80% of the net revenues from the
operation of an Internet Gaming site operated by Casinos of the South Pacific in
its facility in the Cook Islands. Through an agreement with Netbet, the Company
has an option to convert this note to common restricted shares of Netbet at a
price of $0.125/share. The company could otherwise expect to receive
reimbursement of these funds from Netbet through revenues received by Netbet
from Casinos of the south Pacific, and/or from funds raised by Netbet from
planned equity offerings in calendar year 1999.
58
<PAGE>
3. INVESTMENT IN NETBET, INC.
- -------------------- ------------
At the formation of Netbet, the Company transferred a loan receivable from
Casinos of the South Pacific in exchange for stock of Netbet (see Note 1).
This, along with the interest of Torrey Pines acquired by Netbet, represents the
Company's retained 26% interest at December 31, 1998, in Netbet.
4. PROVISION FOR INCOME TAXES
- ------------------------------------------------
Due to the various write-offs of projects to paid-in capital, the Company
has no accounting taxable income which would require a tax provision. Because
of the uncertainty as to the timing of the realization of tax benefits from
these losses, no tax credit is being claimed at this time.
59
<PAGE>
Exhibit #3
UNITED CASINO CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
WITH
REPORT OF
CERTIFIED PUBLIC ACCOUNTANT
60
<PAGE>
WILLIAM E. COSTELLO, CPA
16055 VENTURA BOULEVARD, SUITE 1212
ENCINO, CALIFORNIA 91436
INDEPENDENT AUDITOR'S REPORT
Board of Directors
United Casino Corporation
I have audited the accompanying balance sheets of United Casino Corporation and
Subsidiaries as of December 31, 1997, and December 31, 1996, and the related
statements of income (loss), changes in stockholder' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
As explained in Note 2, the realization of various receivables and investments
is dependent upon Casinos of the South Pacific conducting profitable operations.
Casinos of the South Pacific is an early stage company and therefore ahs
insufficient history from which to base a determination as to the likelihood of
its future profitability.
In my opinion, except for the effects of such adjustments, if any, regarding the
receivables referred to in the previous paragraph, the financial statements
referred to above present fairly, in all material respects, the financial
position of United Casino Corporation and Subsidiaries as of December 31, 1997
and December 31, 1996 and the results of its operations and cash flows for the
years then ended, in conformity with generally accepted accounting principles.
William E. Costello
- ---------------------
William E. Costello, CPA
March 12, 1998
61
<PAGE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
December 31, 1996, and 1997
ASSETS
------
12/31/1996 12/31/1997
-------------- ---------------
CURRENT ASSETS
<S> <C> <C>
Cash $ 77,293 $ 6,255
Other Receivable 80,000
------------- -------------
Total Current Assets 6,255 6,255
PROPERTY AND EQUIPMENT
Fixed Assets (Net of depreciation of
$4,785 and $8,285). 13,846 10,346
------------- -------------
Total Property and Equipment 13,846 10,346
OTHER ASSETS
Option and Revenues sharing (Note 4) 300,000
Investment in Netbet, Inc. (Notes 2 and 3) 693,683 823,089
Organization costs (Net of amortization
of $1,012 and $1,121) 823 69
------------- -------------
Total Assets $ 1,165,645 $ 839,759
============ ============
CURRENT LIABILITIES
Accounts payable (Note 1) $ 288,410 $
------------- -------------
Total current Liabilities 288,410
STOCKHOLDERS' EQUITY
Common Stock 15,113 15,293
Additional Paid-in Capital 838,290 899,361
Retained Deficit - accumulated during
Development Stage 23,832 (74,895)
------------- -------------
Total Stockholders' Equity 877,235 839,759
------------- -------------
Total Liabilities and
Stockholders' Equity $ 1,165,645 $ 839,759
============ ============
See Accompanying Notes
62
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF INCOME
For the Years ended December 31, 1996, and 1997
and
Inception through December 31, 1997
Inception thru
12/31/1996 12/31/1997 12/31/97
REVENUES ----------- ----------- ----------
<S> <C> <C> <C>
Consulting Fees $ 146,893 $ $ 544,894
Interest Income 3,764
---------- ---------- ----------
Total Revenues 146,893 548,658
EXPENSES
General and Administrative 26,045 89,312 582,034
Depreciation and Amortization 3,671 3,738 32,951
---------- ---------- ----------
Total Expenses 29,716 93,050 614,985
Income (Loss) from activities of
NetBet, Inc. (See Note 2and 3) (2,891) (5,677) (8,568)
---------- ---------- ----------
Net Income (Loss) $ 114,286 ($98,727) ($74,895)
=========== =========== ==========
See Accompanying Notes
63
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years ended December 31, 1996 and 1997
Common Paid-in Retained Total
Stock Capital Earnings Equity
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance, 12/31/95 $ 12,591 $ 5,830,789 ($90,454) $ 5,752,926
Issuance of Stock 2,522 218,086 220,608
Write-off of Project
(Note 5) (5,210,585) (5,210,585)
Net Income 114,286 114,286
--------- --------------- ----------- -------------
Balance 12/31/96 $ 15,113 $ 838,290 $ 23,832 $ 877,235
Issuance of Stock 180 61,071 61,251
Net Loss (98,727) (98,727)
--------- --------- --------- ---------
Balance. 12/31/97 $ 15,293 $ 899,361 ($74,895) $ 839,759
========= ======== ========= =========
See Accompanying Notes
64
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
UNITED CASINO CORPORATION
(FORMERLY BLUE JACKET MINING CO.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years ended December 31, 1996, and 1997
Inception thru
12/31/1996 12/31/1997 12/31/1997
OPERATING ACTIVITIES ---------- ---------- ----------
- ----------------------------------
<S> <C> <C> <C>
Net Loss $ 114,286 ($98,727) ($74,895)
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization 3,671 3,738 9,406
Changes in operating assets and liabilities:
Decrease (increase) in other Receivable (77,000) 80,000
Decrease (increase) in Option/Revenue
Share (300,000) 300,000
Increase (decrease) in Notes Receivable (600,063) 600,063
Increase (decrease) in Accounts Payable 238,854 (288,410)
---------- ---------- ----------
Net cash provided by Operating Activities 579,874 (3,399) (65,489)
INVESTMENT ACTIVAITIES
- --------------------------------------
Decrease (increase) in Property and
Equipment (1,757) (18,631)
Decrease (increase) in Organization Costs (646) 516 (1,190)
Decrease (increase) in Investment in NetBet (36,724) (129,406) (823,089)
---------- ---------- ----------
Net cash (used) by Investment activities (739,127) (128,890) (842,910)
FINANCING ACTIVITIES
- ---------------------------------
increase (decrease) in Common Stock 220,608 61,251 914,654
--------- --------- ----------
Net cash provided by Financing Activities 220,608 61,251 914,654
--------- --------- ----------
Increase (decrease) in Cash 61,355 (71,038) 6,255
Cash at Beginning of Period 15,938 77,293 0
--------- --------- ----------
Cash at End of Period $ 77,293 $ 6,255 $ 6,255
========= ========= =======
See Accompany Notes
65
<PAGE>
</TABLE>
UNITED CASINO CORPORATION
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and 1997
1. ORGANIZATION
- ----------------
United Casino Corporation (Formerly Blue Jacket Mining Co.) (referred to
herein as the "Company", or "UCC") was formed in 1952
United Development Corporation was formed in 1992 and renamed United Casino
Corporation in 1994, prior to merging with Blue Jacket Mining Co. United
Development Corporation was formed to acquire and hold interest in
casino/entertainment recreational facilities. In 1995, the Company formed anew
Canadian Subsidiary, United Resorts, Ltd., which name was changed to UCC-Netco
in December, 1995. UCC-Netco was formed to pursue investment activities
utilizing the Internet. UCC received 1,200,000 shares of UCC-Netco, (100% of
the outstanding shares) and transferred its investment in an Internet project in
exchange for an additional 1,800,000 shares of UCC-Netco. In December, 1995,
approximately nine percent (9%) of the shares in UCC-Netco were issued to
various investors for approximately $88,000 in capital. In April, 1996,
UCC-Netco merged with Alexander Wolfe, Inc., a publicly traded Nevada
corporation, through a reverse merger, and the name of the resulting company was
changed to Netbet, Inc. Following the merger the Company formed a new
subsidiary corporation, Internet Consultants, Inc., ("Internet") which was
inactive until September, 1996. In January, 1997, Internet became a wholly
owned subsidiary of Torrey Pines Nevada, Inc. ("Torrey Pines") a publicly traded
Nevada Corporation, of which, at December 31, 1997, the Company held a 31%
interest. The accounts payable were transferred to Torrey Pines, for which
Torrey Pines issued common stock. The Company is currently pursuing its
objectives directly through its own operations and through its affiliates,
Netbet, Inc. and Torrey Pines.
2. RECEIVABLE FROM AFFILIATE
- -------------------------------
At December 31, 1997, the Company had advanced a total of $160,937 to its
controlled company, Netbet, Inc. (Netbet), which was utilized by Netbet to
partially fulfill its obligations to Casinos of the South Pacific under an
agreement whereby Netbet is to receive 80% of the net revenues from the
operation of an Internet Gaming site operated by Casinos of the South Pacific in
its facility in the Cook Islands. Through an agreement with Netbet, the Company
has an option to convert this note to common restricted shares of Netbet at a
price of $0.125/share. The company could otherwise expect to receive
reimbursement of these funds from Netbet through revenues received by Netbet
from Casinos of the south Pacific, and/or from funds raised by Netbet from
planned equity offerings in calendar year 1998.
66
<PAGE>
3. INVESTMENT IN NETBET, INC.
- ---------------------------------
At the formation of Netbet, the Company transferred a loan receivable from
Casinos of the South Pacific in exchange for stock of Netbet (see Note 1). This
represents the Company's retained 32% interest at December 31, 1997, in Netbet.
4. OPTION AND REVENUE SHAREING AGREEMENT
- ----------------------------------------------
In September, 1996, Internet Consultants (Internet), a wholly owned
subsidiary of UCC has entered into a separate agreement with Casinos of the
South Pacific whereby Internet was entitled to receive 80% of the net revenues
of an Internet Gaming site (a separate site from the site in Note 2) to be
operated by Casinos of the South Pacific. Under the agreement, Internet was to
provide $1,000,000 of either cash or consulting services and is obligated to
provide ongoing technical support technical services.
As of December 31, 1996, $300,000 of option payments had been made
consisting of cash of $228,107 and services valued at $71,893. As of December
31, 1997, Internet is no longer included in the consolidated statements
following the conversion of UCC's interest into shares of Torrey Pines Nevada,
Inc. (See Note 1).
5. INTEREST IN PSLP
- ----------------------
At the time of formation of the Company a wholly owned subsidiary of the
Company held a portion of a limited partnership (PSLP) which managed a casino
(Spotlight 29) located on Indian Land in the Palm Springs area, California. In
March 1995, the General Partner of PSLP announced that it was withdrawing from
the PSLP due to a disagreement with the Indian Tribe. The General partner then
in October, 1995, filed for protection under Chapter 11 of the Bankruptcy code,
and is currently operating under such protection. The Bankruptcy court approved
the General Partner's amended agreement with the Indian Tribe and allowed the
Limited Partner to pursue claims against the General Partner as an unsecured
creditor. Due to the small amounts available to all unsecured creditors as a
group, the Company determined in 1996 not to further pursue such claims and
wrote off to additional paid-in capital, all balance sheet amounts related to
the PSLP.
6. PROVISION FOR INCOME TAXES
- ----------------------------------
Due to the various write-offs of projects to paid-in capital, the Company
has no accounting taxable income which would require a tax provision. Because
of the uncertainty as to the timing of the realization of tax benefits from
these losses, no tax credit is being claimed at this time.
7. SUBSEQUENT EVENTS
- ----------------------
On January 14, 1998, Netbet merged with Torrey Pines, with Netbet the
surviving entity. The shareholders of Torrey Pines received 1 share of Netbet
for each 15 shares of Torrey Pines stock held by shareholders on January 14,
1998. Following the merger, United Casino Corporation held a 32% interest in
Netbet.
67
<PAGE>
Exhibit #4
PRIVATE PLACEMENT MEMORANDUM
UNITED CASINO CORPORATION
2,000,000 SHARES OF COMMON STOCK OFFERING PRICE $0.075
United Casino Corporation, a Nevada corporation (the "Company"), hereby offers
up to 2,000,000 shares of the Company's Common Stock at $0.075 per share in
cash. The shares are registered under Nevada Revised Statue Section 90.490. The
Offering is exempt from Federal registration pursuant to Regulation D, Rule 504.
The offering price has been arbitrarily determined by the Company's Board of
Directors. The shares will be offered through a placement agent on a best
efforts basis. The Company's common stock has been traded on a very limited
basis in the over-the-counter market and quotations are published on the OTC
Bulletin Board under the symbol "UCNO" and in the National Quotation, Inc. "pink
sheets" under United Casino Corporation. Effective November 2, 1999 the
Company's issued and outstanding common stock, par value $0.001,was reverse
split on a 50 to 1 basis and therefore until November 22, 1999 the Company's
trading symbol will be "UCNOD". After November 22, 1999 the trading symbol will
revert back to "UCNO". See "RISK FACTORS; Limited Public Market".
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL BOOK VALUE DILUTION. PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO
SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. SEE "3.0 RISK FACTORS" AND
"DILUTION".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") NOR HAS THE SEC PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM (THE "MEMORANDUM"). ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES HAVE BEEN REGISTERED WITH THE ADMINISTRATOR OF THE SECURITIES
DIVISION OF THE NEVADA SECRETARY OF STATE BECAUSE SUCH SECURITIES ARE BELIEVED
TO BE SUBJECT TO REGISTRATION PURSUANT TO THE REQUIREMENTS OF NRS 90.490. SUCH
REGISTRATION DOES NOT CONSTITUTE NOR IMPLY RECOMMENDATION OR ENDORSEMENT BY THE
DIVISION, WHICH DOES NOT PASS UPON THE MERITS OF THE SECURITIES OR THE ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PRICE TO PLACEMENT AGENT PROCEEDS TO
PUBLIC FEE (1) THE COMPANY (2)
PER SHARE $0.075 $0.075
TOTAL MAXIMUM $150,000.00 $3,000.00 $147,000.00
MINIMUM INVESTMENT $5,000.00
Issuer: United Casino Corporation, 17612 Jordan Avenue #1A, Irvine, CA 92612
(1) The Common Shares will be offered by a registered placement agent
directly to the public without payment of commissions.
(2) The proceeds from this offering will be used for software
development, marketing and other operating expenses of the Company
see "Use of Proceeds").
The offering price for the common shares (the "Offering Price") is not based on
earnings or assets of the Company (see "Terms of Offering).
THE DATE OF THIS MEMORANDUM IS NOVEMBER 15, 1999
68
<PAGE>
REGISTERED PLACEMENT AGENT
Joseph M. Sebo
C/O Donald J. Stoecklein, Esq.
1850 East Flamingo Road, Suite 111
Las Vegas, Nevada 89119
THE COMPANY'S COMMON SHARES (THE "COMMON SHARES") HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, (THE SECURITIES ACT) OR THE SECURITIES
LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON A EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THE COMMON SHARES ARE BEING OFFERED UNDER REGULATION D RULE 504 OF THE
SECURITIES ACT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS ANY STATE PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS MEMORANDUM. NEITHER THE SECRETARY OF THE STATE OF NEVADA AS ADMINISTRATOR
OF THE NEVADA SECURITIES ACT NOR ANY OFFICER OF THE STATE OF NEVADA HAS PASSED
UPON THE MERITS OF THESE SECURITIES OR UPON THE ACCURACY OR COMPLETENESS OF THIS
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE OFFERING OF COMMON SHARES IN
THE COMPANY. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND IS BEING
SUBMITTED TO PROSPECTIVE INVESTORS WITH THE UNDERSTANDING THAT WITHOUT EXPRESS
PRIOR WRITTEN AUTHORIZATION. SUCH PERSONS WILL NOT RELEASE IT OR DISCUSS THE
INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OR USE IT FOR ANY PURPOSE
OTHER THAN TO EVALUATE A POTENTIAL INVESTMENT.
THIS MEMORANDUM IS SOLELY TO AID IN SUCH EXAMINATION AND NOT TO SERVE AS A BASIS
FOR AN INVESTMENT DECISION. THE PRICE OF THE SHARES OFFERED HEREBY BEARS NO
RELATION TO THE ASSETS, BOOK VALUE, NET WORTH OR CURRENT MARKET VALUE OF THE
STOCK. SEE "3.0 RISK FACTORS" "DILUTION" THE OFFERING PRICE OF THE SHARES WAS
DETERMINED ARBITRARILY BY THE MANAGEMENT OF THE COMPANY, AND SHOULD NOT BE
CONSIDERED AS AN INDICATION OF THE ACTUAL VALUE OF THE COMPANY. IN DETERMINING
THE OFFERING PRICE, MANAGEMENT CONSIDERED, AMONG OTHER THINGS, THE COMPANY'S
GROWTH AND PROFIT POTENTIAL, THE AMOUNT OF DILUTION TO INVESTORS IN THIS
OFFERING, AND THE RISK OF INVESTING IN THE COMPANY.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN THE SUBSCRIPTION
AGREEMENT THAT THEY HAVE READ THIS MEMORANDUM CAREFULLY AND THOROUGHLY, THEY
WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION; AND THEY DID SO TO
THEIR SATISFACTION
69
<PAGE>
All offerees and subscribers will have an opportunity to meet with
representatives of the company to verify any of the information included herein
and to obtain additional information regarding the company. Copies of all
documents, contracts, financial statements and other company records will be
made available for inspection at any such meeting or during normal business
hours upon request to the company.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT
CONTAINED IN THE MEMORANDUM AND IF GIVEN OR MADE SUCH INFORMATION OR
REPRESENTATION MUST BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS MEMORANDUM
DOES NOT CONSTITUTE AND OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES TO ANY PEROSON IN ANY JURISDICTION WHERE IN SUCH OFFER OR
SOLICITATION WOULD BE UN LAWFUL. THE PURCHASER SHOULD CONSULT WITH HIS OR HER
ATTORNEY AND HIS OR HER PERSONAL INVESTMENT ADVISOR REGARDING THE SECURITIES
OFFERED HEREBY AND ARRIVE AT HIS OR HER OWN EVALUATION OF THE INVESTMENT.
All payment for common shares must be made by check, bank draft, or money order.
Any portion of the aggregate offering price attributable to cash received in a
foreign currency shall be translated into united states currency at a currency
exchange rate in effect on or at a reasonable time prior to the date of the sale
of the offering of the securities. Make all checks, bank drafts or money orders
payable to: United Casino Corporation.
The Common Shares are offered subject to prior sale when, as and if delivered to
and accepted by the Company and subject to approval of certain legal matters by
counsel and to certain other conditions. The Company reserves the right to
withdraw, modify or cancel the Offering without notice and to reject orders in
whole or in part.
This offering is made by the Company's Registered Placement Agent. A placement
agent fee has been paid. See 1.0 Summary "Use of Proceeds" No commissions are
anticipated. 2,000,000 Common Shares are being offered at $0.075 each
generating maximum gross proceeds to the company of $150.000.
THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE OF THE
SUBSCRIPTIONS BY THE COMPANY AND APPROVAL OF CERTAIN LEGAL MATTERS BY COUNSEL TO
THE COMPANY.
THE COMPANY HAS THE RIGHT, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON.
PROSPECTIVE PURCHASERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
MEMORANDUM AS LEGAL ADVICE. BEFORE INVESTING A PROSPECTIVE PURCHASER SHOULD
CONSULT WITH HIS OR HER ATTORNEY AND HIS OR HER PERSONAL INVESTMENT ADVISOR
REGARDING THE SECURITIES OFFERED HEREBY AND ARRIVE AT HIS OR HER OWN EVALUATION
OF THE INVESTMENT.
70
<PAGE>
TABLE OF CONTENTS
IMPORTANT CONSIDERATIONS
- -------------------------
1.0 SUMMARY OF CONFIDENTIAL PRIVATE OFFERING MEMORANDUM 1.0 PAGE 5
The Company
Dilution Table
Securities offered and Offering Price
Terms of Offering
Plan of Distribution
Method of Subscription
Use of Proceeds
Risk Factors
2.0 INVESTOR SUITABILITY PAGE 8
3.0 RISK FACTORS PAGE 8
Limited Operating History
Market Acceptance of Services
Competition
Control by Existing Shareholders
No Dividends
No Commitment to Purchase Shares
Dilution
Lack of Public Market
Arbitrary Offering Price
Government Regulation
Additional Financing Required
Shares Eligible for Future Sale
4.0 BUSINESS PAGE 11
History
Business and Operating Plan
The Industry
Sales and Marketing
Office Facilities
5.0 LITIGATION PAGE 12
6.0 MANAGEMENT AND PRINCIPAL STOCK HOLDERS PAGE 14
Officers and Directors
Executive Compensation
Compensation of Directors
7.0 DESCRIPTION OF SECURITIES PAGE16
Common Stock
Stock Option Plan
Outstanding Warrants
Capitalization
Transfer Agent
EXHIBIT A: SUBSCRIPTION AGREEMENT
71
<PAGE>
SUMMARY OF CONFIDENTIAL OFFERING
MEMORANDUM 1.0
The following is a summary of certain provisions of this confidential Private
Offering Memorandum and is not intended to be complete. This Memorandum together
with the Exhibits hereto, contains detailed information which is material to
potential subscribers. The following summary, therefore, is qualified in its
entirety by reference to the full text of this Memorandum and the Exhibits.
THE COMPANY
The Company is a development stage enterprise providing consulting and advice in
the field of; management and software consulting, concept creation for software
and internet sites, software development, software testing, marketing and
promotion of software and customer internet sites, for the entertainment and
financial services industries. The current focus is in the global
telecommunications segment of the entertainment and financial services
industries particularly as applied to the world wide Internet.
DILUTION TABLE
Net tangible book value will be used to determine the dilution since the
Company's stock is very thinly traded. Net tangible book value is the amount
that results from subtracting the total liabilities and intangible assets of an
entity from its total assets. Dilution is the difference between the offering
price of a security such as the Common Stock and its net tangible book value per
share immediately after the Offering, giving the effect to the receipt of net
proceeds in the Offering. The following table illustrates the pro forma per
share dilution assuming all the shares are sold in the Offering:
PRICE TO INVESTOR $0.075 PER SHARE
NET PROCEEDS TO COMPANY $0.066 PER SHARE See 1.0 Summary
"Use of Proceeds"
NET TANGIBLE BOOK VALUE $0.056 PER SHARE See 7.0 Description of
Securities "Capitalization"
BEFORE THE OFFERING
- ---------------------
SHARES OUTSTANDING 997,066
NET TANGIBLE BOOK VALUE $55,923 See 7.0 Description of Securities
"Capitalization"
AFTER THE OFFERING
- --------------------
SHARES OUTSTANDING 2,997,066
NET TANGIBLE BOOK VALUE $187,923
NET DILUTION TO NEW SHAREHOLDERS $0.0123 PER SHARE
PERCENT DILUTION TO NEW SHAREHOLDERS 16.4%
72
<PAGE>
SECURITIES OFFERED AND OFFERING PRICE
The Company is offering up to 2,000,000 shares of Common Stock (the "Stock") for
a maximum of $150,000 at a purchase price of $0.075 per share. The proceeds from
this offering will be used for consulting, computer and telecommunication costs
as related to software development and operating expenses of the Company. See
1.0 Summary "Use of Proceeds" The offering is being made through the company's
placement agent on a best efforts basis.
TERMS OF THE OFFERING
The securities are being offered for sale until June 15, 2000 pursuant to
registration under Nevada Revised Statue ("NRS") 90.490 and an exemption from
Federal registration pursuant to Rule 504 under Regulation D of the Securities
Act of 1933 (the "ACT") and such other exemptions from registration as may be
available. The securities are offered subject to the right of the Company to
reject any subscription for one or more of the securities in whole or in part.
The purchase price for the securities is payable in good funds immediately
available at the time of subscription. Investors funds received from purchase of
the securities will be immediately available to the Company for the purpose of
working capital.
PLAN OF DISTRIBUTION
The Company intends to offer the Stock directly to investors through the
company's placement agent. No commission or other form of remuneration will be
paid other then the placement agent fee. There is no firm commitment with
respect to the sale of the Stock and none is anticipated. Therefore, the Company
cannot state how many shares of Stock will be sold.
METHOD OF SUBSCRIPTION
To purchase Stock, a subscriber must deliver to the Company: (a) a signed copy
of the Subscription Agreement (See Exhibit A); (b) a check, or money order in
the amount of the subscription payable to: UNITED CASINO CORPORATION, 17612
Jordan Ave, Suite 1A, Irvine, California, 92612; and (c) a completed and signed
copy of the Prospective Purchaser Questionnaire, and if applicable, Purchaser
Representative Questionnaire. The Company reserves the right to reject any
subscription. By its terms, execution of the subscription documents constitutes
an offer to subscribe to the securities, subject to the rights of the Company to
reject offers to subscribe in its sole discretion for any reason. Upon
acceptance of a subscription agreement by the Company, and receipt of payment in
full for the shares by the Company, each subscriber will be issued certificates
evidencing the Stock and will be duly identified in the books and records of the
Company's Transfer Agent.
73
<PAGE>
USE OF PROCEEDS
There is no minimum offering. Assuming the sale of all 2,000,000 Shares offered
by the Company there will be net proceeds of $132,000 after deducting $18,000
for offering expenses. The company intends to use the proceeds for costs
related to software development and for other operating expenses of the company.
The priority for the use of the funds will be first, for the consulting costs
related to software development and marketing, and second for computer and
leased telecommunications lines then to the other operating expenses of the
Company. The table below reflects planned application of the funds
The following figures reflect the Company's initial use of proceeds
assuming all shares are sold.
USE OF PROCEEDS: (1)
Gross Proceeds of Offering: $ 150,000
Legal Expenses $ 15,000
Less Placement Agent Fees $ 3,000
----------
NET PROCEEDS TO THE COMPANY $132,000
USE OF NET PROCEEDS:(2)
Software Consulting Costs $ 70,000
Marketing $ 20,000
Computer and Telecommunications $ 10,000
Operating Expenses $ 32,000
---------
TOTAL USE OF NET PROCEEDS: $132,000
Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes or allocated
according to the discretion of the Board of Directors. Conversely, the extent
that such expenditures require the utilization of funds in excess of the amounts
anticipated, supplemental amounts of money may be drawn form other sources,
including, but not limited to general working capital and/or external financing.
See 3.0 Risk Factors "Additional Financing Required" the availability of which,
on terms acceptable to the Company if at all, cannot be predicted with certainty
at this time. The net proceeds of this offering that are not expended
immediately may be deposited in interest or non-interest bearing accounts, or
invested in government obligations, certificates of deposit, commercial paper,
money market mutual funds or similar investments.
Footnote
(1) Assuming all 2,000,000 shares are sold. See " 3.0 Risk Factors "No
Commitment to Purchase Shares."
(2) While the foregoing represents the Company's best estimates of their
use, the amounts actually expended for each purpose may vary significantly from
the specific allocation of the net proceeds set forth above, depending on
numerous factors, including changes in the economic climate for the Company's
business operations and the success or lack of success of the Company's planned
operations.
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RISK FACTORS
The securities offered hereby involve a high degree of risk. Any investment
should be made only after careful consideration of significant risk factors
which may affect the Company and it's business See "3.0 Risk Factors"
2.0 INVESTOR SUITABILITY
The investment has been registered in the State of Nevada and is available to
investors who purchase within the State of Nevada. Purchases from States and U.S
Territories other than Nevada may be available subject the laws of that State
and delivery of a disclosure statement prior to purchase. Offshore investors as
defined under Regulation "S" of the Act may participate in the investment
subject to any applicable restrictions under Regulation "S". The investment is
also open to any number of accredited investors as defined pursuant to Rule 501
Regulation D and is open to 35 non-accredited investors subject to any
applicable restrictions under Regulation "D". An accredited investor as defined
pursuant to Rule 501 Regulation D, is any person who has earned more than
$200,000 in gross income for the last two years and is likely to earn $200,000
this year ($300,000 ii husband and wife jointly invest); or has a net worth of
over $1,000,000. A corporation, trust, estate or partnership that is worth more
than $5,000,000 in assets, or is an insurance company, bank, bank trust or bank
holding company or any investment company as defined pursuant to the investment
Company Act of 1940 are also considered accredited investors pursuant to rule
501 Regulation D.
3.0 RISK FACTORS
AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY THOSE PERSONS WHO ARE ABLE TO BEAR THE ECONOMIC
RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD. IN ADDITION TO OTHER
INFORMATION IN THIS OFFERING. THE FOLLOWING SPECIFIC RISKS, NOT LISTED IN ANY
PARTICULAR ORDER OF PRIORITY, SHOULD BE CONSIDERED CAREFULLY BY POTENTIAL
INVESTORS IN EVALUATING THE COMPANY, ITS BUSINESS, AND THE SHARES OFFERED HEREBY
LIMITED OPERATING HISTORY
While the company was organized in 1952, it has only been in operation since
January, 1995 and therefore has limited operating history and limited operating
capital. Consequently, prospective subscribers do not have access to the kind of
information in assessing a possible investment that would be available to them
if the Company were an established operating entity. Subscribers must assume the
risk and uncertainty inherent in a new business enterprise. There is no
assurance that the Company will operate profitably, be able to repay its
obligations or organize or acquire the resources necessary to reach profitable
operations if at all.
MARKET ACCEPTANCE OF NEW SERVICES
The Company's success and growth will mainly depend upon the Company's ability
to sell its services and products to existing and future e-commerce Websites on
the Internet. The Company competes with many large and small companies that are
more established and have more resources than the Company.
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COMPETITION
The world wide Internet is a rapidly growing industry with currently over 100
million users. The e-commerce segment of the Internet industry is probably the
most rapidly growing.
The competition for Internet business is also large and growing involving groups
with substantially more resources than the Company. While the Company intends
to concentrate on market niches using proprietary software development and
strategic alliances there are no assurances that the Company will be successful
in its endeavors or even survive.
CONTROL BY EXISTING SHAREHOLDERS
Upon the closing of this offering, assuming all Shares are sold, principal
shareholders of the Company who owned beneficially more than 10% of the
Company's outstanding shares prior to this offering will own approximately 20%
of the total outstanding common stock, and thus could be in a position to
exercise some control on the election of directors and the affairs of the
Company. See 6.0 Management and Principal Stockholders "Principal Shareholders"
NO DIVIDENDS
It is not anticipated that the Company will declare or pay any dividends in the
foreseeable future.
NO COMMITMENT TO PURCHASE SHARES
The Shares are being offered through a placement agent on a "best efforts" basis
by the Company through the Company's Registered placement agent. Therefore, no
commitment exists by anyone to purchase all or any part of the Shares offered
hereby. Consequently, the Company can give no assurance that any Shares will be
sold. See 1.0 Summary "Plan of Distribution"
DILUTION
Since the Company's stock is currently very thinly traded in the public market
(See "Lack of a Public Market"), the net tangible book value as determined from
the Company's unaudited 9 month financial statement for the period ending
September 30,1999 has been used to estimate Dilution to new investors See 1.0
Summary "Dilution Table" If all the shares in the offering are sold the
percentage dilution from the offering price for new investors would be 16%. The
offering price of this Memorandum of $0.075 per share is 38% greater that the
net tangible book value of $0.056 per share at September 30, 1999. See 7.0
Description of Securities "capitalization"
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LACK OF A PUBLIC MARKET
The Shares offered hereby are exempt from registration with the United States
Securities and Exchange Commission pursuant to the Securities Act of 1933 and
Regulation D promulgated there under. The Shares have been registered in the
State of Nevada and may be subject to the registration requirements of other
States and U.S. Territories. This may effect the transferability of shares to
persons who are residents of any state in which the Shares have not been
registered unless they are subsequently registered, or there exists an exemption
from the applicable state's registration requirements with respect to such sale
or transfer. There is currently only a limited public market for the Company's
common stock and the existing shares are trade at a very low volume. The company
intends to facilitate trading of its common stock by soliciting additional
securities brokers to become market makers of the Shares. There can be no
assurance, however, that any significant level of public trading will develop
and, even if a public trading market does develop, it may not be sustained Thus,
an investor may not be able to liquidate his or her investment readily, if at
all. See 7.0 DESCRIPTION OF SECURITIES
ARBITRARY OFFERING PRICE
The price of the Shares offered hereby bears no relation to the assets, book
value, net worth or current market value of the stock. The offering price of the
Shares was determined arbitrarily by the management of the company and should
not be considered as an indication of the actual value of the Company. In
determining the offering price, management considered, among other things, the
company's growth and profit potential, the amount of dilution to investors in
this offering, and the risk of investing in the Company. See 1.0 Summary
"Dilution"
GOVERNMENT REGULATION
The Company under an agreement with Malt Limited has secured the rights to
accrue 24% of the economic benefits from an e-commerce server being developed in
the sovereign domain of the Cook Islands by CSP Limited, a Cook Islands Company.
Changes in agreements between CSP and the Government of the Cook Island's over
which the Company has little or no control could materially effect the Company's
planned operations at least in the short term.
ADDITIONAL FINANCING REQUIRED
Even if all of the 2,000,000 Shares offered hereby are sold, the funds available
to the Company may not be adequate for it to be competitive in the industry.
There is no assurance that additional funds will be available from any source
when needed by the Company for expansion; and, if not available, the Company may
not be able to expand its operation as rapidly as it could if such financing
were available or indeed if additional financing would be available at all.
Additional financing could possibly come in the form of debt/preferred or common
stock offering or a private placement of common stock. If additional shares were
issued to obtain financing, investors in this Offering would suffer a dilutive
effect on their percentage of stock ownership in the Company. However, the book
value of their shares would be diluted only if additional shares are sold at a
price less than that paid by investors in this Offering
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SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of shares of the Company's common stock in the
public market following this offering could adversely affect the market price,
if any for the common stock Upon the completion of this offering, the Company
will have 2,997,066 shares of common stock outstanding. Of these shares, any
shareholder with holdings greater than 10%, or 299,707 common shares may be
considered "restricted securities" as defined in SEC Rule 144 In general, under
Rule 144 as currently in effect, any person (or persons whose shares are
aggregated) who has beneficially owned restricted securities for at least one
year is entitled to sell, within any three-month period, a number of shares that
does not exceed the greater of 1% of the then outstanding shares of the issuer's
common stock or the average weekly trading volume during the four calendar weeks
preceding such sale, provided that certain public information about the issuer
as required by Rule 144 is then available and the seller complies with certain
other requirements. Affiliates may sell such shares in compliance with Rule 144,
other than the holding period requirement. A person who is not an affiliate, and
has not been an affiliate within three months prior to sale, and has
beneficially owned the restricted securities for at least one year is entitled
to sell such shares under Rule 144 without regard to any of the limitations
described above Consequently, the possibility of sales under Rule 144 may have a
depressive effect on the price of the Company's common stock in the public
market.
4.0 BUSINESS
THE COMPANY
HISTORY
United Casino Corporation (Formerly Blue Jacket Mining Co.) (the Company) was
formed in 1952.
United Development Corporation was formed in 1992 and renamed United Casino
Corporation in 1994, prior to merging with Blue Jacket Mining Company. United
Development Corporation was formed to develop projects in
casino/entertainment/recreational facilities. In 1995 the Company formed a new
subsidiary named UCC-Netco which merged with Alexander Wolfe, Inc. a publicly
traded Nevada Corporation, through a reverse merger, and the name of the
resulting company was changed to Netbet Incorporated. In June of 1999 the
Company distributed the majority of its holdings in Netbet Incorporated directly
to the Company Stockholders on a prorated basis of their stockholdings in the
Company. The Company sold the balance of its holdings in Netbet pursuant to
Rule 144 in July of 1999. The Company is currently pursuing its objectives
directly through its own operations and through a Revenue Sharing Agreement for
an Internet e-commerce server with Malt Ltd. entered into in June of 1999.
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BUSINESS AND OPERATING PLAN
The Company is a development stage company providing consulting and advice in
the field of; management and software consulting, concept creation for software
and internet sites, software development, software testing, marketing and
promotion of software and customer internet sites, for the entertainment and
financial services industries. The current focus is in the global
telecommunications segment of the entertainment and financial services
industries particularly as applied to the world wide Internet.
The Company has entered into a Revenue Sharing Agreement dated June 10,1999 with
Malt Ltd., a Cook Islands International Company ("Malt") whereby Malt has
received 600,000 shares of the Company's restricted stock (post November 2,1999
reverse split) in return for the Company receiving 24% of the Net Revenues of an
e-commerce site being developed by CSP Ltd., a Cook Islands international
Company ("CSP) in the Cook Islands. In addition Malt is pursuing software sales
and product development opportunities for the Company. The Company is currently
developing software for the CSP e-commerce site.
The Company's current business plan is to develop and market turnkey e-commerce
web sites including computer configurations utilizing existing supplier
computers and peripherals, Company proprietary software in development and
billing services over the internet together with applicable security and risk
avoidance technologies.
No assurance can be given that the Company's business plans will be achieved.
THE INDUSTRY
The world wide Internet industry is very large and rapidly growing (currently
over 100,000,000 customers). All types of businesses operate over the Internet
which provides an additional marketing outlet to existing businesses as well as
unique opportunities for new businesses. One of the most rapidly growing
segments of the Internet is e-commerce (electronic business) business operating
over the Internet generally require one or more web sites (computer based sites)
to connect through the Internet to potential customers and receive and fill
orders as well as perform billing and receivable functions. It is estimated by
e-commerce experts that in the United States alone e-commerce will reach $18.1
billion U.S. dollars in 1999, an increase of 132% from 1998. Estimates from
research sources such as Bloomberg and Forrester Research, for e-commerce in the
year 2003, range from $100 billion to $1 trillion U.S. dollars.
An Internet based e-commerce business can succeed only if it is user friendly,
cost effective, reliable, secure, and well marketed to it's potential customers.
Logistics support including financial and customer service is also critical.
Time is of the essence in communicating to and from the customers and handling
all phases of the customers order and supply cycle.
The Company believes that a broad based and profitable market exists for
developing proprietary software enabling state-of-the-art computer and
telecommunications systems to provide the preceding criteria for a selected
group of business in the entertainment and financial services industries.
Accordingly, the Company plans to sell and service "turn-key" e-commerce web
sites using Company developed proprietary software, state-of-the-art computer
technology products and associated peripherals to high profit margin segments of
the entertainment and financial services industries.
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SALES AND MARKETING
The Company is working to establish an international customer base through it's
existing revenue sharing agreement and Company proprietary software being
developed for a Cook Islands based e-commerce web site. The Company also plans
to use the free marketing available through Internet chat sites and later to
expand this advertising by using banner ads on Internet search engines
OFFICE FACILITIES
The Company maintains its current principal executive office at 17612 Jordan
Ave., #1A, Irvine, CA 92612.
5.0 LITIGATION
The Company is not a party to, or aware of any pending legal proceeding. The
term "Proceeding" shall include any threatened, pending or completed action,
suit or proceeding, whether brought in the right of the corporation or otherwise
and whether of a civil, criminal, administrative or investigative nature, in
which a person may be or may have been involved as a party or otherwise by
reason of the fact that the person is or was a director or officer of the
corporation or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the
corporation, or is or was serving at the request of the corporation as a
director, officer or fiduciary of an employee benefit plan of another
corporation, partnership, joint venture, trust or other enterprise, whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification or advancement of expenses can be provided under this
article.
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6.0 MANAGEMENT AND PRINCIPAL STOCK HOLDERS
The following table sets forth certain information regarding the record and
beneficial ownership of common and preferred stock of the officers and key
personnel of the Company and shareholders owning more that 10% of the Company's
issued and outstanding stock.
BEFORE THE OFFERING:
Name: Ownership Percentage
(Common Shares)
Malt LTD. 600,000 60.17%
Officer and Directors:
Norman Wright 8,000 0.80%
Ian Anderson None 0.00%
Gary W. Tate 5,000 0.50%
All Officers and Directors ------ -----
as a group (3 persons) 13,000 0.85%
AFTER THE OFFERING:(1)
Name: Ownership Percentage
(Common Shares)
Malt LTD. 600,000 20.20%
Officer and Directors: (2)
Norman Wright 8,000 0.27%
Ian Anderson None 0.00%
Gary W. Tate 5,000 0.17%
All Officers and Directors ------ ------
as a group (3 persons) 13,000 0.44%
(1) Totals after the offering assuming all the shares are sold.
(2) Norman Wright, Ian Anderson and Gary Tate, are directors of the Company.
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81
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OFFICERS AND DIRECTORS
The names and business experience during the past five years of the Company's
directors and officers are as follows:
Mr. Norman Wright----President, Treasurer, and Director
Mr. Wright 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
Mr. Anderson has worked for the last five years as a consultant in computer
applications During this period he also attended North College in Campbell River
and Comosun College in Victoria, British Columbia
Gary W. Tate---Director
Mr. Tate has had 20 years 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.
EXECUTIVE COMPENSATION
No cash compensation, deferred compensation or long-term incentive plan was paid
or granted to the Company's executive officers during any of the past three
fiscal years or the interim period from the date of the end of the last fiscal
year to July 1999.
Mr. Norman Wright, President, Treasurer, Director, currently receives $2,000 per
month
Mr. Ian Anderson, Vice-President, Director currently receives $0 per month
Mr. Gary W. Tate, Director, currently receives $500 per month
No deferred compensation or long-term incentive plan, is in effect .
COMPENSATION OF DIRECTORS
There are no standard arrangements pursuant to which the Company's directors are
compensated for any services provided as director other than a payment to Mr.
Tate of 500.00 per month for director's fees. Mr. Norman Wright serves as
president, Treasurer, and director and is paid $2000 per month. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There were no arrangements pursuant to which any of the Company's directors was
compensated during the Company's last completed fiscal year or the previous two
fiscal years for any service provided as director.
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7.0 DESCRIPTION OF SECURITIES
COMMON STOCK
The Articles of Incorporation of the Company authorize the issuance of up to
50,000,000 shares of Common Stock, par value $0.001 and 20,000,000 shares of
Preferred Stock with a par value of $0.001. As of the Date of this Memorandum
there are 997,066 shares of Common Stock issued and Outstanding and (0) zero
preferred shares. Immediately after the completion of this offering there would
be 2,997,066 shares of Common Stock issued and outstanding, assuming all of the
Securities are sold in this offering.
Each holder of common stock is entitled to one vote per share on all matters to
be voted on by the shareholders, without any right to accumulate their votes.
Holders of common stock have no preemptive rights and have no liability for
further calls or assessments on their shares. The shares of common stock are not
subject to repurchase by the Company or conversion into any other securities.
All outstanding shares of common stock are, and those to be outstanding upon
completion of the offering, will be fully paid and non-assessable.
Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors of the Company out of funds legally
available, therefore, and upon the liquidation, dissolution or winding up of the
Company, are entitled to share ratably in all net assets available for
distribution to such holders after satisfaction of all obligations of the
Company and the liquidation preference of any outstanding preferred stock.
STOCK OPTION PLAN
The Company does have a stock option plan that is in effect but no stock options
are currently outstanding or are planned to be issued, created or distributed in
connection with this offering.
OUTSTANDING WARRANTS
The Company currently has no outstanding warrants to purchase stock.
CAPITALIZATION
Authorized Common Stock $0.001 par value -- 50,000,000 shares.
Current Issued and Outstanding after November 2, 1999 reverse split --997,066
shares.
Authorized Preferred Stock $0.001 par value -- 20,000,000 shares, none issued,
none outstanding or to be issued in connection with this offering.
As of September 30, 1999:
Current Liabilities $ 0 (None)
Shareholder Equity $ 85,923
Total Liabilities and Shareholder Equity $ 85,923
Performa (After Offering)
To be issued and Outstanding After the Offering -- 2,997,066 shares.
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TRANSFER AGENT
Interstate Transfer Company
56 West 400 South, Suite 220
Salt Lake City, UT 84101
801- 531-7860
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84
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Exhibit #A
SUBSCRIPTION AGREEMENT
UNITED CASINO CORPORATION
United Casino Corporation
17612 Jordan Ave. #1A
Irvine, CA 92612
The undersigned hereby subscribes for Shares, as described in the Private
Placement Memorandum dated _______________ (the "Shares"), of United Casino
Corporation (the "Company"), at a purchase price of _______________ per share.
The undersigned hereby irrevocably agrees to purchase a total of
________________ of the shares (the "Offering").
The undersigned subscriber (sometimes hereafter referred to as the "Subscriber")
irrevocably agrees to pay an aggregate of $______________ as a subscription for
the Shares being purchased hereunder. The entire purchase price is due and
payable upon the execution of this Subscription Agreement, and shall be paid by
check subject to collection, or by wire transfer, made payable to the order of
"United Casino Corporation" the Company shall have the right to reject this
subscription in whole or in part.
Promptly after having received the executed Subscription Agreement and payment
in full for the Shares purchased, the Company will request its transfer agent to
issue the securities comprising the Shares subscribed for in the Subscription
Agreement.
1. The undersigned represents, warrants and agrees as follows:
(a) This subscription agreement is and shall be irrevocable.
(b) The subscriber has carefully read this Subscription Agreement, and the
accompanying Private Placement Memorandum which the undersigned acknowledges has
been provided to him. The undersigned has been given the opportunity to ask
questions of, and receive answers from, the Company concerning the terms and
conditions of this Offering as described in the Private Placement Memorandum and
to obtain such additional written information, to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense necessary to verify the accuracy of same, as the undersigned desires in
order to evaluate the investment. The undersigned further acknowledges that he
has received no representations or warranties from the Company, the agent, or
their respective employees or agents in making this investment decisions other
than as set forth in the Offering Memorandum.
(c) The subscriber is aware that the purchase of the Shares is a speculative
investment involving a high degree of risk and that there is no guarantee that
the subscriber will realize any gain from this investment, and that the entire
investment could be lost. The undersigned acknowledges that he has specifically
reviewed the section in the Private Placement Memorandum entitled "Risk
Factors."
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<PAGE>
(d) He understands that no federal or state agency has made any finding or
determination regarding the fairness of this Offering of the Shares for
investment, or any recommendation or endorsement of this Offering.
(e) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY. If the
undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g. if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned entity has
the full power and authority to execute this Subscription Agreement on behalf of
such entity and to make the representations and warranties made herein on its
behalf, and (iv) this investment in the Company has been affirmatively
authorized, if required, by the governing board of such entity and is not
prohibited by the governing documents of the entity.
(f) The address shown under the undersigned's signature at the end of this
Subscription Agreement is the undersigned's principal residence if he is an
individual, or its principal business address if a corporation or other entity.
The undersigned further acknowledges that the Company is under no obligation to
aid the undersigned in establishing any exemption from the registration
requirements.
2. The undersigned expressly acknowledges and agrees that the Company is
relying upon the undersigned representation contained in the Subscription
Agreement.
3. The Company represents that it is duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
State of Nevada and has all requisite power and authority, and all necessary
authorization, approvals and orders required as of the date hereof to own its
properties and conduct its business as described in the Private Placement
Memorandum and to enter into this Subscription Agreement and to be bound by the
provisions and conditions hereof.
4. Except as otherwise specifically provided for hereunder, no party shall
be deemed to have waived any of his, her, or its rights hereunder or under any
other agreement, instrument or papers signed by any of them with respect to the
subject matter hereof unless such waiver is in writing signed by the party
waiving said right. A waiver on any one occasion with respect to the subject
matter hereof shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion. All rights and remedies with respect to the
subject matter hereof, whether evidenced hereby or by any other agreement,
instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.
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<PAGE>
5. The parties have not made any representation or warranties with respect
to the subject matter hereof not set forth herein, and this Subscription
Agreement, together with any instruments executed simultaneously herewith,
constitutes the entire agreement between them with respect to the subject matter
hereof. All understandings and agreements heretofore had between the parties
with respect to the subject matter hereof are merged in this Subscription
Agreement and any such instruments, which alone fully and completely expresses
their agreement.
6. This agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing which is signed by all of
the parties to this Agreement.
7. The parties agree to execute any and all such other and further
instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purpose hereof.
8. This Subscription agreement shall be governed by and construed in
accordance with laws of the State of Nevada and the undersigned hereby consents
to the jurisdiction of the courts of the State of Nevada and/or the United
States District Court covering the State of Nevada.
IN WITNESS HEREOF, the undersigned has executed this Subscription agreement on
this ___________ day of _________, 1999.
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EXECUTION BY SUBSCRIBER WHO IS A CORPORATION, PARTNERSHIP, TRUST, ETC.
- --------------------------------------------------------------------------------
Exact Name in which Title is to be Held
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Print Name
- --------------------------------------------------------------------------------
Title of Person Executing Agreement
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
City State or Province Country Zip
Code
_________________________________________
Tax identification Number
Accepted this ___________ day of _________________, 1999 on behalf of United
Casino Corporation, Inc.
By:______________________________
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EXECUTION BY SUBSCIBER WHO IS A NATURAL PERSON
- --------------------------------------------------------------------------------
Exact Name in which Title is to be held
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Print Name
- --------------------------------------------------------------------------------
Residence: Number and Street
- --------------------------------------------------------------------------------
City State or Province Country Zip Code
Accepted this _______________ day of _________________________, 1999 on behalf
of United Casino Corporation
By:___________________________________
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Exhibit # 5 Specimen of Security
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS FO THE STATE FO NEVADA
NUMBER SHARES
CUSIP NO.90980e 20 3
UNITED CASINO CORPORATION
AUTHORIZED STOCK: 50,000,000 SHARES
PAR VALUE:$.001 PER SHARE
THIS CERTIFIES THAT
IS ;THE RECORD HOLDER OF
United Casino Corporation
transferable on the books of the corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the Facsimile signatures of
its duly authorized officers.
Dated:
United Casino Corporation
Corporate Seal
1996
Nevada
______________________________ __________________________
Secretary President
Countersigned & Registered:
Interstate Transfer Company
56 West 400 South, Suite 260
Salt Lake City, UT 841001
By:_______________________
Registrar-Authorized Signatures
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<PAGE>
(Reverse side)
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by bank (other than a saving bank), or a
trust company. The following abbreviations, when used in the inscription on the
face of this certificate, share be construed as though they were written out in
full according to applicable laws or otherwise:
TEN COM -as tenants in common UNIF GIFT MIN ACT___Custodian_____
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with the right under Uniform Gifts to Minors
of survivorship and not as Act____________
tenants in common (State)
Additional abbreviations may also be used though not in the above list
For value received, hereby sell , assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________________
_________________________________________________________
Notice THE SIGNATURE TO THIS ASSSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE FO THE CERTICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER.
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Exhibit #6 to Exhibit 10.1
Restated Articles of Incorporation - See Exhibit 3.1 Main Body
Exhibit #7 to Exhibit 10.1
Restated Bylaws - See Exhibit 3.2 Main Body
Exhibit #8 to Exhibit 10.1
UNITED CASINO CORPORATION ("THE COMPANY")
MINUTES OF SPECIAL DIRECTORS MEETING
A special meeting of the Directors of the Company was held at 10:00 AM on Nov.
3, 1999. All 3 of the Directors were present by telephone.
Norman Wright acted as Chairman of the Meeting and Ian Anderson as Secretary.
Mr. Wright informed the meeting that additional financing was required by the
Company for its proprietary developments on software for Internet web sites and
marketing in connection therewith as well as other general obligations of the
Company. Mr. Wright indicated that as a Nevada Corporation it could register
common shares of the Company pursuant to Nevada Revised Statutes 90.490. After
discussion and review of the Companies unaudited financial statements for the
month ending Sept. 30, 1999 the following resolutions were unanimously adopted
by the board by a vote of 3 for and zero against:
BE IT RESOLVED that the Company prepare an offering memorandum for review by the
State of Nevada pursuant to NRS 90.490. The offering would be for a total of
2,000,000 issued and outstanding shares of the Companies stock at an offering
price of $0.075 per share; and,
BE IT FURTHER RESOLVED that Mr. Joe Sebo be appointed as Placement Agent for the
offering pursuant to state of Nevada requirements.
The officers of the Company were directed to take all necessary steps to
expedite the offering in accordance with NRS 90.490 and exemption pursuant to
504D of the Federal Securities Act.
There being no further business to come before the meeting the meeting was
adjourned.
s/Ian Anderson
---------------
Ian Anderson
Secretary
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United Casino Corporation
SECURITIES ISSUED WITHIN PAST TWO YEARS
Stock issued:
United Casino Corporation Common Stock ($0.01 par value)
All stock is restricted pursuant to Rule 144
All stock given in consideration is pre-reverse split stock, the reverse
Split having taken place on November 2, 1999 at a ratio of 50 to 1.
To: Jerry Blythe, per Board Resolution for consulting services.
60,0000 Shares on August 7, 1998; valued at $7,500.00
To: Malt Limited, per Board Resolution for Revenue Sharing Agreement.
30,000,000 Shares on June 20, 1999; valued at $30,000.00
To: Binary Magic Inc., per Board Resolution for services.
1,000,000 Shares on June 24, 1999; valued at $1,000.00
To: Business Engineering Ltd., per Board Resolution for services.
2,000,000 Shares on June 24, 1999; valued at $2,000.00
To: Chinatech Trading Inc., per Board Resolution for services.
1,000,000 Shares on June 24, 1999; valued at $1,000.000
To: Gary Tate per Board Resolution for services.
250,000 Shares on June 24, 1999; valued at $250.00
To: Graham Whitefield per Board Resolution for services.
250,000 Shares on June 24, 1999; Valued at $250.00
93
<PAGE>
Exhibit #10 to Exhibit 10.1
Patrick M. Passenheim
Attorney at Law
501 West Broadway, Suite 550
San Diego, CA, 92101
619-544-0811
November 05, 1999
Board of Directors
United Casino Corporation
C/O Donald Stoecklein, Esq.
1850 East Flamingo Road, Suite 111
Las Vegas, NV 89119
Re: Legality of securities being registered Under Nevada Revised Statutes Art.
90.490 "Registration by Qualification," offering 2,000,000 shares of Common
Stock of United Casino Corporation for Sale in Nevada to raise $150,000
To the Board of Directors:
You have requested an opinion regarding the legality of issuing 2,000,000
shares of Common stock of United Casino Corporation, a Nevada corporation (the
"Company"), Pursuant to Nevada Revised Statutes Art 90.490 (o) and whether such
securities may be traded and or transferred in the public market without
violation of the Securities Act of 1933, as amended (the "Act"). This letter
shall address only the Company's proposed offering of common stock and does not
make any comment or opinion regarding shares of the Company's preferred stock.
This letter is governed by, and shall be interpreted in accordance with,
the legal Opinion Accord of the American Bar Association Section of Business law
(1991). The law covered herein is limited to the Federal Law of the United
States and the laws of the State of Nevada.
FACTS AND HISTORY
In rendering this opinion, I have considered and relied upon those facts
set forth below. I have also considered such matters of law and of fact, and
relied upon such certificates and other information furnished to me by the Board
of Directors of the Company, as I have deemed appropriate as a basis to form the
opinions set forth below.
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November 5, 1999
PAGE Two
Based upon my review of the pertinent documents including the Company's
recent "Information and Disclosure Statement" dated June 1, 1999, filed pursuant
to rule 15c2-11(a) of the 1935 Exchange Act and information provided to me by
the Board of Directors, the following facts are set forth:
1. Based upon the corporate records including representations and
information provided by the Board of Directors, the Company presently has an
authorized capitalization of 50,000,000 shares of common stock, par value One
Tenth of a Cent ($.001) per share, and 20,000,000 shares of preferred stock, par
value One Tenth of a Cent ($.001) per share.
2 On October 25, 1999 the directors and shareholders approved the proposal
whereby the issued and outstanding shares of the Corporation's Common Stock, par
value $.001 per share, being 49,853,285 shares to be reverse split on the basis
of (1) one new share of common stock for each (50) fifty shares of outstanding
Common stock.
3. On November 2, 1999 pursuant to Nevada Revised Statutes Art. 78.207 a
certificate was filed with the Nevada Secretary of State placing into effect the
reverse split of common stock.
4. As of November 2, 1999 a total of 997,066 shares of the $.001 par value
Common stock bearing a new CUSIP number is issued and outstanding.
5 The Company intends to register an offering of 2,000,000 shares of the
Common Stock of United Casino Corporation for sale in State of Nevada in order
to raise $150,000 in cash (Gross Proceeds).
6. The Company was incorporated under the laws of the State of Nevada on
January 28, 1952.
CORPORATE STATUS AND CAPACITY
upon my review of certain corporate documents, it is my opinion that the
Company is validly organized and presently listing in good standing under the
laws of the State of Nevada with a validly constituted Board of Directors. The
Board of Directors has the capacity and authority to enter into contracts on
behalf of and binding upon the Company for any lawful purpose.
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November 5, 1999
PAGE three
THE LAW
Section 5 of the Securities Act of 1933 (the "Act") prohibits the sale of
any security "unless a Registration Statement is in effect."
Section 4 of the Act provides several transactional exemptions to the
registration requirements of Section 5, as do certain rules and regulations
promulgated under the Act. Section 4(1) of the Act exempts from registration
those transactions not involving an issuer, underwriter of dealer. The burden
of proof is upon those claiming the exemption to show they are not an issuer,
underwriter, or dealer. Section 4(2) of the Act exempts from registration
transactions by an issuer not involving any "public offering."
Section 2(4) of the Act defines "issuer" as including "every person who
issues or proposes to issue any security." An issuer is subject to the
registration requirements of the Act whenever it makes an "original
distribution" of its securities to the public.
Section 2(11) of the Act defines "underwriter" as including "every person
who has purchased from an issuer with a view to, or offers or sells for an
issuer in connections with the distribution of any security." An underwriter is
therefore any person who either purchases securities from an issuer with the
intent toward distribution or a person who actually sells securities for an
issuer in connection with the issuer's public distribution.
Rule 144 promulgated under the act provides guidelines for the sale of
securities by an Affiliate or controlling Person of the issuer or the sale of
"restricted securities" by any person.
Rule 405 and 501 of the Act defines an "affiliate" of, or person
"affiliated with, a specified person as a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.
Regulation "D" Reg. Art. 230 promulgated under the Act provides "Rules
Governing the Limited Offering and Sale of Securities without Registration under
the [Act]."
Rule 504 promulgated under Regulation D Reg. Art. 230.504 of the Act
provides an "Exemption for Limited Offerings and Sales of securities not
exceeding $1,000,000,000."
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November 5, 1999
PAGE Four
ANALYSIS OF THE OFFERING
The Company intends to offer 2,000,000 shares of post-reverse split Common
stock of United Casino Corporation. The Company is seeking to raise $150,000 in
cash to fund continuing operations and product development. The securities are
being registered in the State of Nevada under Nevada Revised Statute,
hereinafter "NRS," Art. 90.490 "Registration by Qualification." Upon approval
of the registration the Company intends to sell the securities within the State
of Nevada.
It is the opinion of Counsel that upon approval of the registration, the
requirements of NRS Art. 90.460 "Registration Required" will have been complied
with, subject to the provisions of NRS Art. 90.500. The Securities can then be
in compliance with the State law of Nevada.
Regarding the requirements of Federal law as related to the proposed
issuance of Securities, Section 5 of the Securities Act of 1933 (the "Act")
prohibits the sale of any security "unless a Registration statement is in
effect."
It is my opinion that this offering is exempt from the filing requirements
of Section 5 of the Act to the extent that it qualifies under Regulation "D" of
the Act. Specifically, it is my opinion that the offering qualifies under Reg.
Art. 230.504 "rule 504."
The Company does not fall within one of the categories listed under rule
504 (a) and is in compliance with the conditions set forth in subsection (b).
I have reviewed the requirements for registration under NRS Art. 90.490. I
believe that registration under this section is of sufficient scope to satisfy
the "Public Filing" and "Substantive Disclosure" Requirements of rule 504)b)(i).
NRS Art. 90.500 (ll) requires delivery of disclosure document in a manner
satisfying the remaining requirements of rule 504(b)(i).
Since the offering satisfies the conditions of rule 504(b)(i) it is exempt
from the manner of offering and resale limitations in paragraph (c) and (d) of
rule 502.
However, any sales to "Affiliates" would be subject to the restrictions of
rule 144 of the Act.
With regard to Rule 502(a), no other offerings have been made within the
past year under regulation "D" or in any manner which would be considered
"integrated" for the purposes of rule 504 exemption from Federal registration.
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<PAGE>
November 5, 1999
PAGE five
In reviewing interpretive release 33-6455 published by the Securities and
Exchange Commission, I feel it is important to note that I have received no
information that would lead me to believe that this offering is in conflict with
Preliminary Note one or six of regulation "D."
Based on the above analysis the proposed offering would be in compliance
with both state and federal regulations regarding issuance of securities.
SCOPE OF THE OPINION
This opinion is expressly based upon the facts stated herein as they exist
as of the date hereof and does not take into consideration any event that may
occur subsequently.
Opinion letters of Counsel are not binding upon the Commission, nor the
courts, and to the extent that person relying upon this letter may acknowledge
of facts or circumstances which are contrary to those upon which this opinion is
based, then the opinion would not be applicable.
the various statutory provisions and interpretations there under by
administrative authorities in courts having jurisdiction over such matters on
which the foregoing opinion is based, are necessarily subject to change from
time to time. The opinions and conclusions expressed herein are based in part
upon the facts as previously stated which have been provided to me by the
Company.
No opinion is expressed with respect to any federal or state law not
expressly referenced herein. In particular, and without limiting the generality
of the foregoing, no opinion is given with respect to any secondary trading
exemption under the laws of any individual state.
No opinion is expressed with respect to any federal or state statute or
regulation which a broker-dealer trading the Shares, must comply with.
Sincerely,
s/Patrick M. Passenheim
Patrick M. Passenheim
Attorney at Law
98
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Exhibit # 11 to Exhibit 10.1
REVENUE SHARING AGREEMENT
This Agreement is entered into this 20th day of June 1999 ("The Effective Date")
by and between United Casino Corporation, a Nevada Corporation ("UCC") and Malt
Limited, a Cook Islands International Company ("ML") pursuant to the following
recitals.
Whereas ML has a 48% Net Revenue share in an E-Commerce site on the Internet to
be developed in the Cook Islands ("The Site") (see attachment A hereto), and
Whereas ML is desirous of entering into an agreement entitling UCC to one-half
of ML's Net Revenue share in the site to UCC (24% Net Revenue of the Site to
UCC), and Whereas UCC is desirous of providing certain consulting services and
certain other consideration for this 24% Net Revenue interest, and Whereas ML
will use its reasonable efforts to assist UCC in obtaining consulting service
contracts and software sales for UCC on Internet projects.
Now therefore in consideration for the sum of U.S. $10.00 and the mutual
promises and covenants contained in this Agreement and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged UCC
and ML agree as follows.
1) During the term of this agreement ML shall pay quarterly, in arrears, on a
timely basis, to UCC an amount equal to twenty four percent (24%) of the
prior quarters "Quarterly Net Cash Flow" of the Site, as such is defined in
attachment A hereto
2) UCC shall not interfere in any manner with the operation and management of
the Site and shall have no responsibilities or liabilities for the Site
management and operations.
3) UCC shall provide certain technical support services to ML for the Site and
shall issue 30,000,000 (thirty million) restricted shares (pursuant to Rule
144) of the common authorized and unissued common shares of UCC ($0.001 par
value) ("The Shares") to ML on the Effective Date of this Agreement.
4) ML will use all reasonable efforts to assist UCC in obtaining consulting
service contracts and software sales for UCC on Internet projects at no
cost to UCC on terms and conditions as agreed to by UCC.
5) The term of this Agreement shall be for ten years from the Effective Date
hereof unless terminated earlier by an uncured material default under this
Agreement unless such default is waived by the non-breaching party. The
breaching party shall have 20 days to cure a default after notice of same per
notice provisions of this Agreement.
99+
<PAGE>
6) In the event of a material default or anticipatory default by ML in its Net
Revenue Sharing Agreement for the Site, (attachment A hereto) ML shall
immediately (in time for UCC to cure such default should ML be unable or
unwilling to do so) inform UCC per the notice provisions of the Agreement. At
it's sole discretion UCC shall have the ability to cure the default if ML is
unable or unwilling to do so and thereby step into ML's position on the ML
Net Revenue Sharing Agreement for the Site (attachment A hereto).
7) This Agreement shall apply to the Successors and Assigns of the Parties
hereto. UCC covenants and warrants that as of the effective date hereof no
officer, director, shareholder, or affiliate of UCC is an officer, director,
shareholder or affiliate of ML and ML covenants and warrants that as of the
effective date hereof no officer, director, shareholder or affiliate of ML is
an officer, director, shareholder or affiliate of UCC.
8) This Agreement shall be governed by the laws of the Cook Islands and the
parties agree that the High Court of the Cook Islands has an exclusive
jurisdiction in relation to any matters arising under it or touching its
interpretation or enforcement.
9) If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction the
legality, validity and enforceability of such provision under law of any other
jurisdiction and or the remaining provisions of this Agreement shall not be
affected or impaired thereby and any provision which may prove to be or become
so invalid, illegal or unenforceable in whole or part shall so far as
reasonably possible be implemental according to the spirit and purpose of this
Agreement to the extent that such implementation is not illegal, invalid
or unenforceable.
10) This Agreement hereto contains the entire Agreement and understanding
between the parties with respect to its subject matter, supercedes all previous
agreements and undertaking between the parties, and may not be modified except
by written agreement signed by each of the parties.
11) At the request of the other party a party must, at its own expense, execute
the documents and do everything reasonably necessary to give effect to this
Agreement and the transactions contemplated by it.
12) This agreement may be executed in any number of counterparts. Once a
counterpart has been executed by each party each counterpart shall be deemed
to be as valid and binding as if it had been executed by all parties.
13) The parties may execute a counterpart copy of this Agreement by photocopying
a facsimile of this Agreement and executing the photocopy. The transmission by
facsimile of each part of a signed counterpart copy of this Agreement to the
other parties shall be deemed proof of signature of the original and the
signed facsimile so transmitted shall be deemed an original for the purposes of
this Agreement.
14) Any notices sent by either Party pursuant to this Agreement will be sent by
facsimile or other electronic means followed by courier or air cargo addressed
as follows:
Malt Ltd. United Casino Corp.
C/o Clarkes P.C. 17612 Jordan Ave.
Avarua, Rarotonga Irvine, CA 92612
Cook Islands - Attn: B J Gibson United States - Attn: I. Anderson
Agreed to as of the Agreed to as of the
Effective Date hereof: Effective Date hereof:
Malt Limited United Casino Corporation
By: s/BJ Gibson, Directserv Limited By I. Anderson, Vice President
as director by its
duly authorized nominee
(Bret John Gibson)
Malt Limited
The
Common
Seal
of
witnessed by: Witnessed by: s/R.Haley
100
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Exhibit #11 to Exhibit 10.1 Support Agreement
REVENUE SHARING AGREEMENT
This Agreement is entered into this 18 day of June, 1999 ("The Effective Date")
BETWEEN CSP Limited, a company duly incorporated in the Cook Islands pursuant
to the International Companies Act 1981-82 (hereinafter referred to as "CSP").
AND
Malt Limited, a company duly incorporated in the Cook Islands pursuant to the
International Companies Act 1981-82 (hereinafter referred to as "ML").
RECITALS
A) Whereas CSP has the necessary infrastructure to develop an Internet
e-commerce site in the Cook Islands and
B) Whereas CSP requires certain technical assistance and loans to develop
the site. And
C) Whereas ML believes it has or can obtain through third parties the
required technical assistance and loans. And
D) Whereas CSP and ML desire to enter into this Agreement pursuant to the
terms and conditions contained herein.
Now therefore for the sum of $10 and other good and valuable considerations, the
receipt and sufficiency of which is hereby acknowledged by the parties to this
Agreement, the parties agree as follows.
1) SERVICES
During the Term of this Agreement, ML shall provide technical support
services to CSP in connection with the design, development, and installation and
implements of the Site. All management and operations of the Site shall be
the sole responsibility of CSP.
2) LOANS
ML shall provide through itself or others loans to CSP for the site not to
exceed a total of Two Hundred and Fifty Thousand Dollars or $50,000 in any
calendar month (The "Loans") The Loans shall bear interest at the rate of 8%
(eight percent) per annum and shall be repaid together with all interest due
thereon from 75% of the Pre-Loan Net Cash Flow from the Site (Pre-Loan Net Cash
Flow from the site to be calculated as defined in paragraph 3 of the Agreement
without deduction of interest and principal on the Loans).
3) PAYMENTS
During the term of this Agreement, CSP shall pay quarterly in arrears on a
timely basis to ML an amount equal to forty eight percent (48%) of the prior
quarters "Quarterly Net Cash Flow". Quarterly Net Cash Flow of the Site is
defined as quarterly gross receipts (all revenues of any kind resulting from
operations of the Site) less: i) All quarterly operating expenses of the Site
(all expenditures necessary or proper for the maintenance, operation and repair
of the Site, including, without intending any limitation, costs of goods,
services, prizes, employee wages, taxes relating to employee wages, advertising,
promotion, auto and travel expense bad debt expense, office expense, printing,
supplies, utilities, rent, insurance, maintenance, consulting expenses, legal
services, costs of regulation, accounting, depreciation of machinery and
equipment, miscellaneous and other expenses); ii) Interest payments on, and
repayment of, the Loans; iii) Amounts held by CSP for future anticipated
prizes to be awarded from the site.
101
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REVENUE SHARING AGREEMENT - EFFECTIVE DATE JUNE 18, 1999
If the Quarterly Net Cash Flow is a loss in any Quarter, such loss shall be
carried forward to successive quarters and included as a deduction in the
calculation of that quarters quarterly Net Cash flow.
4) TERM
The term of this Agreement shall be for a period of ten years from the
Effective Date of this Agreement unless terminated earlier due to an uncured
material default under this Agreement unless such default is waved by the
non-breaching party. The breaching party shall have 20 days to cure a material
default after notice of such default unless such default is waived by the
non-breaching party.
5) SUCCESSORS
This Agreement shall apply to the Successors and Assigns of the Parties
Hereto.
6) GOVERNING LAW
This Agreement shall be governed by the laws of the Cook Islands and the
parties agree that the High Court of the Cook Islands has an exclusive
jurisdiction in relation to any matters arising under it or touching its
interpretation or enforcement.
7) SEVERABILITY
If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction the
legality, validity and enforceability of such provision under law of any other
jurisdiction and or the remaining provisions of this Agreement shall not be
affected or impaired thereby and any provision which may prove to be or become
so invalid, illegal or unenforceable in whole or part shall so far as reasonably
possible be implemental according to the spirit and purpose of this Agreement to
the extent that such implementation is not illegal, invalid or unenforceable.
8) ENTIRE AGREEMENT
This Agreement hereto contains the entire Agreement and understanding
between the parties with respect to its subject matter, supercedes all
previous agreements and undertaking between the parties, and may not be modified
except by written agreement signed by each of the parties.
9) FURTHER ASSURANCES
At the request of the other party a party must, at its own expense, execute
the documents and do everything reasonably necessary to give effect to this
Agreement and the transactions contemplated by it.
10) COUNTERPARTS
This agreement may be executed in any number of counterparts. Once a
counterpart has been executed by each party each counterpart shall be deemed to
be as valid and binding as if it had been executed by all parties.
11) FACSIMILE EXECUTION
The parties may execute a counterpart copy of this Agreement by
photocopying a facsimile of this Agreement and executing the photocopy. The
transmission by facsimile of each part of a signed counterpart copy of this
Agreement to the other parties shall be deemed proof of signature of the
original and the signed facsimile so transmitted shall be deemed an original
for the purposes of this Agreement.
12) NOTICES
Notices sent by either Party pursuant to this Agreement will be sent by
facsimile or other electronic means followed by courier or air cargo addressed
as follows:
Malt Ltd. Malt Limited CSP Ltd. CSP Limited
C/o Clarkes P.C. The PO Box 59 the
Avarua, Rarotonga Common Seal Avarua, Rarotonga Common Seal
Cook Islands - Attn: B J Gibson of Cook Islands of
Agreed to as of the Agreed to as of the
effective date of: effective date of:
MALT Ltd. CSP Ltd.
By: s/Directserv Limited as director By:s/On behalf of directcorp Ltd.
by its duly authorized by RSummers
Nominee (Bret John Gibson) Authorised signatory
2
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Exhibit #12 to Exhibit 10.1
Documentation evidencing completion of reverse stock split
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 02 1999
NO. 039-52
S/DEAN HELLER
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE PURSUANT TO SECTION 78.207 OF ATEH NEVADA REVISED
STATUTES FOR UNITED CASINO CORPORATION
Pursuant to the provision of section 78.207 of Nevada Revised Statutes the
following certificate is hereby submitted by United Casino Corporation a Nevada
Corporation (the "Corporation").
(1) On the 25th of October, 1999, the directors and shareholders of the
Corporation approved the proposal whereby
(i) The Company's authorized capital of 50,000,000 shares of common stock
par value $0.0001 per share and 20,000,000 shares of preferred stock, par
value 40.001 per share will remain unchanged.
(ii)The issued and outstanding shares of the Corporation's common stock par
value $0.001 per share, being 49,853,285 shares to be reverse split on the
basis of (1) one new share of common stock for each (50) fifty shares of
outstanding common stock.
(2) The Corporation has requested a new CUSIP number for its common stock to
reflect the reverse split.
(3) Therefore effective on the date of filing of this certificate with the
Nevada secretary of State the 49,853,285 shares of the Corporation's common
stock currently issued and outstanding shall be reverse split on a one (1) share
for fifty (50) share basis resulting in a total of 997,066 shares of the $0.001
par value common stock bearing the new CUSIP number to be issued and
outstanding.
Dated the 25th day of October, 1999
United Casino Corporation\
By: N. Wright
----------
Its President
By: Ian Anderson
-------------
Its Secretary
103
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Exhibit 10.2
PROMISSORY NOTE
In connection with its purchase of 10,000,000 restricted shares of United Casino
Corporation, BFI Ltd., a Cook Islands International Company, promises to pay
to the order of United Casino Corporation, a Nevada company, the sum of Two
Hundred Thousand U.S. Dollars (US$200,000.00) on or before August 14, 2000,
together with simple interest calculated at five percent (5%) per annum.
Signed February 12, 2000 at Rarotonga, Cook Islands
BFI Ltd.
FOR AND ON BEHALF OF DIRECTCORP LIMITED
S/ RSUMMERS
AUTHORISED SIGNATORY
By:_____________________________
104
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Attachment to Exhibit 10.2
INVESTMENT LETTER
The undersigned hereby represents to United Casino Corporation (the "Company")
that (1) the shares of the Company's $.001 par value common stock (the
"Securities") which are being acquired by the undersigned are being acquired for
his own account and for investment and not with a view to the public resale or
distribution thereof; (2) the undersigned will not sell, transfer, or otherwise
dispose of the securities except in compliance with the Securities Act of 1933,
as amended (the "Act"); (3) the undersigned is aware that the Securities are
"Restricted securities" as that term is defined in rule 144 of the General Rules
and Regulations under the Act; and (4) there are no affiliate relationships
between its officers, directors or shareholders and those of the Company.
The undersigned further acknowledges that the undersigned has had an opportunity
to ask questions of and receive answers from duly designated representatives of
the Company concerning the terms and conditions pursuant to which the Securities
are being offered. The undersigned acknowledges that an opportunity has been
afforded for the undersigned to examine such documents and other information
which he has requested for the purpose of verifying the information given him.
The undersigned further acknowledges that he is fully aware of the applicable
limitations on the resale of the Securities. These restrictions, for the most
part, are set forth in Rule 144. The Rule permits sales of "Restricted
Securities" upon compliance with the requirements of such Rule. If the Rule is
available to the undersigned, the undersigned may make only routine sales of
Securities, in limited amounts, in accordance with the terms and conditions of
that rule.
The undersigned is capable of bearing the economic risks of an investment in the
Securities. The undersigned understands the speculative nature of the
Securities and the possibility of a total loss of the investment.
The present financial condition is such that the undersigned is under no present
or contemplated future need to dispose of any portion of the Securities to
satisfy any existing or contemplated undertaking, need, or indebtedness.
Any and all certificates representing the securities, and any and all Securities
issued in replacement thereof or in exchange therefore, shall bear an investment
legend which the undersigned understands.
Read and Agreed to this 10th day of February, 2000 at Rarotonga, Cook Islands.
BFI Limited
FOR AND ON BEHALF OF DIRECTCORP LIMITED
S/ RSUMMERS
AUTHORISED SIGNATORY
By:_________________________
105
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UNITED CASINO CORPORATION
2000 STOCK OPTION PLAN
ARTICLE I
Purpose of the Plan
The purpose of this Plan is to encourage and enable directors, employees,
consultants and others who are in a position to make significant contributions
to the success of United Casino Corporation and any of its affiliated
corporations upon whose judgment, initiative and efforts the Corporation depends
for the successful conduct of its business, to acquire a closer identification
of their interests with those of the Corporation by providing them with
opportunities to purchase stock in the Corporation pursuant to options granted
hereunder, thereby stimulating their efforts on behalf of the Corporation and
strengthening their desire to remain involved with the Corporation.
ARTICLE II
Definitions
2.1 "Affiliated Corporation" means any stock corporation of which a majority of
the voting common or capital stock is owned directly or indirectly by the
Corporation.
2.2 "Award" means an Option granted under Article V.
2.3 "Board" means the Board of Directors of the Corporation and "Director"
means a member of the Board of Directors.
2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
2.5 "Corporation" means United Casino Corporation, a Nevada corporation, or
its successor.
2.6 "Employee" means any person who is a regular full-time or part-time
employee of the Corporation or an Affiliated Corporation on or after January 1,
2000.
2.7 "Option" means an Incentive Stock Option or Non-Qualified Option granted by
the Board under Article V of this Plan in the form of a right to purchase Stock
evidenced by an instrument containing such provisions as the Board may
establish.
2.8 "Plan" means this 2000 Stock Option Plan.
2.9 "Participant" means a person who is to receive an award under the plan.
2.10 "Reporting Person" means a person subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or any successor provision.
2.11 "Incentive Stock Option" ("ISO") means an option which qualifies as an
incentive stock option as defined in Section 422A of the Code, as amended.
2.12 Non-Qualified Option" means any option not intended to qualify as an
Incentive Stock Option.
2.13 "Stock" means the Common Stock, par value $0.001, of the Corporation or any
successor, including any adjustments in the event of changes in capital
structure of the type described in Article IX.
ARTICLE III
Administration of the Plan
3.1 Administration by Board. This plan shall be administered by the Board of
Directors of the Corporation. The Board may, from time to time, delegate any of
its functions under this plan to one or more Committees. All references in this
Plan to the Board shall also include the Committee or Committees, if one or more
have been appointed by the Board. From time to time the Board may increase the
size of the Committee or committees and appoint additional members thereto,
remove members (with or without cause) and appoint new members in substitution
therefore, fill vacancies however, caused, or remove all members of the
committee or committees and thereafter directly administer the Plan. No member
of the Board or a committee shall be liable for any action or determination made
in good faith with respect to the Plan or any options granted hereunder.
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If a Committee is appointed by the Board, a majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of Committee members. Upon the registration of the
Stock under the Securities Exchange Act of 1934, the Board shall delegate the
power to select officers to receive Awards under the Plan, and the timing,
pricing and amount of such Awards to a Committee, all members of which shall be
"disinterested persons" within the meaning of Rule 16b-3 under the Act.
3.2 Powers. The Board of Directors and/or any committee appointed by the Board
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Corporation. This authority includes, but is not limited to:
(a) The power to grant Awards conditionally or unconditionally,
(b) The power to prescribe the form or forms of the instruments evidencing
Awards granted under this Plan,
(c) The power to interpret the Plan,
(d) The power to provide regulations for the operation of the incentive
features of the Plan, and otherwise to prescribe and rescind regulations for
interpretation, management and administration of the Plan,
(e) The power to delegate responsibility for Plan operation, management and
administration on such terms, consistent with the Plan, as the Board may
establish,
(f) The power to delegate to other persons the responsibility of performing
ministerial acts in furtherance of the Plan's purpose, and
(g) the Power to engage the services of persons, companies, or organizations in
furtherance of the Plan's purposes, including but not limited to, banks,
insurance companies, brokerage firms and consultants.
3.3 Additional powers. In addition, as to each Option to buy Stock of the
Corporation, the Board shall have full and final authority n its discretion:
(a) to determine the number of shares of Stock subject to each Option;
(b) to determine the time or times at which Options will be granted;
(c) to determine the option price of the shares of Stock subject to each
Option, which price shall be not less than the minimum price specified in
Article V of the Plan;
(d) to determine the time or times when each Option shall become exercisable
and the duration of the exercise period (including the acceleration of any
exercise period), which shall not exceed the maximum period specified in Article
V; and
(e) to determine whether each Option granted shall be an Incentive Stock
Option or a Non-Qualified Option.
In no event may the Company grant an Employee any Incentive Stock Option that is
first exercisable during any one calendar year to the extent the aggregate fair
market value of the Stock (determined at the time the options are granted)
exceeds $100,000 (under all stock option plans of the Corporation and any
Affiliated Corporation); provided, however, that this paragraph shall have no
force and effect if its inclusion in the Plan is not necessary for Incentive
Stock Options issued under the Plan to qualify as such pursuant o Section
422A(d)(1) of the Code.
ARTICLE IV
Eligibility
4.1 Eligible Employees. All Employees (including Directors who are Employees)
are eligible to be granted Incentive Stock Option and Non-Qualified Option
Awards under this Plan.
4.2 Consultants, Directors and other Non-Employees. Any Consultant, Director
(whether or not an Employee) and any other Non-Employee is eligible to be
granted Non-Qualified Option Awards under the Plan.
4.3 Relevant Factors. In selecting individual Employees, Consultants, Directors
and other Non-Employees to whom Awards shall be granted, the Board shall weigh
such factors as are relevant to accomplish the purpose of the Plan as stated in
Article I. An individual who has been granted and Award may be granted one or
more additional Awards, if the Board so determines. The granting of an Award to
any individual shall neither entitle that individual to, or disqualify him from,
participation in any other grant of Awards.
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ARTICLE V
Stock Option Awards
5.1 Number of Shares. Subject to the provisions of Article IX of this Plan, the
aggregate number of shares of Stock for which Options may be granted under this
Plan shall not exceed 2,000,000 shares. The shares to be delivered upon
exercise of Options under this Plan shall be made available, at the discretion
of the Board, either from authorized but unissued shares or from previously
issued and reacquired shares of Stock held by the Corporation as treasury shares
including shares purchased in the open market.
Stock issuable upon exercise of an Option granted under the Plan may be subject
to such restrictions on transfer, repurchase rights or other restrictions as
shall be determined by the Board of Directors.
5.2 Effect of Expiration, Termination or Surrender. If an Option under this
Plan shall expire or terminate unexercised as to any shares covered thereby, or
shall cease for any reason to be exercisable in whole or in part, or if the
Company shall reacquire any unvested shares issued pursuant to Options under the
Plan, such shares shall thereafter be available for the granting of other
Options under this Plan.
5.3 Term of Options. The full term of each Option granted hereunder shall be
for such period as the Board shall determine. In the case of Incentive Stock
Options granted hereunder, the term shall not exceed ten (10) years from the
date of granting thereof. Each Option shall be subject to earlier termination
as provided in Sections 6.3 and 6.4. Notwithstanding the foregoing, options
intended to qualify as "Incentive Stock Options" may not be granted to any
employee who at the time such option is granted owns more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company unless
such option is not exercisable after the expiration of five (5) years from the
date such option is granted.
5.4 Option Price. The Option price shall be determined by the Board at the time
any Option is granted. In the case of Incentive Stock Options, the exercise
price shall not be less than 100% of the fair market value of the shares covered
thereby at the time the Incentive Stock Option is granted (but in no event less
than par value), provided that no Incentive Stock Option shall be granted
hereunder to any Employee if at the time of grant the Employee, directly or
indirectly, owns Stock possessing more than 10% of the combined voting power of
all classes of stock of the Corporation and its Affiliated Corporations unless
the Incentive Stock Option price equals not less than 110% of the fair market
value of the shares covered thereby at the time the Incentive Stock Option is
granted. In the case of Non-Qualified Stock Options, the exercise price shall
be any price which may be less than the fair market value of the stock at the
time the Non-Qualified Stock Option is granted.
5.5 Fair Market Value. If, at the time an Option is granted under the Plan, the
Corporation's Stock is publicly traded, "fair market value" shall be determined
as of the last business day for which the prices or quotes discussed in this
sentence are available prior to the date such Option is granted and shall mean
(i) the average (on that date) of the high and low prices of the Stock on the
principal national securities exchange on which the Stock is traded, if the
Stock is then traded on a national securities exchange; r (ii) the last
reported sale price (on that date) of the Stock on the NASDAQ National Market
List, if the Stock is not then traded on a national securities exchange; or
(iii) the closing bid price (or average of bid prices) last quoted (on that
date) by an established quotation service for over-the-counter securities, if
the Stock is not reported on the NASDAQ National Market List. However, if the
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall be deemed to be the fair value of the Stock as
determined by the Board after taking into consideration all factors which it
deems appropriate, including, without limitation, recent sale and offer prices
of the Stock in private transactions negotiated at arm's length.
5.6 Non-Transferability of Options. No Option granted under this Plan shall be
transferable by the grantee otherwise than by will or the laws of descent and
distribution, and such Option may be exercised during the grantee's lifetime
only by the grantee.
5.7 Foreign Nationals. Awards may be granted to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or comply with applicable laws.
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ARTICLE VI
Exercise of Option
6.1 Exercise. Each Option granted under this Plan shall be exercisable on such
date or dates and during such period and for such number of shares as shall be
determined pursuant to the provisions of the instrument evidencing such Option.
The Board shall have the right to accelerate the date of exercise of any option,
provided that, the Board shall not accelerate the exercise date of any Incentive
stock Option granted if such acceleration would violate the annual vesting
limitation contained in Section 422A(d)(1) of the Code.
6.2 Notice of Exercise. A person electing to exercise an Option shall give
written notice to the Corporation of such election and of the number of shares
he or she has elected to purchase and shall at the time of exercise under the
full purchase price of the shares he or she has elected to purchase. The
purchase price can be paid partly or completely in shares of the Corporation's
Stock valued at Fair Market Value as defined in Section 5.5. hereof, or by any
such other lawful currency.
6.3 Cessation of Employment. If the optionee shall cease to be an Employee for
any reason other than death, such Option shall thereafter be exercisable only to
the extent of the purchase rights, if any, which have accrued as of the date of
such cessation; provided that (i) the Board may provide in the instrument
evidencing any Option that the Board may in its absolute discretion, upon any
such cessation of employment, determine (but be under no obligation to
determine) that such accrued purchase rights shall be deemed to include
additional shares covered by such Option; and (ii) unless the Board shall
otherwise price in the instrument evidencing any Option, upon any such cessation
of employment, such remaining rights to purchase shall in any event terminate
upon the earlier of (A) the expiration of the original term of the Option; or
(B) where such cessation of employment is on account of disability, the
expiration of one year from the date of such cessation of employment and,
otherwise, the expiration of three months from such date. For purposes of the
Plan, the term "disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code.
6.4 Death of Options. Should an optionee die while in possession of the legal
right to exercise an Option or Options under this Plan, such persons as shall
have acquired, by will or by the laws of descent and distribution, the right to
exercise any options theretofore granted, may, unless otherwise provided by the
Board in any instrument evidencing any Option, exercise such Options at any time
prior to one year from the date of death; provided, that such Option or Options
shall expire in all events no later than the last day of the original term of
such Option; provided, further,
that any such exercise shall be limited to the purchase rights which have
accrued as of the date when the optionee ceased to be an Employee, whether by
death or otherwise, unless the Board provides in the instrument evidencing such
Option that, in the discretion of the Board, additional shares covered by such
Option may become subject to purchase immediately upon the death of the
optionee.
ARTICLE VII
Terms and Conditions of Options
Options shall be evidenced by instruments (which need not be identical) in such
forms as the Board may from time to time approve. Such instruments shall conform
to the terms and conditions set forth in Articles 5 and 6 thereof and may
contain such other provisions as the Board deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable upon exercise of Options. In granting any Non-Qualified Option, the
Board may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to Incentive Stock Options, or to
such other termination and cancellation provisions as the Board may determine.
The Board may from time to time confer authority and responsibility on one or
more of its own members and/or one or more officers of the Corporation to
execute and deliver such instruments. The proper officers of the Corporation
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the term of such instruments.
ARTICLE VIII
Benefit Plans
Awards under the Plan are discretionary and are not a part of regular salary.
Awards may not be used in determining the amount of compensation for any purpose
under the benefit plans of the Corporation, or an Affiliated Corporation, except
as the Board may from time to time expressly provide. Neither the Plan, an
Option or any instrument evidencing an Option confers upon any Employee the
right to continued employment with the Corporation or an Affiliated Corporation.
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ARTICLE IX
Amendment, Suspension or Termination of the Plan
The Board may suspend the Plan or any part thereof at any time or may terminate
the Plan in its entirety. Awards shall not be granted after Plan termination.
The Board may also amend the Plan from time to time, except that amendments
which affect the following subjects must be approved by stockholders of the
Corporation:
(a) Except as provided in Article X relative to capital changes, the number of
shares as to which Options may be granted pursuant to Article V;
(b) The maximum term of Options granted;
(c) The minimum price at which Options may be granted;
(d) The term of the Plan; and
(e) The requirements as to eligibility for participation in the Plan. Awards
granted prior to suspension or termination of the Plan may not be cancelled
solely because of such suspension or termination, except with the consent of the
grantee of the Award.
ARTICLE X
Changes in Capital Structure
The instruments evidencing Options granted hereunder shall be subject to
adjustment in the event of changes in the outstanding Stock of the Corporation
by reason of Stock dividends, Stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other relevant changes in
capitalization occurring after the date of an Award to the same extend as would
affect an actual share of Stock issued and outstanding on the effective date of
such change. Such adjustment to outstanding Options shall be made without
change in the total price applicable to the unexercised portion of such options,
and a corresponding adjustment in the applicable option price per share shall be
made. In the event of any such change, the aggregate number and classes of
shares for which Options may thereafter be granted under Section 5.1 of this
Plan may be appropriately adjusted as determined by the Board so as to reflect
such change.
Notwithstanding the foregoing, any adjustments made pursuant to this Article X
with respect to Incentive Stock Options shall be made only after the Board,
after consulting with counsel for the Corporation, determines whether such
adjustments would constitute a "modification" of such Incentive Stock Options
(as that term is defined in Section 425 of the Code) or would cause any adverse
tax consequences for the holders of such Incentive Stock Options. If the Board
determines that such adjustments made with respect to Incentive Stock Options
would constitute a modification of such Incentive Stock Options, it may refrain
from making such adjustments.
In the event of the proposed dissolution or liquidation of the Corporation, each
Option will terminate immediately prior to the consummation of such proposed
action or at such other time and subject to such other conditions as shall be
determined by the Board.
Except as expressly provided herein, no issuance by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to Options. No adjustments shall be made
for dividends paid in cash or in property other than securities of the
Corporation.
No fractional shares shall be issued under the Plan and the optionee shall
receive from the Corporation cash in lieu of such fractional shares.
ARTICLE XI
Effective Date and Term of the Plan
The Plan shall become effective on March 1, 2000. The Plan shall continue until
such time as it may be terminated by action of the Board; provided, however,
that no Options may be granted under this plan on or after the tenth anniversary
of the effective date hereof.
ARTICLE XII
Conversion of ISO's into Non-Qualified Options
The Board, at the written request of any optionee, may in its discretion take
such actions as may be necessary to convert such optionee's Incentive Stock
Options, that have not been exercised on the date of conversion, into
Non-Qualified Options at any time prior to the expiration of such Incentive
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Stock Options, regardless of whether the optionee is an employee of the
Corporation or an Affiliated Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of such Options. At the time of such conversion,
the Board (with the consent of the optionee) may impose such conditions on the
exercise of the resulting Non-Qualified Options as the Board in its discretion
may determine, provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any optionee the right to
have such optionee's Incentive Stock Options converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Board takes
appropriate action. The Board, with the consent of the optionee, may also
terminate any portion of any Incentive Stock Option that has not been exercised
at the time of such termination.
ARTICLE XIII
Application of Funds
The proceeds received by the Corporation from the sale of shares pursuant to
Options granted under the Plan shall be used for general corporate purposes.
ARTICLE XIV
Governmental Regulation
The Corporation's obligation to sell and deliver shares of Stock under this Plan
is subject to the approval of any governmental authority required in connection
with the authorization, issuance or sale of such shares.
ARTICLE XV
Withholding of Additional Income Taxes
Upon the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in Article XVI) the Corporation, in accordance with
Section 3402 (a) of the Code, may require the optionee to pay additional
withholding taxes in respect of the amount that is considered compensation
includible in such person's gross income. The Board in its discretion may
condition the exercise of an Option on the payment of such additional
withholding taxes.
ARTICLE XVI
Notice to Company of Disqualifying Disposition
Each employee who receives an incentive Stock Option must agree to notify the
Corporation in writing immediately after the employee makes a Disqualifying
Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock
Option. A Disqualifying Disposition is any disposition (including any sale) of
such Stock before the later of (a) two years after the date the employee was
granted the Incentive Stock Option or (b) one year after the date the employee
acquired Stock by exercising the incentive Stock Option. If the employee has
died before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.
ARTICLE XVII
Governing Law; Construction
The validity and construction of the Plan and the instruments evidencing Options
shall be governed by the laws of the State of Nevada. In construing this Plan,
the singular shall include the plural and the masculine gender shall include the
feminine and neuter, unless the context otherwise requires.
ARTICLE XVIII
Reporting Person limitations
To the extent required to qualify for the exemption provided by rule 16b-3 under
the Securities Exchange Act of 1934, and any successor provision, at least six
months must lapse from the date of acquisition of an Option by a Reporting
Person to the date of disposition of such Option (other than upon exercise) or
its underlying Common Stock.
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