U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: March 31, 2000
Commission File Number: 0-29987
UNITED CASINO CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada 88-0106514
------ ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
17612 Jordan Ave., No. 1A
Irvine, California
(Address of principal executive offices)
92612
(Zip Code)
(949) 559-6955
(Issuer's Telephone Number)
--------------------------------------------------
(Former name, former address and former fiscal year,
if changed last report)
Check whether the issuer (1) filed all reports required to be filed by
Section13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:
Yes [X] No [ ].
--- ---
The number of shares of the registrant's only class of common stock issued and
outstanding, as of March 31, 2000, was 12,999,368 shares.
1
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PART I
ITEM 1. FINANCIAL STATEMENTS.
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UNITED CASINO CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
March 31, 2000
(Unaudited)
ASSETS
------
March 31,2000
---------------
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CURRENT ASSETS
Cash $ 72,903
Notes Receivable 200,000
-------------
Total Current Assets 272,903
PROPERTY AND EQUIPMENT
Fixed Assets (Net of depreciation of
$1,697) 15,512
-------------
Total Property and Equipment 15,512
OTHER ASSETS
Advances 15,674
Receivable (Net of allowance for
doubtful account $160,937) 0
Software for Licensing 242,907
-------------
Total Assets $ 546,996
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 6,574
-------------
Total current Liabilities 6,574
STOCKHOLDERS' EQUITY
Common Stock (50,000,000 shares authorized
and 12,999,368 issued and outstanding)
(see Note 3) 12,999
Additional Paid-in Capital 1,005,480
Retained Deficit - accumulated during
Development Stage (478,057)
-------------
Total Stockholders' Equity 540,422
------------
Total Liabilities and
Stockholders' Equity $ 546,996
=========
See Accompanying Notes
2
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UNITED CASINO CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF INCOME
For the Wuarters ended March 31, 1999, and 2000
and
Inception through March 31, 2000
(Unaudited)
Inception thru
March 31, 2000 March 31, 1999 March 31, 2000
<S> <C> <C> <C>
----------- ---------- ----------
REVENUES
Consulting Fees $ $ $ 544,894
Interest Income 3,764
---------- ---------- ----------
Total Revenues 548,658
EXPENSES
General and Administrative 18,750 6,742 643,032
Allowance for Uncollectable Debt 0 0 160,937
Depreciation and Amortization 674 0 38,217
---------- ---------- ----------
Total Expenses 19,424 6,742 842,186
Income (Loss) from activities of
NetBet, Inc. 0 (118,250)
Loss on sale of NetBet Stock 0 0 (66,278)
---------- ---------- ----------
Net Income (Loss) ($19,424) ($6,742) ($478,056)
=========== ============ ==========
Loss per Common Share, basic and diluted ($0.003) ($0.022) ($0.731)
=========== ============ ==========
Weighted Average number of Common
Shares outstanding, basic and diluted
adjusted for 1/50 reverse split in 1999 6,491,571 307,066 654,296
=========== =========== ===========
See Accompanying Notes
3
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UNITED CASINO CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Quarter ended March 31, 2000
and
Inception through March 31, 2000
March 31, 2000 Inception thru
<S> <C> <C>
March 31, 2000
OPERATING ACTIVITIES -------------- --------------
- ----------------------------------
Net Loss ($19,425) ($478,057)
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization 674 14,672
Changes in operating assets and liabilities:
Decrease (increase) in Notes Receivable (200,000) (200,000)
Decrease (increase) in Deferred
Offering Costs 15,550 0
Increase (decrease) in Accounts Payable (21,010) 6,573
(Increase) decrease in Advances (15,674) (15,674)
---------- ----------
Net cash provided by Operating Activities (239,885) (672,486)
INVESTMENT ACTIVAITIES
- --------------------------------------
Decrease (increase) in Property and
Equipment (800) (34,707)
(Decrease (increase) in Software for
License (120,320) (242,907)
Decrease (increase) in Organization Costs (1,190)
---------- ----------
Net cash (used) by Investment activities (121,120) (278,804)
FINANCING ACTIVITIES
- ---------------------------------
Disposal of Computer Equip 5,714
Increase (decrease) in Common Stock 430,450 1,018,479
---------- ----------
Net cash provided by Financing Activities 430,450 1,024,193
---------- ----------
Increase (decrease) in Cash 69,445 72,903
Cash at Beginning of Period 3,458 0
---------- ----------
Cash at End of Period $ 72,903 $ 72,903
========== ==========
See Accompany Notes
4
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UNITED CASINO CORPORATION
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
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, and continues to concentrate
on Internet related activities through the development of software for Internet
activities and the development of Internet sites to expand its e-commerce
exposure.
In November of 1999 the Registrant effected a 50/1 reverse split of its
issued and outstanding common stock, and in February and March, 2000 sold
12,000,000 shares of its stock in two transactions for cash and software
consulting services.
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 this fiscal year.
c. Income Taxes
The Company utilizes the asset and liability method of accounting for income
taxes as set forth in FASB Statement No. 109, "Accounting for Income Taxes."
Under the asset and liability method, deferred taxes are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
3. COMMON STOCK
- -----------------------------
The Company effected a reverse split of its common stock $0.001 par value
on November 2, 1999 on the basis of one share of common stock $0.001 par value
(identified by its new CUSIP number) 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 March 31, 2000, there were 12,997,066 common shares and no
preferred shares outstanding.
4. PROVISION FOR INCOME TAXES
- ------------------------------------------------
Since the Company has generated no accounting taxable income which would
require a tax provision, and due to the uncertainty as to the timing of the
realization of tax benefits from accumulated losses, no tax credit is being
claimed at this time.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and notes thereto included herein.
The Company generated no revenues during the three month period ended March
31, 2000.
Forward Looking Statements
In connection with, and because it desires to take advantage of, the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other statement
made by, or on the behalf of the Company, whether or not in future filings with
the Securities and Exchange Commission. Forward looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward
looking statements are necessarily based upon estimates and assumptions that are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which, with respect to future business decisions, are subject to
change. These uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those expressed in any
forward looking statements made by, or on behalf of, the Company. The Company
disclaims any obligation to update forward looking statements.
Plan of Operation
The Registrant plans to continue development of its software applicable to niche
e-commerce Internet applications for licensing and to intensify its marketing
efforts for already developed software during the next 12-month period.
The Registrant is utilizing the proceeds of its sale of Registrant's securities
in February and March, 2000 to fund its operation, including the software
planned to be developed over the next twelve months. 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.
6
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES
a) NONE
b) NONE
c)
The Table below summarizes the information required for all the sales of
unregistered securities by Registrant for the reporting period (January 1,
through .March 31, 2000.
DATE SHARES (POST BASIC RULES SHAREHOLDER CONSIDERATION
NOVEMBER,1999 RELIED UPON FOR NAME OR OTHER THAN
STOCK SPLIT) EXEMPTION FROM CLASS CASH
REGISTRATION
======== ========== =============== ========== ==========
Reg S & Section $100,000
2-2000 10,000,000 4(2) of the Act BFI Ltd. Consulting
Services &
$200,000
Promissory
Note
________ __________ _______________ __________ __________
a) Reg D Section Sales made Cash $150,000
3-2000 2,000,000 504 in Nevada, Gross Proceeds
b) Nevada Revised to four Net Proceeds
Statues unaccredited $147,000
90.490 investors
________ _________ _______________ __________ __________
d) None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -NONE
ITEM 5. OTHER INFORMATION - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K - NONE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED CASINO CORPORATION
Date: May, 11 2000 By:/S/IAN ANDERSON
----------------
IAN ANDERSON, CORP. SECRETARY
7
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MOTORVAC TECHNOLOGIES,INC. FOR THE QUARTER
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-07-2000
<PERIOD-END> MAR-31-2000
<CASH> 72,903
<SECURITIES> 0
<RECEIVABLES> 200,000
<ALLOWANCES> 160,937
<INVENTORY> 0
<CURRENT-ASSETS> 272,903
<PP&E> 15,512
<DEPRECIATION> 1,697
<TOTAL-ASSETS> 546,996
<CURRENT-LIABILITIES> 6,574
<BONDS> 0
0
0
<COMMON> 12,999
<OTHER-SE> 527,423
<TOTAL-LIABILITY-AND-EQUITY> 546,996
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,750
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> -19,424
<INCOME-TAX> 0
<INCOME-CONTINUING> -19,424
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> -19,424
<EPS-BASIC> -0.0030
<EPS-DILUTED> -0.0030
8
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