UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. ___)
SCHEDULE 14C
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
UNITED CASINO CORPORATION
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies:______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):____________
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:______________________
______________________________________________________________________
(5) Total fee paid:_______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:_______________________________________________
(2) Form, Schedule or Registration Statement No.:_________________________
(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
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UNITED CASINO CORPORATION
a Nevada corporation
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS THAT A WRITTEN CONSENT OF A
MAJORITY OF SHAREHOLDERS (THE "ACTION") OF UNITED CASINO CORPORATION (THE
"COMPANY") WILL BECOME EFFECTIVE ON July 17, 2000, at 10:00 A.M. at Tingle and
Associates, 639 5th Ave. SW, Suite 1250, Calgary, Alberta, Canada T2P0M9.
1) To approve proposed amendments to the Articles of Incorporation of the
Company, to: i) change the name of the Company from UNITED CASINO CORPORATION to
UNITED TRADING.COM; and ii) change the number of directors authorized from the
current "3", to be "1 to 9."
2) To elect three persons to the Company's Board of Directors to serve until the
next annual general meeting of shareholders and until their respective
successors are elected and qualify.
3) To appoint William E. Costello, CPA to be the Company's Auditor.
The Nevada General Corporation Law does not provide for dissenters' rights for
the items being voted upon at this meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/S/ Norman Wright
--------------------------------
Norman Wright, President
June 26, 2000
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UNITED CASINO CORPORATION
17612 Jordan Ave., #1A
Irvine, California 92612
INFORMATION STATEMENT FOR SHAREHOLDERS
The Board of Directors of UNITED CASINO CORPORATION, a Nevada corporation (the
"Company") is furnishing this INFORMATION STATEMENT to shareholders in
connection with the effectiveness of a consent of a Majority Action of
Shareholders of the Company to become effective on July 17, 2000, related to
approving two amendments to the Articles of Incorporation of the Company,
electing three persons to the Company's Board of Directors, and the Appointment
of William E. Costello, CPA as the Company's Auditor.
This Information Statement is first being mailed to shareholders on or about
June 26, 2000.
TABLE OF CONTENTS
Page
----
GENERAL INFORMATION 4
OUTSTANDING SHARES AND VOTING RIGHTS 4
APPROVAL OF THE NAME CHANGE 4
APPROVAL OF CHANGE IN NUMBER OF DIRECTORS 4
ELECTION OF NEW DIRECTORS 4
RECORD DATE 4
EXPENSES OF INFORMATION STATEMENT 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 5
CHANGE IN CONTROL 5
AMENDMENTS TO ARTICLES OF INCORPORATION 5
THE AMENDMENTS 5
ELECTION OF DIRECTORS 5
INFORMATION CONCERNING NOMINEES 6
COMMITTEES OF THE BOARD OF DIRECTORS 6
BOARD OF DIRECTORS' MEETINGS 6
DIRECTOR COMPENSATION 6
COMPENSATION OF EXECUTIVE OFFICERS 7
APPOINTMENT OF INDEPENDENT AUDITOR 7
EXHIBITS
3.1 Amendment to Articles of Incorporation of
UNITED TRADING.COM 8
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GENERAL INFORMATION
OUTSTANDING SHARES AND VOTING RIGHTS
----------------------------------------
At June 6, 2000 the Company had 12,999,368 shares of common stock, par value
$0.001 outstanding. Each share of common stock is entitled to one vote on each
item to be voted upon. A majority of its shareholders have agreed to:
A) amend the Articles of Incorporation of the Company to i)change the name of
the Company from UNITED CASINO CORPORATION to UNITED TRADING.COM, and ii) change
the number of authorized Directors of the Company from "3" to be "1 to 9";
B) elect 3 persons to the Company's Board of Directors to serve until the
next annual general meeting of shareholders and until their respective
successors are elected and qualify, C)) appoint William E. Costello, CPA to be
the Company's Auditor. The complete text of the amendment to the Articles (the
"Amendment to the Articles") for the changes is set forth in Exhibit 3.1 to this
Information Statement.
APPROVAL OF THE NAME CHANGE
-------------------------------
The proposed change of the Company's name to "UNITED TRADING.COM" is
intended to convey more clearly a sense of the Company's current business.
Approval of the name change requires the affirmative consent of at least a
majority of the outstanding shares of Common Stock of the Company. Shareholders
holding a total of 12,600,000 shares of Common Stock (96.9%) have already agreed
to give such consent.
Upon filing of the Amendment to the Articles with the Nevada Secretary of State,
the changes will be effective, and each certificate representing shares of
Common Stock outstanding immediately prior to change (the "Old Shares") will be
deemed automatically without any action on the part of the shareholders to
represent one of shares of Common Stock of UNITED TRADING.COM (the "New
Shares"). Shareholders of the Old Shares will not be required to exchange the
Old Shares for New Shares at this time.
The Common Stock issued pursuant this exchange will be fully paid and
nonassessable. The voting and other rights that presently characterize the
Common Stock will not be
altered by the exchange.
APPROVAL OF CHANGE IN NUMBER OF DIRECTORS
-----------------------------------------------
The proposed change in the number of authorized Directors is being made to
provide the flexibility to the Board of Directors to add additional Directors to
the Board when and if the business of the Company makes such additions
desirable, and to allow the Board to continue to operate when the number of
Directors is less than three.
ELECTION OF NEW DIRECTORS
----------------------------
The Bylaws of the Company give the Board of Directors the authority to determine
the number of directors, to increase or decrease the number of directors and to
fill vacancies or eliminate vacancies by resolution of the Board of Directors.
The Board of Directors has set the current number of directors at 3. The
directors must receive a plurality of the votes cast for director. The Articles
of Incorporation of the Company do not allow for cumulative voting.
Shareholders holding a total of 12,600,000 shares of Common Stock or 96.9% of
the outstanding shares of Common Stock have agreed to vote for the following
persons to be Directors: Norman Wright, Gary W. Tate, Ian Anderson.
RECORD DATE
------------
The close of business June 6, 2000, has been fixed as the record date for the
determination of shareholders entitled to receive this Shareholders' Information
Statement.
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EXPENSES OF INFORMATION STATEMENT
------------------------------------
The expenses of mailing this Information Statement will be borne by the Company,
including expenses in connection with the preparation and mailing of this
Information Statement and all documents that now accompany or may hereafter
supplement it. It is contemplated that brokerage houses, custodians, nominees,
and fiduciaries will be requested to forward the Information Statement to the
beneficial owners of the Common Stock held of record by such persons and that
the Company will reimburse them for their reasonable expenses incurred in
connection therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
----------------------------------------------------
The following table sets forth information concerning the ownership of
Common Stock with respect to shareholders who were known to the Company to be
beneficial owners of more than 5% of the Common Stock as of March 31, 2000, and
officers and directors as a group. Unless otherwise indicated, the beneficial
owner has sole voting and investment power with respect to such shares of Common
Stock.
Name and Shares Beneficially Percent of
address owned Voting Stock
-------------------- --------------
BFI Limited
c/o United Casino Corp. 10,000,000 76.93%
17612 Jordan Ave., #1A
Irvine, CA 92612
Executive Officers
and Directors as a group
(3 individuals) 13,000 0.06%
CHANGE OF CONTROL
-------------------
Pursuant to the Company's By-laws, the Board of Directors approved an agreement
between the Company and BFI Limited, dated February 12, 2000, BFI was issued
10,000,000 shares of the Company's common stock (issued in reliance on exemption
from Registration provided by Regulation S and Section 4(2) of the Securities
and Exchange Act) in exchange for certain consulting services and a promissory
note, thereby acquiring a controlling interest in the Company. No changes were
made in the officers or directors of the Company as a result of the change in
control.
AMENDMENTS TO ARTICLES OF INCORPORATION
THE AMENDMENT
--------------
The proposed amendments to the Company's Articles of Incorporation will cause
the name of the Company to be changed to "UNITED TRADING.COM" and change
the authorized number of Directors from the current "3", to "1 to 9"
The complete text of the Amendment to the Articles is set forth in Exhibit A to
this Information Statement. Upon filing of the Amendment to the Articles with
the Nevada Secretary of State, the change will be effective, and each
certificate representing shares of Common Stock outstanding immediately prior to
change (the "Old Shares") will be deemed automatically without any action on the
part of the shareholders to represent one of shares of Common Stock of United
Trading.com. Shareholders of the Old Shares will not be required to
exchange the Old Shares for New Shares at this time.
ELECTION OF DIRECTORS
Effective on July 17, 2000, the following individuals will be elected to act as
directors of the Company until the next annual meeting, or until their
respective successors are elected and qualify: Norman Wright, Gary Tate, Ian
Anderson.
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INFORMATION CONCERNING NOMINEES
---------------------------------
The following nominees are expected to become executive officers
and directors of the Company at the closing of the meeting on July 17, 2000;
Name Age Expected Position with Company
---- --- ------------------------------
Norman Wright 63 President, Treasurer and
Chairman of the Board
Ian Anderson 21 Vice-President, Secretary
and Director
Gary W. Tate 63 Director
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.
COMMITTEES OF THE BOARD OF DIRECTORS
-----------------------------------------
The Company has no standing committees of the Board of Directors as of the date
of this notice, however such committees shall be established by the Board of
Directors if and when such committees are deemed necessary.
BOARD OF DIRECTORS' MEETINGS
-------------------------------
The Board of Directors held 10 meetings during 1999. Each incumbent director
attended at least 75% of the meetings of the Board of Directors.
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DIRECTOR COMPENSATION
----------------------
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.
compensation of executive officers
-------------------------------------
The following table sets forth the compensation of the Registrant's chief
executive officer for the periods indicated.
SUMMARY COMPENSATION TABLE
-------Annual Compensation------- -----Long-term Compensation-----
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 $$ $$ # $$
----------- -------- -------- ------- --------- ----------- ----------- --------- -----------
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.
APPOINTMENT OF INDEPENDENT AUDITOR
Effective July 17, 2000, William E. Costello, CPA of Encino, California, will be
appointed the Company's independent auditor. Mr. Costello has audited the
Company's books and records for the past 5 years. There are no disagreements
between Mr. Costello and the Company.
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