U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                    under the
                             Securities Act of 1933

                          Commission File No. 000-29987


                               UNITED TRADING.COM
             (Exact name of registrant as specified in its charter)

         Nevada                           7372                     88-0106514
 (State or jurisdiction of     (Primary Standard Industrial     (I.R.S. Employer
corporation or organization)    Classification Code Number)  Identification No.)

    1280 Bison, Suite B9-529, Newport Beach, California 92660; (949) 451-4518
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

         Non-Employee Directors and Consultants Retainer Stock Plan for
                              the Year 2002 No. 3
                            (Full title of the Plans)

   James G. Brewer, 1280 Bison, Suite B9-529, Newport Beach, California 92660
                     (Name and address of agent for service)

                                 (949) 451-4518
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

-------------  ----------  -------------------  ------------------  ------------
Title of       Amount                           Proposed maximum    Amount of
securities to  to be       Proposed offering    aggregate offering  registration
be registered  registered  price per share (1)  price               fee
-------------  ----------  -------------------  ------------------  ------------
-------------  ----------  -------------------  ------------------  ------------
Common Stock   20,000,000           $0.017 (2)            $340,000        $31.28
-------------  ----------  -------------------  ------------------  ------------
     Total     20,000,000                                 $340,000        $31.28
-------------  ----------  -------------------  ------------------  ------------
-------------  ----------  -------------------  ------------------  ------------
1.     The  Offering  Price  is  used  solely  for  purposes  of  estimating the
registration  fee pursuant to Rule 457(h) promulgated pursuant to the Securities
Act  of  1933.
2.     This Offering Price per Share is established pursuant to the Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2002 No. 3, set forth
in  Exhibit  4.1  to  this  Form  S-8.


Part  I
Information  Required  in  the  Section  10(a)  Prospectus

Item  1.     Plan  Information.

     See  Item  2  below.

Item  2.     Registrant  Information  and  Employee  Plan  Annual  Information.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule  428  promulgated under the Securities Act of 1933.  The participants shall
be provided a written statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required to be delivered pursuant to Rule 428(b).  The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

Part  II

Information  Required  in  the  Registration  Statement

Item  3.     Incorporation  of  Documents  by  Reference.

         The  following  are  hereby  incorporated  by  reference:

(a)     The Registrant's latest annual report on Form 10-KSB for the fiscal year
     ended  December  31,  2001,  filed  on  April  12,  2002.

(b)     All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Form  10-KSB  referred  to  in  (a)  above.

(c)     A  description  of  the  Registrant's  securities  contained  in  the
Registration  Statement  on  Form  10-SB filed by the Registrant to register the
common  stock  under  the  Exchange  Act, including all amendments filed for the
purpose  of  updating  such  common  stock  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof  from  the  date  of  filing  of  such  documents.

Item  4.     Description  of  Securities.

     Not  applicable.

Item  5.     Interest  of  Named  Experts  and  Counsel.

     Other  than  as  set forth below, no named expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.

Item  6.     Indemnification  of  Directors  and  Officers.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to indemnification against its liability under the Securities Act.  The
Nevada  Revised  Statutes  allow a company to indemnify our officers, directors,
employees,  and  agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except
under  certain circumstances.  Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good faith
and  in  a manner, which such person believed to be in the best interests of the
Registrant.  A  determination  may be made by the stockholders; by a majority of
the  directors who were not parties to the action, suit, or proceeding confirmed
by  opinion  of  independent  legal  counsel; or by opinion of independent legal
counsel  in the event a quorum of directors who were not a party to such action,
suit,  or  proceeding  does  not  exist.

     Provided  the terms and conditions of these provisions under Nevada law are
met,  officers,  directors,  employees,  and  agents  of  the  Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy  and  is,  therefore,  unenforceable.

The  Nevada  Revised  Statutes,  stated  herein,  provide further for permissive
indemnification  of  officers  and  directors.

A.     NRS  78.7502.  Discretionary  and  mandatory indemnification of officers,
       ------------
directors,  employees  and  agents:  General  provisions.

1.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, 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, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable cause to believe his conduct was unlawful.  The
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  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

2.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that  he is or was a director, officer, employee or agent
of  the corporation, 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 against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation.  Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.     To  the  extent  that  a  director,  officer,  employee  or  agent  of  a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

B.     NRS  78.751.  Authorization  required  for discretionary indemnification;
       -----------
advancement  of  expenses;  limitation  on  indemnification  and  advancement of
expenses.

1.     Any  discretionary  indemnification under NRS 78.7502 unless ordered by a
court  or advanced pursuant to subsection 2, may be made by the corporation only
as  authorized in the specific case upon a determination that indemnification of
the  director,  officer,  employee or agent is proper in the circumstances.  The
determination  must  be  made:

(a)     By  the  stockholders;

(b)     By  the  board  of  directors by majority vote of a quorum consisting of
directors  who  were  not  parties  to  the  action,  suit  or  proceeding;
(c)     If  a  majority  vote  of  a quorum consisting of directors who were not
parties  to  the  action,  suit  or  proceeding  so orders, by independent legal
counsel  in  a  written  opinion;  or

(d)     If  a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

2.     The  articles  of  incorporation,  the bylaws or an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they 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 he is not entitled to be indemnified by the
corporation.  The provisions  of  this  subsection  do  not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.     The indemnification and advancement of expenses authorized in NRS 78.7502
     or  ordered  by  a  court  pursuant  to  this  section:

(a)  Does not exclude any other rights to which a person seeking indemnification
or  advancement  of expenses may be entitled under the articles of incorporation
or  any  bylaw,  agreement,  vote  of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity  while  holding his office, except that indemnification, unless ordered
by  a  court  pursuant  to  or  for the advancement of expenses made pursuant to
subsection  2,  may  not be made to or on behalf of any director or officer if a
final  adjudication  establishes that his acts or omissions involved intentional
misconduct,  fraud  or  a  knowing  violation of the law and was material to the
cause  of  action.

(b)     Continues  for  a  person  who  has  ceased  to  be a director, officer,
employee  or  agent  and  inures  to  the  benefit  of  the heirs, executors and
administrators  of  such  a  person.

C.     NRS 78.752.  Insurance and other financial arrangements against liability
       ----------
     of  directors,  officers,  employees  and  agents.

1.     A corporation may purchase and maintain insurance or make other financial
     arrangements  on  behalf  of  any person who is or was a director, officer,
employee or agent of the corporation, 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  him  and  liability  and  expenses incurred by him in his capacity as a
director,  officer,  employee  or  agent,  or arising out of his status as such,
whether  or  not the corporation has the authority to indemnify him against such
liability  and  expenses.

2.     The  other  financial  arrangements  made  by the corporation pursuant to
subsection  1  may  include  the  following:

(a)     The  creation  of  a  trust  fund.

(b)     The  establishment  of  a  program  of  self-insurance.

(c)     The securing of its obligation of indemnification by granting a security
interest  or  other  lien  on  any  assets  of  the  corporation.

(d)     The  establishment  of  a  letter  of  credit,  guaranty  or surety.  No
financial  arrangement  made  pursuant to this subsection may provide protection
for  a person adjudged by a court of competent jurisdiction, after exhaustion of
all  appeals  therefrom,  to  be  liable  for intentional misconduct, fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification  ordered  by  a  court.

3.     Any  insurance  or other financial arrangement made on behalf of a person
pursuant  to this section may be provided by the corporation or any other person
approved  by  the  board of directors, even if all or part of the other person's
stock  or  other  securities  is  owned  by  the  corporation.

4.     In  the  absence  of  fraud:

(a)     The  decision of the board of directors as to the propriety of the terms
and  conditions of any insurance or other financial arrangement made pursuant to
this  section  and  the  choice  of the person to provide the insurance or other
financial  arrangement  is  conclusive;  and

(b)     The  insurance  or  other  financial  arrangement:

1.     Is  not  void  or  voidable;  and

2.     Does  not subject any director approving it to personal liability for his
action,  even  if  a  director  approving  the  insurance  or  other  financial
arrangement  is  a  beneficiary of the insurance or other financial arrangement.

5.     A  corporation or its subsidiary which provides self-insurance for itself
or for another affiliated corporation pursuant to this section is not subject to
     the  provisions  of  Title  57  of  the  Nevada  Revised  Statutes.

6.     The Registrant, with approval of the Registrant's Board of Directors, has
     obtained  directors'  and  officers'  liability.

Item  7.     Exemption  from  Registration  Claimed.
     Not  applicable.

Item  8.     Exhibits.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

Item  9.     Undertakings.

     The  undersigned  registrant  hereby  undertakes:

(a)     (1)  To file, during any period in which offers or sales are being made,
     a  post-effective  amendment  to  this  registration  statement:  (iii)  To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

               (3)  To  remove  from  registration  by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

(b)  That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section  15(d)  of  the  Securities Exchange Act of 1934 (and, where applicable,
each  filing  of  an  employee  benefit plan's annual report pursuant to section
15(d)  of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

(c)  To  deliver or cause to be delivered with the prospectus, to each person to
whom  the  prospectus  is  sent  or  given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus,  to  deliver,  or  cause  to be delivered to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information

(d) That insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorize,  in  the  City  of  Newport  Beach, California, on December 16, 2002.

UNITED  TRADING.COM



By  /s/  James  G.  Brewer
  ------------------------
    James  G.  Brewer,  President


<PAGE>
     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

    Signature                           Title                         Date
    ---------                           -----                         ----

/s/ James G. Brewer      President, Chief Executive Officer    December 16, 2002
-----------------------
James G. Brewer         Chief Financial Officer, and Director


  /s/ James L. Hancock                 Director                December 16, 2002
--------------------------
James L. Hancock


                                  EXHIBIT INDEX

         Exhibit  No.               Description
         ------------               -----------
     4.1          Non-Employee Directors and Consultants Retainer Stock Plan for
                    the  Year  2002  No.  3
     5            Opinion  Re:  Legality
     23.1         Consent  of  Accountants
     23.2         Consent  of  Counsel
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 22223}]
{"company-data": {"conformed-name": "UNITED TRADING COM", "cik": "0000949728", "assigned-sic": "7372", "irs-number": "880106514", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102067", "film-number": "02865085"}, "business-address": {"street1": "19762 MACARTHUR BLVD", "street2": "STE 300", "city": "IRVINE", "state": "CA", "zip": "92612", "phone": "9495539660"}, "mail-address": {"street1": "19762 MAC ARTHUR BLVD", "street2": "STE 300", "city": "IRVINE", "state": "CA", "zip": "92612"}, "former-company": {"former-conformed-name": "UNITED CASINO CORP", "date-changed": "20000222"}}
U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                    under the
                             Securities Act of 1933

                          Commission File No. 000-29987

                               UNITED TRADING.COM
             (Exact name of registrant as specified in its charter)

         Nevada                           7372                     88-0106514
 (State or jurisdiction of     (Primary Standard Industrial     (I.R.S. Employer
corporation or organization)    Classification Code Number)  Identification No.)

    1280 Bison, Suite B9-529, Newport Beach, California 92660; (949) 451-4518
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

         Non-Employee Directors and Consultants Retainer Stock Plan for
                              the Year 2002 No. 3
                            (Full title of the Plans)

   James G. Brewer, 1280 Bison, Suite B9-529, Newport Beach, California 92660
                     (Name and address of agent for service)

                                 (949) 451-4518
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

-------------  ----------  -------------------  ------------------  ------------
Title of       Amount                           Proposed maximum    Amount of
securities to  to be       Proposed offering    aggregate offering  registration
be registered  registered  price per share (1)  price               fee
-------------  ----------  -------------------  ------------------  ------------
-------------  ----------  -------------------  ------------------  ------------
Common Stock   20,000,000           $0.017 (2)            $340,000        $31.28
-------------  ----------  -------------------  ------------------  ------------
     Total     20,000,000                                 $340,000        $31.28
-------------  ----------  -------------------  ------------------  ------------
-------------  ----------  -------------------  ------------------  ------------
1.     The  Offering  Price  is  used  solely  for  purposes  of  estimating the
registration  fee pursuant to Rule 457(h) promulgated pursuant to the Securities
Act  of  1933.
2.     This Offering Price per Share is established pursuant to the Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2002 No. 3, set forth
in  Exhibit  4.1  to  this  Form  S-8.

Part  I
Information  Required  in  the  Section  10(a)  Prospectus

Item  1.     Plan  Information.

     See  Item  2  below.

Item  2.     Registrant  Information  and  Employee  Plan  Annual  Information.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule  428  promulgated under the Securities Act of 1933.  The participants shall
be provided a written statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required to be delivered pursuant to Rule 428(b).  The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

Part  II

Information  Required  in  the  Registration  Statement

Item  3.     Incorporation  of  Documents  by  Reference.

         The  following  are  hereby  incorporated  by  reference:

(a)     The Registrant's latest annual report on Form 10-KSB for the fiscal year
     ended  December  31,  2001,  filed  on  April  12,  2002.

(b)     All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Form  10-KSB  referred  to  in  (a)  above.

(c)     A  description  of  the  Registrant's  securities  contained  in  the
Registration  Statement  on  Form  10-SB filed by the Registrant to register the
common  stock  under  the  Exchange  Act, including all amendments filed for the
purpose  of  updating  such  common  stock  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of  the  Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference in the registration statement and to be part
thereof  from  the  date  of  filing  of  such  documents.

Item  4.     Description  of  Securities.

     Not  applicable.

Item  5.     Interest  of  Named  Experts  and  Counsel.

     Other  than  as  set forth below, no named expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.

Item  6.     Indemnification  of  Directors  and  Officers.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to indemnification against its liability under the Securities Act.  The
Nevada  Revised  Statutes  allow a company to indemnify our officers, directors,
employees,  and  agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except
under  certain circumstances.  Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good faith
and  in  a manner, which such person believed to be in the best interests of the
Registrant.  A  determination  may be made by the stockholders; by a majority of
the  directors who were not parties to the action, suit, or proceeding confirmed
by  opinion  of  independent  legal  counsel; or by opinion of independent legal
counsel  in the event a quorum of directors who were not a party to such action,
suit,  or  proceeding  does  not  exist.

     Provided  the terms and conditions of these provisions under Nevada law are
met,  officers,  directors,  employees,  and  agents  of  the  Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy  and  is,  therefore,  unenforceable.

The  Nevada  Revised  Statutes,  stated  herein,  provide further for permissive
indemnification  of  officers  and  directors.

A.     NRS  78.7502.  Discretionary  and  mandatory indemnification of officers,
       ------------
directors,  employees  and  agents:  General  provisions.

1.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, 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, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable cause to believe his conduct was unlawful.  The
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  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

2.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that  he is or was a director, officer, employee or agent
of  the corporation, 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 against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation.  Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.     To  the  extent  that  a  director,  officer,  employee  or  agent  of  a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

B.     NRS  78.751.  Authorization  required  for discretionary indemnification;
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advancement  of  expenses;  limitation  on  indemnification  and  advancement of
expenses.

1.     Any  discretionary  indemnification under NRS 78.7502 unless ordered by a
court  or advanced pursuant to subsection 2, may be made by the corporation only
as  authorized in the specific case upon a determination that indemnification of
the  director,  officer,  employee or agent is proper in the circumstances.  The
determination  must  be  made:

(a)     By  the  stockholders;

(b)     By  the  board  of  directors by majority vote of a quorum consisting of
directors  who  were  not  parties  to  the  action,  suit  or  proceeding;
(c)     If  a  majority  vote  of  a quorum consisting of directors who were not
parties  to  the  action,  suit  or  proceeding  so orders, by independent legal
counsel  in  a  written  opinion;  or

(d)     If  a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

2.     The  articles  of  incorporation,  the bylaws or an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they 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 he is not entitled to be indemnified by the
corporation.  The provisions  of  this  subsection  do  not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.     The indemnification and advancement of expenses authorized in NRS 78.7502
     or  ordered  by  a  court  pursuant  to  this  section:

(a)  Does not exclude any other rights to which a person seeking indemnification
or  advancement  of expenses may be entitled under the articles of incorporation
or  any  bylaw,  agreement,  vote  of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity  while  holding his office, except that indemnification, unless ordered
by  a  court  pursuant  to  or  for the advancement of expenses made pursuant to
subsection  2,  may  not be made to or on behalf of any director or officer if a
final  adjudication  establishes that his acts or omissions involved intentional
misconduct,  fraud  or  a  knowing  violation of the law and was material to the
cause  of  action.

(b)     Continues  for  a  person  who  has  ceased  to  be a director, officer,
employee  or  agent  and  inures  to  the  benefit  of  the heirs, executors and
administrators  of  such  a  person.

C.     NRS 78.752.  Insurance and other financial arrangements against liability
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     of  directors,  officers,  employees  and  agents.

1.     A corporation may purchase and maintain insurance or make other financial
     arrangements  on  behalf  of  any person who is or was a director, officer,
employee or agent of the corporation, 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  him  and  liability  and  expenses incurred by him in his capacity as a
director,  officer,  employee  or  agent,  or arising out of his status as such,
whether  or  not the corporation has the authority to indemnify him against such
liability  and  expenses.

2.     The  other  financial  arrangements  made  by the corporation pursuant to
subsection  1  may  include  the  following:

(a)     The  creation  of  a  trust  fund.

(b)     The  establishment  of  a  program  of  self-insurance.

(c)     The securing of its obligation of indemnification by granting a security
interest  or  other  lien  on  any  assets  of  the  corporation.

(d)     The  establishment  of  a  letter  of  credit,  guaranty  or surety.  No
financial  arrangement  made  pursuant to this subsection may provide protection
for  a person adjudged by a court of competent jurisdiction, after exhaustion of
all  appeals  therefrom,  to  be  liable  for intentional misconduct, fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification  ordered  by  a  court.

3.     Any  insurance  or other financial arrangement made on behalf of a person
pursuant  to this section may be provided by the corporation or any other person
approved  by  the  board of directors, even if all or part of the other person's
stock  or  other  securities  is  owned  by  the  corporation.

4.     In  the  absence  of  fraud:

(a)     The  decision of the board of directors as to the propriety of the terms
and  conditions of any insurance or other financial arrangement made pursuant to
this  section  and  the  choice  of the person to provide the insurance or other
financial  arrangement  is  conclusive;  and

(b)     The  insurance  or  other  financial  arrangement:

1.     Is  not  void  or  voidable;  and

2.     Does  not subject any director approving it to personal liability for his
action,  even  if  a  director  approving  the  insurance  or  other  financial
arrangement  is  a  beneficiary of the insurance or other financial arrangement.

5.     A  corporation or its subsidiary which provides self-insurance for itself
or for another affiliated corporation pursuant to this section is not subject to
     the  provisions  of  Title  57  of  the  Nevada  Revised  Statutes.

6.     The Registrant, with approval of the Registrant's Board of Directors, has
     obtained  directors'  and  officers'  liability.

Item  7.     Exemption  from  Registration  Claimed.
     Not  applicable.

Item  8.     Exhibits.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

Item  9.     Undertakings.

     The  undersigned  registrant  hereby  undertakes:

(a)     (1)  To file, during any period in which offers or sales are being made,
     a  post-effective  amendment  to  this  registration  statement:  (iii)  To
include  any  material  information with respect to the plan of distribution not
previously  disclosed  in  the  registration statement or any material change to
such  information  in  the  registration  statement;

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

               (3)  To  remove  from  registration  by means of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

(b)  That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section  15(d)  of  the  Securities Exchange Act of 1934 (and, where applicable,
each  filing  of  an  employee  benefit plan's annual report pursuant to section
15(d)  of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

(c)  To  deliver or cause to be delivered with the prospectus, to each person to
whom  the  prospectus  is  sent  or  given, the latest annual report to security
holders  that  is  incorporated  by  reference  in  the prospectus and furnished
pursuant  to  and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act  of  1934;  and,  where  interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus,  to  deliver,  or  cause  to be delivered to each person to whom the
prospectus  is  sent  or given, the latest quarterly report that is specifically
incorporated  by  reference  in the prospectus to provide such interim financial
information

(d) That insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorize,  in  the  City  of  Newport  Beach, California, on December 16, 2002.

UNITED  TRADING.COM

By  /s/  James  G.  Brewer
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    James  G.  Brewer,  President
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

    Signature                           Title                         Date
    ---------                           -----                         ----

/s/ James G. Brewer      President, Chief Executive Officer    December 16, 2002
-----------------------
James G. Brewer         Chief Financial Officer, and Director

  /s/ James L. Hancock                 Director                December 16, 2002
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James L. Hancock

                                  EXHIBIT INDEX

         Exhibit  No.               Description
         ------------               -----------
     4.1          Non-Employee Directors and Consultants Retainer Stock Plan for
                    the  Year  2002  No.  3
     5            Opinion  Re:  Legality
     23.1         Consent  of  Accountants
     23.2         Consent  of  Counsel