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.

                                       74
<PAGE>

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.


                                       75
<PAGE>

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"


                                       76
<PAGE>

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


                                       77
<PAGE>

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.


                                       78
<PAGE>

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.


                                      79
<PAGE>

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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                                       80
<PAGE>

                   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
<PAGE>

                             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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<PAGE>

                          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.

                                       83
<PAGE>

TRANSFER  AGENT
Interstate  Transfer  Company
56  West  400  South,  Suite  220
Salt  Lake  City,  UT  84101
801-  531-7860


                  The rest of this PAGE is intentionally blank


                                       84
<PAGE>

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."

                                       85
<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.

                                       86
<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.

                                       87
<PAGE>

     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:______________________________

                                       88
<PAGE>


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:___________________________________

                                       89
<PAGE>


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

                                       90
<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.

                                       91
<PAGE>

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

                                       92
<PAGE>



                            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.


                                       94
<PAGE>

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.


                                       95
<PAGE>

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."

                                       96
<PAGE>

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.


                                       97
<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
<PAGE>

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
<PAGE>

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
<PAGE>

            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
                                       102
<PAGE>

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
<PAGE>