<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITY EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSACTION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-9249
UNITED TRANS-WESTERN, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1519286
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3795 Carey Road,
Suite 600,
Victoria, British Columbia, Canada V8Z 6T8
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (250) 475-6000
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date:
Class: Common Stock, $.01 par value
Outstanding at September 30, 1998: 8,859,155 shares
<PAGE> 2
UNITED TRANS-WESTERN, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 1998 1
Consolidated Statement of Operations for the
Nine Months Ended September 30, 1998 and 1997 2
Consolidated Statement of Cash Flows for the
Nine Months Ended September 30, 1998 and 1997 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Items 1 through 6 6
SIGNATURES 7
<PAGE> 3
UNITED TRANS-WESTERN, INC.
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1998
-----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 110
Prepaid expenses 75,000
-----------
$ 75,110
===========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 221,946
Accruals to related parties 93,000
Due to Kentucky Financial Inc. - Note 2 162,816
-----------
477,762
-----------
SHAREHOLDERS' EQUITY
Authorized: 50,000,000 common shares with a par value of $.01
Issued: 8,859,155 shares 88,588
Additional paid-in capital 1,918,366
Deficit (2,409,606)
-----------
(402,652)
-----------
$ 75,110
===========
</TABLE>
1
<PAGE> 4
UNITED TRANS-WESTERNS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
9 MONTHS 9 MONTHS 3 MONTHS 3 MONTHS
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE $ -- $ -- $ -- $ --
--------------------------------- ---------------------------------
OPERATING COSTS AND EXPENSES
General and administrative 90,464 204,434 48,823 17,417
--------------------------------- ---------------------------------
INCOME (LOSS) FROM OPERATIONS (90,464) (204,434) (48,823) (17,417)
NON-OPERATING INCOME AND EXPENSE
Interest -- -- -- --
--------------------------------- ---------------------------------
NET INCOME (LOSS) $ (90,464) $ (204,434) $ (48,823) $ (17,417)
================================= =================================
NET INCOME (LOSS) PER COMMON
SHARE $ -- $ -- $ -- $ --
================================= =================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,859,155 8,859,155 8,859,155 8,859,155
================================= =================================
</TABLE>
2
<PAGE> 5
UNITED TRANS-WESTERN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
9 MONTHS 9 MONTHS
1998 1997
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss for the Period $ (90,464) $(204,434)
Increase (Decrease) in non-cash
working capital items 75,949 38,611
--------- ---------
(14,515) (165,823)
--------- ---------
INVESTING ACTIVITIES
-- --
--------- ---------
FINANCING ACTIVITIES
Proceeds from Shareholders 14,380 160,000
--------- ---------
NET INCREASE (DECREASE) IN CASH (135) (5,823)
CASH, beginning of period 245 6,400
--------- ---------
CASH, end of period $ 110 $ 577
========= =========
</TABLE>
3
<PAGE> 6
UNITED TRANS-WESTERN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 1998
NOTE 1. INVESTMENTS
Rebound Rubber Corporation was a wholly-owned subsidiary of the
Company during 1997. The sole shareholder of Rebound before the
acquisition became an officer and director of the Company.
Rebound acquired technology from the Guangzhou Research Institute
for Utilization of Reclaimed Resources for the recycling and
reactivation of used rubber. The Institute is located in the
Peoples Republic of China and is registered there as a
development unit for developing waste material recycling methods.
In March, 1998, the Company returned its ownership interest in
Rebound to the party from which it had been acquired and retained
the right to use the reactivation process jointly with Rebound in
the United States.
NOTE 2. DUE TO RELATED COMPANY
Kentucky Financial Inc. is related to an officer and director of
the Company. Kentucky advances funds and makes payments on behalf
of the Company from time to time. The balance owing to Kentucky
as at June 30, 1998 was $162,816. The balance is due on demand
without interest.
4
<PAGE> 7
UNITED TRANS-WESTERN, INC.
MANAGEMENT DISCUSSION
AS AT SEPTEMBER 30, 1998
The registrant and its joint venture partner in Ohio continued
their efforts to establish a reactivation plant for crumb rubber
in Ohio. Equipment has been located and premises suitable for the
reactivation operation and office facilities have been
identified. Several options for debt financing as well as equity
financing are being pursued and it is expected that, ultimately,
the plant will be funded with a combination of both debt and
equity. The first plant could be operational as early as November
subject to required funding being available.
The registrant has also entered into negotiations with a
shredding and grinding facility in Texas. These combined
operations have access or ownership to more than 150,000 tons of
rubber shred which would be suitable for an expanded crumbing and
reactivation plant.
It is intended that a reactivation plant be added to the above
operations which would be capable of reactivating the current
production of the grinding facility. This production would be
increased later with additional capital investment.
The registrant had no gross revenue during the quarter. Gross
revenues are anticipated in the fourth quarter, day to day
operations are being funded by related parties.
5
<PAGE> 8
UNITED TRANS-WESTERN, INC.
PART II,
OTHER INFORMATION
Item 1 Legal Proceedings
none
Item 2 Changes in Securities
none
Item 3 Defaults Upon Senior Securities
none
Item 4 Submission of Matters to a Vote of Security Holders
none
Item 5 Other Information
none
Item 6 Exhibits and Reports of Form 8-K
none
6
<PAGE> 9
UNITED TRANS-WESTERN, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
on October 18, 1998
UNITED TRANS-WESTERN, INC.
BY: "D E Fimrite"
------------------------------------
D. Elroy Firmrite
President
BY: "Michael C. Pinch"
------------------------------------
Michael C. Pinch
Secretary and Chief Financial Officer
7
