<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
[ ] TRANSACTION REPORT PURSUANT TO 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, 1997: 8,859,155 shares
<PAGE> 2
UNITED TRANS-WESTERN, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheet at March 31, 1998 1
Consolidated Statement of Operations for the
Three Months Ended March 31, 1998 and 1997 2
Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 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 MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
1998
----
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 577
Prepaid expenses 75,000
-----------
$ 75,577
===========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 204,443
Accruals to related parties 45,000
Due to Kentucky Financial Inc.-Note 2 169,217
-----------
418,660
-----------
SHAREHOLDERS' EQUITY
Authorized: 50,000,000 common shares with a
par value of $.01 88,588
Issued: 8,859,155 shares 1,903,986
Additional paid-in capital (2,074,585)
-----------
Deficit (82,011)
-----------
$ 336,649
===========
</TABLE>
1
<PAGE> 4
UNITED TRANS-WESTERN, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
3 MONTHS 3 MONTHS
1998 1997
---- ----
<S> <C> <C>
REVENUES $ - $ -
---------- ----------
OPERATING COSTS AND EXPENSES
General and administrative 16,985 126,899
---------- ----------
INCOME (LOSS) FROM OPERATIONS (16,985) (126,899)
NON-OPERATING INCOME AND EXPENSE
Interest - -
---------- ----------
NET INCOME (LOSS) $ (16,985) $ (126,899)
========== ==========
NET INCOME (LOSS) PER COMMON SHARE $ - $ 0.01
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,859,155 8,859,155
========== ==========
</TABLE>
2
<PAGE> 5
UNITED TRANS-WESTERN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
3 MONTHS 3 MONTHS
1998 1997
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss for the Period .................... $(16,985) $(126,899)
Increase (Decrease) in non-cash
working capital items
- Decrease in accounts receivable .... 6,300 --
- Increase (Decrease) in accounts
payable ............................ 10,547 (33,233)
--------- ---------
(138) (160,132)
--------- ---------
INVESTING ACTIVITIES -- --
--------- ---------
FINANCING ACTIVITIES
Proceeds from Shareholders -- 160,000
--------- ---------
NET INCREASE (DECREASE) IN CASH (138) (132)
CASH, beginning of period 245 6,400
--------- ---------
CASH, end of period $ 107 $ 6,268
========= =========
</TABLE>
3
<PAGE> 6
UNITED TRANS-WESTERN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 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 March
31, 1998 was $169,217. The balance is due on demand without interest.
4
<PAGE> 7
UNITED TRANS-WESTERN, INC.
MANAGEMENT DISCUSSION
AS AT MARCH 31, 1998
During the quarter, the registrant sold back its wholly owned subsidiary,
Rebound Rubber Corporation, to the party from whom it had originally been
acquired. As a result of this sale, the registrant was relieved of the
responsibility to fund the balance due for the technology purchased by the
subsidiary. In consideration of its efforts to fund the project, the registrant
retained the right to use the technology jointly with Rebound Rubber
Corporation in the United States. Participation in joint ventures will be
contingent on the registrant being able to finance its share of the capital
investment required for each of the joint ventures which become available.
The registrant, together with Rebound Rubber Corporation, has identified
several opportunities to establish shredding and grinding operations which will
become the feedstock for a reactivation joint venture. A minimum of $1,500,000
will be required to adequately fund one complete operation. It is intended that
this funding will be raised entirely by equity. Establishment of one complete
shredding, grinding and reactivation plant is expected to be completed by the
end of 1998.
The registrant has decided to dispose of its joint venture interest in the
resource industry in China. A purchaser for this interest has not yet been
located but preliminary negotiations have commenced with two parties. It is
hoped that the proceeds of this disposition will be sufficient to cover the
liabilities which are related to this investment.
The registrant had no gross revenue during the quarter and none is expected
during the second 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 April 30, 1998
UNITED TRANS-WESTERN, INC.
BY: /s/ D. ELROY FIRMRITE
------------------------------
D. Elroy Firmrite
President
BY: /s/ MICHAEL C. PINCH
------------------------------
Michael C. Pinch
Vice President and Chief Financial Officer
7
