<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 June 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, 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 June 30, 1998 1
Consolidated Statement of Operations for the
Six Months Ended June 30, 1998 and 1997 2
Consolidated Statement of Cash Flows for the
Six Months Ended June 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 JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1998
-----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 290
Prepaid expenses 75,000
-----------
$ 75,290
===========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 206,503
Accruals to related parties 60,000
Due to Kentucky Financial Inc. - Note 2 162,616
-----------
429,119
-----------
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 (2,360,783)
-----------
(353,829)
-----------
$ 75,290
===========
</TABLE>
1
<PAGE> 4
UNITED TRANS-WESTERNS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
6 MONTHS 6 MONTHS 3 MONTHS 3 MONTHS
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE $ -- $ -- $ -- $ --
--------------------------------- ---------------------------------
OPERATING COSTS AND EXPENSES
General and administrative 41,641 187,017 24,799 126,899
--------------------------------- ---------------------------------
INCOME (LOSS) FROM OPERATIONS (41,641) (187,017) (24,799) (126,899)
NON-OPERATING INCOME AND EXPENSE
Interest -- -- -- --
--------------------------------- ---------------------------------
NET INCOME (LOSS) $ (41,641) $ (187,017) $ (24,799) $ (126,899)
================================= =================================
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 SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
6 MONTHS 6 MONTHS
1998 1997
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss for the Period $ (41,641) $ (187,017)
Increase (Decrease) in non-cash
working capital items 27,306 1,022,922
----------- -----------
(14,335) 835,905
----------- -----------
INVESTING ACTIVITIES
Acquisition of rubber technology -- (1,000,929)
----------- -----------
FINANCING ACTIVITIES
Proceeds from Shareholders 14,380 160,000
----------- -----------
NET INCREASE (DECREASE) IN CASH 45 (5,024)
CASH, beginning of period 245 6,400
----------- -----------
CASH, end of period $ 290 $ 1,376
=========== ===========
</TABLE>
3
<PAGE> 6
UNITED TRANS-WESTERN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT JUNE 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 $162,616. The balance is due on demand
without interest.
4
<PAGE> 7
UNITED TRANS-WESTERN, INC.
MANAGEMENT DISCUSSION
AS AT JUNE 30, 1998
The registrant has signed an agreement with Rebound Rubber
Corporation to participate in joint ventures for the reactivation
of crumb rubber in the United States. It is anticipated that the
registrant will either acquire or establish shredding and
grinding facilities and transfer raw materials to the
reactivation joint venture at a negotiated fair market price.
Establishment of at least one plant before the end of 1998 in the
United States is anticipated. Equity funding will be used to
finance these facilities.
As reported previously, the registrant has negotiated the sale of
its joint venture interest in resource properties in China to the
former joint venture partner. Final documentation and approvals
are pending. This sale releases the registrant from joint venture
obligations to further fund the project and to pay the existing
liabilities which have been incurred by the joint venture. In
addition, the registrant will recover its investment in the
project of about $135,000 from future project revenues. There is
no indication of when revenues from the project can be expected.
Also, the registrant has retained a .04% Overriding Royalty
Interest in the project.
The registrant had no gross revenue during the quarter and none
is expected during the third 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 July 13, 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
