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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 March 31, 1999
[ ] 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)
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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)
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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 March 31, 1999: 8,859,155 shares
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UNITED TRANS-WESTERN , INC.
INDEX
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PART I. FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
Consolidated Balance Sheet at March 31, 1999 1
Consolidated Statement of Operations for the
Three Months Ended March 31, 1999 and 1998 2
Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 1999 and 1998 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
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UNITED TRANS-WESTERN, INC.
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 1999
(UNAUDITED)
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1999
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ASSETS
CURRENT ASSETS
Cash $ 117
Accounts receivable 100,000
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100,117
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INVESTMENTS - Note 1 2,125,000
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$ 2,225,117
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LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 132,258
Accruals to related parties 140,000
Due to Kentucky Financial Inc. - Note 2 179,458
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451,716
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SHAREHOLDERS' EQUITY
Authorized: 50,000,000 commons shares with a
par value of $.01
Issued: 8,859,155 shares 88,588
Additional paid-in capital 1,918,366
Deficit (233,553)
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1,773,401
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$ 2,225,117
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UNITED TRANS-WESTERNS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31 1999
(UNAUDITED)
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3 MONTHS 3 MONTHS
1999 1998
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REVENUE $ - $ -
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OPERATING COSTS AND EXPENSES
General and administrative 39,158 16,985
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INCOME (LOSS) FROM OPERATIONS (39,158) (16,985)
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NON-OPERATING INCOME AND EXPENSE
Interest 15 -
Sale of joint venture interest - Note 1 (2,225,000) -
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(2,224,985) -
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NET INCOME (LOSS) $ 2,185,827 $ (16,985)
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NET INCOME(LOSS)PER COMMON
SHARE $ 0.25 $ -
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,859,155 8,859,155
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UNITED TRANS-WESTERN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
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3 MONTHS 3 MONTHS
1999 1998
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OPERATING ACTIVITIES
Net Income (Loss) for the Period $ 2,185,827 $ (16,985)
Increase (Decrease) in non-cash
working capital items
- Increase in accounts receivable (100,000) 6,300
- Increase in accounts payable 39,277 10,547
-
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2,125,104 (138)
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INVESTING ACTIVITIES
Investment in Landstar, Inc. (2,125,000) -
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FINANCING ACTIVITIES
Proceeds from Shareholders - -
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NET INCREASE (DECREASE) IN CASH 104 (138)
CASH, beginning of period 13 245
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CASH, end of period $ 117 $ 107
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UNITED TRANS-WESTERN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 1999
NOTE 1. INVESTMENTS
During the quarter, the Company completed the sale of its joint
venture interest with Rebound Rubber Corporation. The agreed sale
price was $100,000 cash and 8,500,000 shares of Landstar, Inc. at a
deemed price of $.25 per share bringing the total selling price to
$2,250,000. The Landstar shares will be held under a pooling
agreement which will restrict their sale for a minimum period of two
years. Sales subsequent to this hold period will be limited by the
applicable Securities and Exchange Commission rules.
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, 1999 was $179,458. The balance is due on demand without
interest.
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UNITED TRANS-WESTERN, INC.
MANAGEMENT DISCUSSION
AS AT MARCH 31, 1999
During the quarter, the registrant completed the sale of its joint venture
interest with Rebound Rubber Corporation. Details of this transaction are
described in the notes to the financial statements.
It is the intention of the registrant to establish shredding and grinding
facilities for the purpose of supplying Landstar, Inc. crumb rubber in the
quantities and to specifications required for their rubber activation business.
The acquisitions of Texas Crumb Industries, LLC and Environmental Recovery and
Recycling, Inc. were not completed pending the completion of the Landstar, Inc.
transaction. The registrant intends to renegotiate the acquisition terms or
restructure the acquisition as a joint venture. The registrant is actively
researching additional acquisitions of tire recycling and crumbing operations.
The registrant had no gross revenue from operations during the quarter. The sale
of the joint venture interest will provide some funds for working capital and
debt repayment. Until an operating cash flow is established, day to day
operations will be continued to be funded by related parties.
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UNITED TRANS-WESTERN, INC.
PART II,
OTHER INFORMATION
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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
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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 May 14, 1999
UNITED TRANS-WESTERN, INC.
BY: D. E. Fimrite
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D. Elroy Firmrite
President
BY: M. C. Pinch
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Michael C. Pinch
Vice President and Chief Financial Officer
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