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, 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). amd (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 June 30, 1999: 8,859,155 shares
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 June 30, 1999 1
Consolidated Statement of Operations for the
Six Months Ended June 30, 1999 and 1998 2
Consolidated Statement of Cash Flows for the
Six Months Ended June 30, 1999 and 1998 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 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 JUNE 30, 1999
(Unaudited)
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1999
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ASSETS
CURRENT ASSETS
Cash $ 133
INVESTMENTS - Note 1
2,125,000
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$ 2,125,133
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LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $129,908
Accruals to related parties 171,000
Due to Kentucky Financial Inc. - Note 2 89,495
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390,403
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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 (272,224)
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1,734,730
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$2,125,133
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UNITED TRANS-WESTERNS, INC
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Unaudited)
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6 MONTHS 6 MONTHS 3 MONTHS 3 MONTHS
1999 1998 1999 1998
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REVENUE $ - $ - $ - $ -
OPERATING COSTS AND EXPENSES
General and administrative 77,805 41,641 38,647 24,799
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INCOME (LOSS) FROM OPERATION (77,805) (41,641) (38,647) (24,799)
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NON-OPERATING INCOME AND EXPENSE
Interest 39 - 24 -
Sale of joint venture interest (2,225,000) - - - Note 1
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(2,224,961) - 24 -
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NET INCOME (LOSS) $2,147,156 (41,641) $(38,671) $(24,799)
=========== ========= ========= =========
NET INCOME(LOSS)PER COMMON
SHARE $ 0.24 $ - $ - $ -
======== ======== ========= =========
WEIGHTED AVERAGE NUMBER OF
COMMONSHARES OUTSTANDING 8,859,155 8,859,155 8,859,155 8,859,155
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UNITED TRANS-WESTERN, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Unaudited)
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6 MONTHS 6 MONTHS
1999 1998
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OPERATING ACTIVITIES
Net Income (Loss) for the Period $2,147,156 $(41,641)
Increase (Decrease) in non-cash
working capital items (22,036) 27,306
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2,125,120 (14,335)
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INVESTING ACTIVITIES
Investment in Landstar, Inc. (2,125,000) -
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FINANCING ACTIVITIES
Proceeds from Shareholders - 14,380
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NET INCREASE (DECREASE) IN CASH 120 45
CASH, beginning of period 13 245
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CASH, end of period $ 133 $ 290
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UNITED TRANS-WESTERN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT JUNE 30, 1999
NOTE 1. INVESTMENTS
The Company has now 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 a former 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, 1999
was $89,495. The balance is due on demand without interest.
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UNITED TRANS-WESTERN, INC.
MANAGEMENT DISCUSSION
AS AT JUNE 30, 1999
During the quarter, the registrant collected all amounts due on 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. Discussions with Landstar are continuing as to the timing and
location of their required production. Facilities in those specific areas
will be targeted. In the event that an established shredding and grinding
facility cannot be acquired in a target area, it is the intention of the
Company to set up a new operation. Discussions with potential suppliers of
equipment are continuing in case this is the ultimate course of action.
On June 12, 1999 Mr. Elroy Fimrite resigned as president and director of
the Company. Mr. Michael Pinch assumed the position of president as of that
date. The vacant directors position was filled by Mr. Glenn Rozen, a
Victoria businessman. Mr. Rozen also became Secretary of the Company.
The registrant had no gross revenue from operations during the quarter.
The sale of the joint venture interest provided 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 September 20, 1999
UNITED TRANS-WESTERN, INC.
BY: Michael C. Pinch
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Michael C. Pinch
President
BY: Glenn Rozen
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Glenn Rozen
Secretary
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