SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 22, 2000
WTAA International, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-28847 65-0260846
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1027 South Rainbow Blvd., Unit #391, Las Vegas, Nevada 89145
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(NEW ADDRESS)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (702) 341-6622
1
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
1) On November 15, 2000, the Company completed two private placements, of
$150,000 and $180,000, respectively. These private placements were offered by
the Company as Units of a Share and a Warrant, shere each Unit cost $0.24. The
Company will use the cash proceeds to reduce accounts payable and for working
capital. These private offerings were made pursuant to an exemption from
registration under Regulation S.
2)On October 19, 2000, the Company executed a Letter of Intent to acquire
California Bottling Company, Inc. in a purchase of stock from its shareholders
for cash of $3,600,000. It also executed a Letter of Intent to acquire the
assets of High Country Waters for cash of $1,000,000, and a ten percent interest
on One Water Source LLC for cash of $80,000. The Company is seeking financing
for these purchases, but has no firm commitment yet. California Bottling Company
is based in Roseville, California and has represented unaudited sales of $7.7
million for 1999.
ITEM 6. RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS
None.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements -
None
<PAGE>
SB EXHIBIT 10.1
LETTER OF INTENT
<PAGE>
Wtaa International, Inc. Web Site: http://www.wtaa.com
1027 South Rainbow Boulevard, Unit 391 Telephone: (702) 341-6622
Las Vegas Nevada 89128 Fax: (604) 606-2040
October 19, 2000
Robert Mueller
California Bottling Corp. EXTREMELY CONFIDENTIAL
8250 Industrial Avenue
Roseville CA 95678 Fax (713) 621-4220
Dear Bob:
Re: Letter of Intent re: Purchase of an interest in
One Water Source LLC
By WTAA INTERNATIONAL, INC.
Set forth below are the principal terms of the purchase of an interest in One
Water Source LLC ("Water Source One"), by WTAA International, Inc. ("WTAA"):
Asset Being
Acquired 100% of Robert Mueller's, Chris Crain's, and Douglas
Mackenzie's partnership interest in One Water Source LLC,
a Texas limited liability company doing business as Water
Source One
Vendors: Robert Mueller, Chris Crain, L. Douglas Mackenzie
Purchaser WTAA INTERNATIONAL, INC.
Purchase Price Cash of $80,000
Effective
Closing Date: December 15, 2000 or earlier if possible.
Extension of Closing It is agreed that the Closing Date can be
extended by mutual consent in writing, and payment of
$1,000 for one thirty day extension.
<PAGE>
Conditions
1. It is understood that the partnership interest will be
delivered free and clear of any encumbrances.
2. This acquisition is contingent upon the closure of the
acquisitions of California Bottling Company Inc. and High
Country Waters.
3. The acquisition of this partnership interest must be
formally acknowledged by the requisite number of other
partners of One Water Source LLC, according to their
by-laws.
4. The obligations of the parties hereto to consummate the
acquisition herein contemplated would be subject to the
negotiation and execution of a definitive agreement, to be
completed by October 31, 2000, where such agreement will
incorporate the foregoing terms and such other terms not
inconsistent with the foregoing as may be agreed to,
including:
a) the usual representations and warranties of each of the
parties as to corporate existence and good standing,
outstanding stock, corporate approvals, corporate power and
authority, subsidiaries, litigation and undisclosed
liabilities, contracts and commitments other than those in
the ordinary course of business, contingent liabilities,
absence of destruction or damage to corporate property or
adverse changes in business or property, and other matters
as may be reasonably requested by counsel to the respective
parties;
b) indemnities with respect to breach of warranties and
representations; and
c) the usual conditions, which must be satisfied before the
parties, are obliged to close.
5. Each of the parties would bear their respective costs
associated with the acquisition including legal fees, and
other costs and expenses. It is understood that the
Purchaser will bear the entire cost of preparation the
formal acquisition documents.
6. Each of the parties hereto may, at its own expense,
review and inspect or employ qualified legal, accounting,
and other experts or advisors to review and inspect all of
the books, records, documents, files and physical facilities
of the other
<PAGE>
7. party and to thoroughly and completely investigate and
familiarize themselves with such other party and its
activities. Each of the parties and its officers will
cooperate fully with the other party and its representatives
in the foregoing review and investigation, shall make all
requested files and records available to the party and its
representatives, and shall furnish to the other party or to
its representatives, copies of all requested pertinent
documents and records. Each of the parties acknowledges that
much of the information to be furnished to it and its
respective representatives pursuant hereto may consist of
confidential and/or proprietary information of the
furnishing party. Accordingly, each party agrees to preserve
and protect the confidentiality of all information made
available to such other party or to its representatives
hereunder, regardless of whether such is acquired before or
after the execution of this letter of intent, except to the
extent such information is available to the public
generally. Each of the parties shall ensure that all
representatives, advisors, and experts retained by such
parties for the purpose of investigating and reviewing the
affairs of the other party shall agree to abide by the
foregoing confidentiality provisions. Both parties agree to
have completed this due diligence process by November 15,
2000, and then waiving the requirement for any further due
diligence.
8. No public announcement of the acquisition or any
transactions contemplated hereby shall be made by WTAA or
the vendors without the express mutual written consent. The
Vendors acknowledge that the Purchaser has certain
obligations under the Exchange Act to make publicly
available certain information. Therefore, the Purchaser may
make such public statements and file with applicable federal
and state agencies such reports or documents which the
Purchaser, on advice of counsel, deems appropriate.
9. Until October 31, 2000, the Purchaser and the Vendors
agree not to enter into any other negotiations with any
other party, which would adversely affect the consummation
of the transactions outlined above, but nothing in this
agreement will prevent California Bottling from operating in
the normal course of business.
<PAGE>
This document is a non-binding letter of intent, which will be used by the
parties in preparation of formal binding purchase and sale documents. There is
no commitment to buy or sell until a formal agreement is signed by all parties.
All The Best!
Kindest Personal Regards,
WTAA INTERNATIONAL, INC.
Randy Larson, B.Comm Wm. R. McKay, P.Eng.
CFO Chairman & CEO
Acknowledged in principle
per ____________________ per _____________________ per ___________________
Robert Mueller Chris Crain L. Douglas Mackenzie
<PAGE>
SB EXHIBIT 10.2
LETTER OF INTENT
<PAGE>
Wtaa International, Inc. Web Site: http://www.wtaa.com
1027 South Rainbow Boulevard, Unit 391 Telephone: (702) 341-6622
Las Vegas Nevada 89128 Fax: (604) 606-2040
October 19, 2000
Robert Mueller
California Bottling Corp. EXTREMELY CONFIDENTIAL
8250 Industrial Avenue
Roseville CA 95678 Fax (713) 621-4220
Dear Bob:
Re: Letter of Intent re: Acquisition of
High Country Waters
By WTAA INTERNATIONAL, INC.
Set forth below are the principal terms of the acquisition of High Country
Waters ("High Country"), by WTAA International, Inc. ("WTAA"):
Entity Being
Acquired 100% of High Country Waters, a proprietorship operating
in the State of California.
Vendors: Robert Mueller, Chris Crain, L. Douglas Mackenzie
Purchaser WTAA INTERNATIONAL, INC.
Purchase Price A total "Purchase Price" of $1,000,000 will be
delivered for 100% of all classes of common shares of
High Country Waters, to be paid as follows:
1. Good faith deposit of $10,000, payable on the earlier of
the execution of a formal agreement, or October 31, 2000.
2.Cash of $890,000
3. Promissory notes in the aggregate amount of $100,000, to
be paid in full by January 31, 2001. The promissory notes
will
<PAGE>
4. carry an interest rate of 8% per annum, to be paid
monthly, commencing one month after the issuance of the
promissory notes.
5. The Purchase Price includes the assumption of the
accounts payable and long-term liabilities (but not loans
from the proprietors).
Effective
Closing Date: December 15, 2000 or earlier if possible. Both
parties agree that the acquisition will be effectively
completed, notwithstanding the subsequent time required to
complete the audit, with the possible subsequent adjustment
to the purchase price limited to the amount due under the
promissory notes.
Extension of
Closing It is agreed that the Closing Date can be extended by
mutual consent in writing, and payment of $5,000 for one
thirty day extension.
Adjustment to
Purchase Price As a condition of the determination of the final
price for the acquisition of High Country Waters, the
Purchaser has the right to perform a formal audit of the
operations and the financial records of High Country
Waters, in form satisfactory to the Purchaser and its
solicitors, for the fiscal years ended 1999 and 2000.
The purchase price is comprised of cash and a promissory
note so as to accommodate a possible adjustment to the
purchase price on a basis to be negotiated.
A part of the audit engagement will be to confirm the
number of clients as at December 31, 2000, which
determination should be available to the Purchaser by
January 15, 2001. Upon receipt of that information, High
Country Waters will be re-valued (the "New Valuation")
based on an agreed formula of $350 per water-only client
and $500 per cooler client as at December 31, 2000.
In the event the new valuation is twenty percent or more
lower than the purchase price, i.e. $800,000 or lower,
then the amount payable under the promissory notes will
be forgiven, making the notes null and void. This is so
because the Purchaser will have already paid in cash more
than the New Valuation for the company. The effective
Purchase Price will then be the amount paid in cash.
In the event the New Valuation is twenty percent or
more higher than the purchase price, i.e. $1,200,000 or
higher, then the
<PAGE>
Purchaser will pay the full amount due under the
promissory notes, plus an amount in "144" common shares
of the Purchaser equivalent to the numerical difference
between the New Valuation and the Purchase Price, divided
by the average closing share price of WTAA common shares
for the five days after receipt of the audited financial
statements.
Conditions
1. It is understood that such shares will be delivered free
and clear of any encumbrances.
2. The Purchaser will be entitled to engage a qualified
independent valuator to assess the fair market value of the
companies being acquired, so as to substantiate value for
the purchase of raising monies to finance such acquisition.
3. This acquisition is contingent upon the closure of the
acquisitions of California Bottling Company Inc. and the
interest in One Water Source LLC.
4. The obligations of the parties hereto to consummate the
acquisition herein contemplated would be subject to the
negotiation and execution of a definitive agreement, to be
completed by no later than October 31, 2000, where such
agreement will incorporate the foregoing terms and such
other terms not inconsistent with the foregoing as may be
agreed to, including:
a) the usual representations and warranties of each of the
parties as to corporate existence and good standing,
outstanding stock, corporate approvals, corporate power and
authority, subsidiaries, litigation and undisclosed
liabilities, contracts and commitments other than those in
the ordinary course of business, contingent liabilities,
absence of destruction or damage to corporate property or
adverse changes in business or property, and other matters
as may be reasonably requested by counsel to the respective
parties;
b) indemnities with respect to breach of warranties and
representations; and
c) the usual conditions, which must be satisfied before the
parties, are obliged to close.
5. It is understood that the Purchaser will pay for the
preparation of the formal legal documentation to effect the
acquisition, and the audit fees. However, the vendors will
be
<PAGE>
6. responsible for their own legal expenses over and above
the preparation of the acquisition documents.
7. Each of the parties hereto may, at its own expense,
review and inspect or employ qualified legal, accounting,
and other experts or advisors to review and inspect all of
the books, records, documents, files and physical facilities
of the other party and to thoroughly and completely
investigate and familiarize themselves with such other party
and its activities. Each of the parties and its officers
will cooperate fully with the other party and its
representatives in the foregoing review and investigation,
shall make all requested files and records available to the
party and its representatives, and shall furnish to the
other party or to its representatives, copies of all
requested pertinent documents and records. Each of the
parties acknowledges that much of the information to be
furnished to it and its respective representatives pursuant
hereto may consist of confidential and/or proprietary
information of the furnishing party. Accordingly, each party
agrees to preserve and protect the confidentiality of all
information made available to such other party or to its
representatives hereunder, regardless of whether such is
acquired before or after the execution of this letter of
intent, except to the extent such information is available
to the public generally. Each of the parties shall ensure
that all representatives, advisors, and experts retained by
such parties for the purpose of investigating and reviewing
the affairs of the other party shall agree to abide by the
foregoing confidentiality provisions. Both parties agree to
have completed this due diligence process within by November
15, 2000, and then waiving the requirement for any further
due diligence.
8. No public announcement of the acquisition or any
transactions contemplated hereby shall be made by WTAA or
the vendors without the express mutual written consent. The
Vendors acknowledge that the Purchaser has certain
obligations under the Exchange Act to make publicly
available certain information. Therefore, the Purchaser may
make such public statements and file with applicable federal
and state agencies such reports or documents which the
Purchaser, on advice of counsel, deems appropriate.
9. Until October 31, 2000, the Purchaser and the vendors
agree not to enter into any other negotiations with any
other party,
<PAGE>
10. which would adversely affect the consummation of the
transactions outlined above, but nothing in this agreement
will prevent California Bottling from operating in the
normal course of business.
<PAGE>
This document is a non-binding letter of intent, which will be used by the
parties in preparation of formal binding purchase and sale documents. There is
no commitment to buy or sell until a formal agreement is signed by all parties.
All The Best!
Kindest Personal Regards,
WTAA INTERNATIONAL, INC.
Randy Larson, B.Comm Wm. R. McKay, P.Eng.
CFO Chairman & CEO
Acknowledged in principle
per ___________________ per ___________________ per ____________________
Robert Mueller Chris Crain L. Douglas Mackenzie
<PAGE>
SB EXHIBIT 10.3
LETTER OF INTENT
<PAGE>
Wtaa International, Inc. Web Site: http://www.wtaa.com
1027 South Rainbow Boulevard, Unit 391 Telephone: (702) 341-6622
Las Vegas Nevada 89128 Fax: (604) 606-2040
October 19, 2000
Robert Mueller
California Bottling Corp. EXTREMELY CONFIDENTIAL
8250 Industrial Avenue
Roseville CA 95678 Fax (713) 621-4220
Dear Bob:
Re: Letter of Intent re: Acquisition of
California Bottling Company, Inc.
By WTAA INTERNATIONAL, INC.
Set forth below are the principal terms of the acquisition of California
Bottling Company Inc. ("California Bottling"), by WTAA International, Inc.
("WTAA"):
Entity Being
Acquired 100% of California Bottling Company, Inc., a California
corporation
Vendors: Robert Mueller, Chris Crain, L. Douglas Mackenzie et al
Purchaser WTAA INTERNATIONAL, INC.
Purchase Price A total "Purchase Price" of $3,600,000 will be
delivered for 100% of all classes of common shares of
California Bottling, to be paid as follows:
1. Good faith deposit of $25,000, payable on the earlier of
the execution of a formal agreement, or October 31, 2000.
2. Cash of $3,175,000
3. Promissory notes in the aggregate amount of $400,000, to
be paid in full by March 31, 2001. The promissory notes will
<PAGE>
4. carry an interest rate of 8% per annum, to be paid
monthly, commencing one month after the issuance of the
promissory notes.
5. As a result of the acquisition, California Bottling would
then become a wholly owned subsidiary of the Purchaser.
6. The Purchase Price includes the assumption of the
accounts payable and long-term liabilities (not shareholder
loans).
7. It is understood that the minority shareholders holding
an aggregate of 1,320 shares of California Bottling will be
paid entirely in cash.
Effective
Closing Date: December 15, 2000 or earlier if possible. Both
parties agree that the acquisition will be effectively
completed, notwithstanding the subsequent time required
to complete the audit, with the possible subsequent
adjustment to the purchase price limited to the amount
due under the promissory notes.
Extension of Closing It is agreed that the Closing Date can be
extended by mutual consent in writing, and payment of
$25,000 for one thirty day extension.
Adjustment to
Purchase Price As a condition of the determination of the final
price for the acquisition of California Bottling, the
Purchaser has the right to perform a formal audit of the
operations and the financial records of California
Bottling, in form satisfactory to the Purchaser and its
solicitors, for the fiscal years ended 1998, and 1999 and
2000.
The purchase price is comprised of cash and a promissory
note so as to accommodate a possible adjustment to the
purchase price on a basis to be negotiated.
Upon receipt of the audited statements, CBC will be
re-valued (the "New Valuation") based on an agreed
formula of 5.0 times year 2000 audited earnings before
interest, income taxes, depreciation and amortization
(EBITDA, as defined by generally accepted accounting
principles), after adding back the aggregate salaries
paid to Robert Mueller and Chris Crain in year 2000
(approximated at $240,000 per year), plus an allowance of
$70,000 in relation to excess labour costs incurred in
the development of the Cott's contract in fiscal 2000.
These adjustments are subject to verification.
<PAGE>
In the event the New Valuation is twenty percent or more
lower than the Purchase Price, i.e. $2,880,000 or lower,
then the amount payable under the promissory notes will
be forgiven, making the notes null and void. This is so
because the Purchaser will have already paid in cash more
than the New Valuation for the company. The effective
Purchase Price will then be $3,200,000.
In the event the New Valuation is twenty percent or more
higher than the purchase price, i.e. $4,320,000 or
higher, then the Purchaser will pay the full amount due
under the promissory notes, plus an amount in "144"
common shares of the Purchaser equivalent to the
numerical difference between the New Valuation and the
Purchase Price, divided by the average closing share
price of WTAA common shares for the five days after
receipt of the audited financial statements.
Conditions
Precedent Negotiation of an employment agreement with Robert Mueller.
Directorship &
Executive Appointment Robert Mueller will be invited to become a
Director of WTAA INTERNATIONAL, INC. and will be
appointed as President and Chief Operating Officer. As
discussed, options to acquire restricted ("144") stock
in WTAA will be made available to Robert Mueller, for
allocation to himself and the company employees.
Conditions
1. It is understood that the shares in California Bottling
will be delivered free and clear of any encumbrances,
subject to approved exceptions such as "BFI" which holds a
security interest in such shares under their blanket
collateral documentation.
2. The Purchaser will be entitled to engage a qualified
independent valuator to assess the fair market value of the
companies being acquired, so as to substantiate value for
the purchase of raising monies to finance such acquisition.
3. The obligations of the parties hereto to consummate the
acquisition herein contemplated would be subject to the
negotiation and execution of a definitive agreement, by no
later than October 31, 2000, where such agreement will
incorporate the foregoing terms and such other terms not
<PAGE>
4. inconsistent with the foregoing as may be agreed to,
including:
a) the usual representations and warranties of each of the
parties as to corporate existence and good standing,
outstanding stock, corporate approvals, corporate power and
authority, subsidiaries, litigation and undisclosed
liabilities, contracts and commitments other than those in
the ordinary course of business, contingent liabilities,
absence of destruction or damage to corporate property or
adverse changes in business or property, and other matters
as may be reasonably requested by counsel to the respective
parties;
b) indemnities with respect to breach of warranties and
representations; and
c) the usual conditions, which must be satisfied before the
parties, are obliged to close.
5. It is understood that the Purchaser will pay for the
preparation of the formal legal documentation to effect the
acquisition. However, the vendors will be responsible for
their own legal expenses over and above the preparation of
the acquisition documents.
6. The audit fees will be shared by the Vendors and the
Purchaser on a 50/50 basis. However, the vendor's liability
hereunder is limited to no more than $10,000. Such auditing
services will be subject to the prior approval of the
vendors. The vendor's share of such fees will be deducted
from the amount payable under the promissory notes. If the
transaction does not close, then the Purchaser will absorb
those costs, and have no recourse to the vendors on such
account.
7. Each of the parties hereto may, at its own expense,
review and inspect or employ qualified legal, accounting,
and other experts or advisors to review and inspect all of
the books, records, documents, files and physical facilities
of the other party and to thoroughly and completely
investigate and familiarize themselves with such other party
and its activities. Each of the parties and its officers
will cooperate fully with the other party and its
representatives in the foregoing review and investigation,
shall make all requested files and records available to the
party and its representatives, and shall furnish to the
other party or to its
<PAGE>
8. representatives, copies of all requested pertinent
documents and records. Each of the parties acknowledges that
much of the information to be furnished to it and its
respective representatives pursuant hereto may consist of
confidential and/or proprietary information of the
furnishing party. Accordingly, each party agrees to preserve
and protect the confidentiality of all information made
available to such other party or to its representatives
hereunder, regardless of whether such is acquired before or
after the execution of this letter of intent, except to the
extent such information is available to the public
generally. Each of the parties shall ensure that all
representatives, advisors, and experts retained by such
parties for the purpose of investigating and reviewing the
affairs of the other party shall agree to abide by the
foregoing confidentiality provisions. Both parties agree to
have completed this due diligence process by no later than
November 15, 2000, and then waiving the requirement for any
further due diligence.
9. No public announcement of the acquisition or any
transactions contemplated hereby shall be made by WTAA or
the vendors without the express mutual written consent.
California Bottling acknowledges that the Purchaser has
certain obligations under the Exchange Act to make publicly
available certain information. Therefore, the Purchaser may
make such public statements and file with applicable federal
and state agencies such reports or documents which the
Purchaser, on advice of counsel, deems appropriate.
10. Until October 31, 2000, the Purchaser and California
Bottling agree not to enter into any other negotiations with
any other party, which would adversely affect the
consummation of the transactions outlined above, but nothing
in this agreement will prevent California Bottling from
operating in the normal course of business.
<PAGE>
This document is a non-binding letter of intent, which will be used by the
parties in preparation of formal binding purchase and sale documents. There is
no commitment to buy or sell until a formal agreement is signed by all parties.
All The Best!
Kindest Personal Regards,
WTAA INTERNATIONAL, INC.
Randy Larson, B.Comm Wm. R. McKay, P.Eng.
CFO Chairman & CEO
Acknowledged in principle
BOARD OF DIRECTORS:
California Bottling Company, Inc.
per ___________________________ per____________________________
Robert Mueller Chris Crain
Per_____________________________ per____________________________
Susan Carlisle L. Doug Mackenzie
<PAGE>
SIGNATURES
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 thereunto duly authorized.
Date: December 4, 2000 WTAA International, Inc.
/s/Randy Larson
-----------------------
Randy Larson, President
