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: June 30, 2000
Commission file number 0-28847
WTAA INTERNATIONAL, INC.
-------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0260846
-------- ----------
(State or other jurisdiction of (I.R.S. Employer incorporation
or organization) Identification No.)
1027 S. Rainbow Blvd., Unit #391, Las Vegas, NV 89145
---------------------------------------------------
Address of principal executive offices)
(702) 341-6622
---------------
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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
--
As of June 30, 2000, 13,627,011 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes No X
--
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.
The financial statements have been prepared by WTAA International, Inc.
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at December 31, 1999, included in the Company's Form 10kSB.
<PAGE>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
REPORT AND FINANCIAL STATEMENTS
June 30, 2000
(Stated in US Dollars)
<PAGE>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
BALANCE SHEETS
June 30, 2000 and December 31, 1999
(Unaudited)
(Stated in US Dollars)
June 30, December 31,
ASSETS 2000 1999
------ ---- ----
Current
Cash $ - $ 21,808
Accounts receivable 3,254 9,257
Inventory 21,405 31,262
Prepaid expenses 626 1,264
Royalty advances - Note 5 15,000 35,000
_______ _______
40,285 98,591
Royalty advances - Note 5 160,000 -
Deferred finance charges - 8,636
Deposit on investment - Note 3 205,000 205,000
Organisation cost - Note 2 142,000 -
_______ _______
$ 547,285 $ 312,227
======== ========
LIABILITIES
Current
Bank overdraft $ 1,125 $ -
Accounts payable 271,193 134,157
Due to related party 1,350 1,350
________ ________
273,668 135,507
Promissory notes payable - 191,800
________ ________
273,668 327,307
________ ________
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock - Notes 4 and 5 12,735 9,473
Additional paid-in capital 1,193,224 668,601
Shares subscribed - Note 4 47,500 47,500
_________ ________
1,253,459 725,574
_________ ________
Preferred stock - Note 4 300 300
Additional paid-in capital 2,700 2,700
_________ ________
3,000 3,000
_________ ________
Deficit (982,842) ( 743,654)
_________ ________
273,617 ( 15,080)
_________ ________
$ 547,285 $ 312,227
========== =========
Commitments - Notes 4 and 5
Contingency - Note 5 (ii)
SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>
<CAPTION>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
STATEMENTS OF OPERATIONS
for the period ended June 30, 2000 and 1999
(Unaudited)
(Stated in US Dollars)
Three months ended June 30, Six months ended June 30,
---------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ - $ 2,931 $ 34,249 $ 2,931
Cost of goods sold ( 1,307) ( 7,630) ( 46,341) ( 7,930)
-------- -------- -------- --------
( 1,307) ( 4,699) ( 12,092) ( 4,999)
General and Administrative
Expenses-Schedule 1 ( 78,573) (153,304) (227,496) (227,436)
-------- -------- -------- --------
Net loss $ ( 79,880) $ (158,003) $ (239,588) $ (282,435)
========== ========== ========== ==========
Basic loss per share $ ( 0.01) $ ( 0.02) $ ( 0.02) $ ( 0.03)
========== ========== =========== ==========
Weighted average shares
outstanding 10,900,106 9,428,535 10,900,106 9,428,535
========== ========= ========== =========
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>
<CAPTION>
SEE ACCOMPANYING NOTES
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period from December 31, 1991 to June 30, 2000
(Unaudited)
(Stated in US Dollars)
<S> <C> <C> <C> <C> <C>
Additional
Paid -in Deficit
Common Stock - Note 4 Shares Amount Capital Accumulated Total
------------ ------ ------ ------- ----------- -----
Balance, December 31,
1991, 1992 and 1993 - $ - $ - $ - $ -
Issued for services
rendered 10,000 10 4,990 - 5,000
Net loss for the year - - - ( 5,000) ( 5,000)
-------- ------- -------- -------- --------
Balance, December 31,
1994, 1995, 1996 and
1997 10,000 10 4,990 ( 5,000) -
Forward stock split,
100 for 1 990,000 990 ( 990) - -
Net loss for the year - - - ( 1,675) ( 1,675)
-------- ------- -------- -------- --------
Balance, December 31, 1998
- as previously reported 1,000,000 1,000 4,000 ( 6,675) ( 1,675)
Prior period adjustment
for legal fees-Note 13 - - - (31,766) (31,766)
-------- ------- -------- -------- --------
Balance, December 31, 1998
-as restated 1,000,000 1,000 4,000 (38,441) (33,441)
Issued for cash:
Private placement - at $0.001 8,000,000 8,000 - - 8,000
Share subscriptions- at $0.60 583,333 583 349,417 - 350,000
- at $0.70 142,857 143 99,857 - 100,000
- at $1.25 100,979 101 126,123 - 126,224
- at $1.35 55,556 56 74,944 - 75,000
- at $3.00 22,000 22 65,978 - 66,000
For services rendered 350,000 350 - - 350
Less: finder's fee - ( 782) (51,718) - (52,500)
Net loss for the year - - - (705,213) (705,213)
-------- -------- -------- -------- --------
Balance, December 31,
1999 10,254,725 9,473 668,601 (743,654) (65,580)
Issued for cash:
Share subscription -at $0.203 738,916 739 149,261 - 150,000
For shares re-priced
to market 110,000 - - - -
For services rendered-at $0.001 100,000 100 - - 100
For settlement of
promissory notes
payable -at $0.136 1,508,214 1.508 203,609 - 205,117
-at $0.200 915,156 915 182,116 - 183,031
Less: issue costs - - (10,363) - (10,363)
Net loss for the period - - - (239,588) (239,588)
-------- ------- -------- --------- --------
Balance, June 30, 2000 13,627,011 $ 12,735 $1,193,224 $ (983,242 $ 222,717
========= ======= ========= ======== ========
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period from December 31, 1991 to June 30, 2000
(Unaudited)
(Stated in US Dollars)
(cont'd)
Additional
Paid -in Deficit
Shares Amount Capital Accumulated Total
------ ------ ------- ----------- -----
Common Shares Subscribed
Shares subscribed - at $1.50 33,333 $ 33 $ 49,967 $ - $ 50,000
Less: finders fees - ( 33) ( 2,467) - 2,500
------- ------- ------- ------- -------
Balance, December 31,
1999 and June 30, 2000 33,333 $ - $ 47.500 $ - $ 47,500
======= ======= ======= ======= =======
Preferred Stock
Balance, December 31, 1998 - $ - $ - $ - $ -
Issued for cash during
the year
Share subscriptions- at $0.01 300,000 300 2,700 - 3,000
------- ------- ------- ------- -------
Balance, December 31,
1999 and June 30, 2000 300,000 $ 300 $ 2,700 $ - $ 3,000
======= ======= ======= ======= =======
SEE ACCOMPANYING NOTES
<PAGE>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 2000 and 1999
(Unaudited)
(Stated in US Dollars)
2000 1999
---- ----
Cash Flow from Operating Activities
Net loss for the year $ ( 239,588) $ ( 282,435)
Add item not using cash
Amortization 6,672 -
( 232,916) ( 282,435)
Adjustment to reconcile net loss to net
cash used in operations
Accounts receivable 6,003 ( 3,471)
Inventory 9,857 ( 5,498)
Prepaid expenses 638 -
Royalty advances - ( 6,897)
Accounts payable 137,036 19,642
Net cash used in operating activities ( 79,382) ( 278,659)
Cash Flow Provided by Investing Activities
Purchase of organization cost ( 146,000) -
Royalty advances ( 140,000) -
Net cash used in investing activities ( 286,000) -
Cash Flow Provided by Financing Activities
Proceeds from promissory notes payable 180,000 -
Issuance of common shares 162,449 278,474
Net cash provided by financing activities 342,449 278,474
Net decrease in cash during the period ( 22,933) ( 185)
Cash and bank overdraft, beginning of year 21,808 -
Bank overdraft, end of period $ ( 1,125) $ ( 185)
Non-cash Transactions - Note 6
SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>
<CAPTION>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES for the
six months ended June 30, 2000 and 1999
(Unaudited)
(Stated in US Dollars)
Three months ended June Six months ended June 30,
------------------------ -------------------------
30,
---
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Accounting and audit fees $ 9,877 $ - $ 9,877 $ -
Advertising 500 10,054 11,756 20,161
Amortization 909 - 6,672 -
Bad debts - - 4,128 -
Bank charges and interest 6,693 830 14,748 3,711
Consulting 18,300 62,997 37,564 97,176
Courier 1,173 2,676 6,028 4,429
Directors' fees - - 3,100 1,000
Dues and subscriptions 122 534 1,122 1,817
Insurance 319 27 638 336
Investor relations 8,310 17,464 28,495 23,915
Legal fees 12,515 6,004 33,176 19,402
License fees - - - 54
Office and general 3,511 6,287 11,204 15,457
Rent 6,027 7,336 12,984 13,425
Telephone 6,067 9,282 16,254 19,104
Travel and entertainment 4,250 21,711 15,087 41,736
Wages and benefits - 8,102 14,663 15,713
---------- ---------- ---------- ----------
$ 78,573 $ 153,304 $ 227,496 $ 277,436
========== ========== ========== ==========
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
WTAA INTERNATIONAL, INC.
(formerly Canadian Cool Clear WTAA, Inc.)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
(Stated in U.S. Dollars)
----------------------
Note 1 Interim Reporting
-----------------
While the information presented in the accompanying interim six months
financial statements is unaudited, it includes all adjustments which
are, in the opinion of management, necessary to present fairly the
financial position, results of operations and cash flows for the
interim periods presented. All adjustments are of a normal recurring
nature. It is suggested that these interim financial statements be read
in conjunction with the company's December 31, 1999 annual financial
statements.
Note 2 Acquisition of Tempus, Inc.
---------------------------
By an agreement dated May 11, 2000, the company acquired 100% of
Tempus, Inc. ("Tempus"), an inactive Wyoming reporting corporation for
total consideration of $146,000. This acquisition was accounted for by
the purchase method of accounting. The company completed a plan of
merger whereby the company was merged with Tempus and the separate
existence of Tempus ceased and the company continued as the surviving
corporation and retained the name "WTAA International, Inc.".
The effect of these transactions is to record organization costs of
$146,000, being the excess of the cost of the purchase of Tempus over
the fair market value of the assets of Tempus. The organisation cost
represents the value of the reporting company status and is being
amortized over 5 years on a straight line basis.
Note 3 Deposit on Investment
---------------------
By an undated agreement, the company paid $100,000 for an option to
purchase 100% of the common shares of California Bottling Company, Inc.
("CBC"), a company with a common director. In consideration of the
transfer of the shares, the company shall pay $3,571,671 and issue
common shares with a value of $1,896,436, valued at one-half of the sum
of:
1. the average closing price for the 10 business days immediately prior
to the date of this agreement; and
2. the average closing price for the 10 business days immediately prior
to the closing, October 22, 1999 provided that the maximum effective
price of the shares shall not exceed $1.50 per share.
The company also advanced to CBC a total of $105,000 as extension fees.
As at January 15, 2000, the option expired. The company has maintained
ongoing discussions with CBC to establish a new agreement. CBC is
holding the $205,000 as a deposit against the future purchase of CBC.
Note 4 Capital Stock
-------------
a) Authorized:
50,000,000 common shares with a par value of $0.001 per share
500,000 non-voting, non-cumulative, non-redeemable preferred shares
with a par value of $0.001 per share
<PAGE>
Note 4 Capital Stock (cont'd)
-------------
b) Commitments:
Share Purchase Options
The following common share purchase options were outstanding at June
30, 2000, granting the holders thereof the right to purchase one
common share for each option held as follows.
Number Exercise Expiry
of Options Price Per Share Date
---------- --------------- ----
Directors 800,000 $0.50 December 31, 2004
1,700,000 $0.20 May 30, 2005
Employees 150,000 $0.50 December 31, 2004
---------
2,650,000
=========
Share Purchase Warrants
The following common share purchase warrants were outstanding at
June 30, 2000, entitling the holders thereof the right to purchase
one common share for each warrant held as follows:
Number of Exercise Expiry
Warrants Price Per Date
-------- Warrant -----
-------
100,000 $0.70 September 21, 2000
71,428 $0.85 December 31, 2000
1,508,214 $0.17 July 31, 2001
457,578 $0.25 May 31, 2002
---------
2,137,220
=========
Restricted Common Stock
Included in common stock are a total of 350,000 shares issued to a
director and employee, of which ownership does not vest to these
individuals until certain performance levels are achieved. As at
June 30, 2000, these performance levels have not been achieved.
Shares Subscribed
On July 26, 1999, a director of the company paid $50,000 to the
company as subscriptions for 33,333 common shares at $1.50 per share
pursuant to a share subscription agreement. The company paid a
finders fee of $2,500 in connection with this financing.
Preferred Share Conversion
The holders of preferred shares have the option to convert 300,000
preferred shares into common shares of the company on the basis of
one preferred share for ten common shares. These options expire
January 31, 2004.
<PAGE>
Note 5 Commitments - Note 4
-----------
i) By an agreement dated March 1, 1999, the company engaged an agent to
provide promotional assistance and secure the endorsements of
specified athletes.
The term of this agreement is to December 31, 2003 and shall
automatically extend to December 31, 2006 unless either party serves
written notice of their intent to conclude this agreement by October
1, 2003.
The company will compensate the agent as follows:
- pay an amount equal to 6% of the company's net sale proceeds from
certain products in the United States and Canada for each
calendar year
Pay royalty compensation as follows:
- not less than $25,000 for the partial year 1999, $50,000 for year
2000, $100,000 for year 2001 and $150,000 for year 2002 and each
additional year during the term of this agreement
ii)By an agreement dated June 15, 1999, the company was appointed an
exclusive agent for the manufacturing and marketing of all Star Trek
bottled water products in North America and throughout the world.
The term of the agreement was three years.
A royalty of 12.5% of all net sales on the first $1,000,000 and then
15.0% of all net sales in excess of $1,000,000 was payable.
The company has been named defendant in a legal action alleging
breach of contract and misrepresentation. Legal counsel to the
company is unable to assess the company's potential liability, if
any, resulting from this action. Any settlement will be reflected as
a charge to income in the year of the settlement. The company has
counter-claimed against the plaintiff for breach of contract.
iii) By an agreement dated March 19, 1999, the company was granted the
non-exclusive, non-assignable right to use certain logos in the
manufacture and sale of bottled water in the United States and
Canada. The term of this agreement is two years terminating December
31, 2001.
The royalty payable is 6.0% of the net sales of the licensed
products bearing the logos.
iv)By an agreement dated October 1, 1999, the company was granted the
exclusive right to the use of a Trademark to market bottled water in
the United States and Canada for a term of 27 months expiring
December 31, 2001.
The royalty rate is 6.5% of net sales. The company must also expend
at least $25,000 for marketing during the term of the agreement.
The company is required to make the following advance royalty
payments:
- $30,000 upon execution of the agreement (paid) - $30,000 on or
before January 31, 2000; and - $30,000 on or before July 31 2000.
The company guarantees minimum total royalty payments of $120,000,
inclusive of the advances, due upon expiration or earlier
termination of the agreement. The company is negotiating the
extension of the January 31, 2000 and the July 31, 2000 $30,000
payments.
<PAGE>
Note 5 Commitments - Note 4 (cont'd)
-----------
v) By an agreement dated December 17, 1999, the company acquired the
exclusive right to manufacture, distribute and market bottled water
products in the United States and Canada for a term of three years
expiring December 31, 2002.
The company agrees to pay $10,000 as a non-refundable, recoupable
advance guarantee against royalties earned through January 31, 2001,
payable as follows:
- $5,000 upon execution of the agreement (paid); and
- $5,000 to be paid no later than January 31, 2000 (paid).
To pay an additional minimum guarantee of $70,000 through the period
ending December 31, 2001 as follows, if unearned in royalties:
Minimum
Guarantee Due
Amounts Date
------- ----
$10,000 No later than June 30, 2000
10,000 No later than September 30, 2000
10,000 No later than December 31,2000
10,000 No later than April 30, 2001
10,000 No later than June 30, 2001
10,000 No later than September 30, 2001
10,000 No later than December 31, 2001
The company is negotiating the extension of the June 30, 2000
$10,000 payment.
The company shall recover, within the three year term of this
agreement, the advanced royalty payment by offsetting royalties
earned against said advances until the advances are recouped and
shall thereafter make royalty payments on a quarterly basis as set
forth herein.
Exclusivity shall only extend to the agreement through year 1,
(2000) if all guarantee payments in the amount of $20,000 are paid
no later than June 30, 2000 or gross sales of licensed products
exceed $250,000 whichever is sooner.
Exclusivity shall only extend to the agreement through years two and
three if gross sales of licensed products for each preceding year
exceeds $500,000.
The company agrees to pay royalties for each unit of the licensed
products as follows:
Royalty Rate Contract Year
------------ -------------
4% of the "Net Wholesale Price" 2000
6% of the "Net Wholesale Price" 2001
7% of the "Net Wholesale Price" 2002
This agreement will automatically be extended for an additional 1
year term with an additional annual guarantee of $50,000 payable as
follows:
- $25,000 due on January 1, of said renewal year; and
- $25,000 due on June 1, of said renewal year at the royalty rate
of 7% of the "Standard Net Price". Exclusivity will continue if
gross sales exceed $700,000 per year during said renewal year.
<PAGE>
Note 5 Commitments - Note 4 (cont'd)
-----------
vi)The company entered into an agreement to acquire the exclusive
non-transferable, non-assignable right to manufacture, distribute
and market bottled water products in the Unites States and Canada
using certain Trademark images as follows:
a) Woody Woodpecker and Friends
i) Guarantee fee - $30,000 payable as follows:
- $25,000 due upon execution of the schedule (paid); and
- $5,000 due on or before December 31, 2001.
ii) Royalty rate - 6% of wholesale price standard
iii) License term - expiring December 31, 2001
iv) Marketing commitment - the company is to spend a minimum 7.5%
of actual sales of the licensed product during the license
term toward marketing programs.
b) Universal Studios Monsters
i) Guarantee fee - $25,000 payable as follows:
- $20,000 due upon execution of the schedule (paid); and
- $5,000 due on or before December 31, 2002.
ii) Royalty rate - 6% of wholesale price standard
iii) License term - expiring December 31, 2002
iv) Marketing commitment - the company is to spend a minimum 7.5%
of actual sales of the licensed product during the license
term toward marketing programs.
c) The Flintstones in Viva Rock Vegas
i) Guarantee fee - $20,000 payable as follows:
- $15,000 due upon execution of the schedule (paid); and
- $5,000 due on or before December 31, 2000.
ii) Royalty rate - 5% of wholesale price standard
iii) License term - expiring December 31, 2000
iv) Marketing commitment - the company is to spend a minimum 7.5%
of actual sales of the licensed product during the license
term toward marketing programs.
<PAGE>
Note 5 Commitments - Note 4 (vi) (cont'd)
-----------
d) Rocky and Bullwinkle and Friends
i) Guarantee fee - $25,000 payable as follows:
- $20,000 due upon execution of the schedule (paid); and
- $5,000 on or before June 30, 2002
ii) Royalty rate - 5% of wholesale price standard
iii) License term - Expiring June 30, 2002
iv) Marketing commitment - the company is to spend a minimum 7.5%
of actual sales of the licensed product during the license
term toward marketing programs.
e) Woody Woodpecker, as used in conjunction with the Team Gordon
Licensing Program
i) Guarantee fee - $30,000 payable as follows:
- $15,000 due upon execution of the schedule (paid); and
- $15,000 on or before December 31, 2001
ii) Royalty rate - 6.5%
iii) License term - Expiring December 31, 2001
iv) Marketing commitment - the company is to spend a minimum 7.5%
of actual sales of the licensed articles during the license
term toward marketing programs.
Note 6 Non-cash Transactions
Investing and financing activities that do not have a direct impact on
cash flows are excluded from the cash flow statement. During the six
months ended June 30, 2000, the following transaction has been excluded
from the statement of cash flows:
- the company issued a total of 2,423,370 common shares upon the
settlement of $388,148 of promissory notes payable.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
Results of Operations for the Quarter Ended June 30, 2000
- ----------------------------------------------------------
The Company incurred $79,880 in general and administrative expenses in the
period in 2000 as compared to $158,003 in general and administration expenses in
the same period in 1999. The company has no revenues in the period in 2000 but
had revenues of $2,931 in 1999. the cost of goods sold was $1,307 in 2000 and
$7,630 in 1999. The Company had a net loss for the period in 2000 of ($79,880)
as compared to a loss of ($158,003) in the period in 1999. The loss per share
for the quarter was ($.01) in 2000 compared to ($.02) in 1999.
Results of Operations for the Six Month Period Ended June 30, 2000
- -------------------------------------------------------------------
The Company had revenue of $34,249 for the six month period ended June 30,
2000 compared to $2,931 in 1999. The cost of goods sold was $46,341 in 2000 and
$7,930 in 1999. The Company incurred general and administrative expenses for the
six month period ended June 30, 2000 of $227,496 compared to $227,436 in general
and administrative expenses in the same period ended June 30, 1999. The Company
incurred a net loss for the six month period ended June 30, 2000 of ($239,588)
as compared to a net loss of ($282,435) for the six month period ended June 30,
1999.
The company loss per share for the six month period was ($.02) in 2000 and
($.03) in 1999.
The trend of operating losses can be expected to continue until and unless
the company acheives significant sales of water or products pursuant to its
business plan.
<PAGE>
(b) Liquidity and Capital Resources. At June 30, 2000, the Company had
minimal cash with which to conduct operations and its other assets were illiquid
and intangible. There can be no assurance that the Company will be able to
complete its business plan without significant capital infusion, by loans or
private placement of securities, none of which is assured. The company will be
seeking private placement funding in the next quarter. As of the end of the
reporting period, the Company had no material cash or cash equivalents. There
was no significant change in working capital during this quarter.
Year 2000 issues "Year 2000 problems" result primarily from the inability
of some computer software to properly store, recall or use data after December
31, 1999. The Company is engaged primarily in organizational and fund raising
activities and accordingly, does not rely on information technology ("IT")
systems. Accordingly the Company does not believe that it will be materially
affected by Year 2000 problems. The Company relies on non-IT systems that may
suffer from Year 2000 problems including telephone systems, facsimile and other
office machines. Moreover, the Company relies on third-parties that may suffer
from Year 2000 problems that could affect the Company's operations including
banks and utilities. In light of the Company's minimal operations, the Company
does not believe that such non-IT systems or third-party Year 2000 problems will
affect the Company in a manner that is different or more substantial than such
problems affect other similarly situated companies. Consequently, the Company
does not currently intend to conduct a readiness assessment of Year 2000
problems or develop a detained contingency plan with respect to Year 2000
problems that may affect the Company or third-parties.
The foregoing is a "Year 2000 Readiness Disclosure" within the meaning
of the Year 2000 Information and Readiness Disclosure Act of 1998.
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
- ------------------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's
registered securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.
Item 3. Defaults Upon Senior Securities.
- ----------------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
(Not applicable)
Item 5. Other Information.
- --------------------------
See 8K filed June 12, 2000 and 8K filed July 12, 2000.
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
8K dated May 11, 2000
8K 12g/3 dated June 12, 2000
8k dated July 12, 2000
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
WTAA INTERNATIONAL, INC.
Date: August 23,2000
/s/Randy Larson
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Randy Larson, President
