FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 22, 2001
WTAA INTERNATIONAL, INC.
(Exact Name of registrant as specified in its chapter)
Florida 000-28847 89145
(State or other jurisdication (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1027 S. Rainbow Blvd., Unit 391
Las Vegas, NV 89145
(Address of principal offices) (Zip Code)
Registrant"s telephone number, including area code (702) 341-6622
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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
Amisano and Hanson an independpent auditor of Vancouver British Columbia
prepared the Company's audited financial statements for fiscal 1999 and resigned
as the Company's auditors in February, 2001. . Grant Thornton of Seattle
Washington have been engaged. During the Company's two most recent fiscal years
ended December 31, 1998 and 1999, and the subsequent interim period preceding
the replacement of Amisano, there were no disagreements with Amisano on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure, or satisfaction of Amisano, would have caused it
to make reference to the subject mater of the disagreements in their report.
There were no "reportable events" as that term is described in Item 304 (a) (1)
(v) of Regulation S-K with respect to the company during the Company's two most
recent fiscal years and the subsequent interim period preceding the resignation
of Amisano.
The reports of Amisano Hanson on the Company's financial statement for the past
two fiscal years did not contain an adverse opinion or disclaimer of opinion and
neither statement was qualified or modified as to uncertainty, audit scope or
accounting principles. However, Amisano's reports for these fiscal years were
modified as to uncertainty with respect to the Company's ability to continue as
a going concern. The change of accountants was approved by the board of
directors of February 7, 2001. Amisano Hanson resigned on February 22, 2001.
Neither firm ahs engaged in the preparation of the Company's financial
statements.
ITEM 5. OTHER EVENTS
On February 7, 2001, the Board of Directors of the Company unanimously resolved
to consolidate the Company's share capital on a 15 old shares for one new share
of the Company's common shares. On February 22, 2001, the Board of Directors of
the Company unanimously resolved a clarifying resolution stating that any
fraction of one share be rounded up to the next integer.
The effect of this is: to reduce the issued and outstanding capital common
shares of the company from 22,777,695 to 1,518,513; to reduce the number of
issued incentive stock options from 2,500,000 to 166,666; and, to reduce the
issued share purchase warrants from 6,804,644 to 453,642. Effective, 2001,
the Company changed its CUSIP number from 92933Q101 to 92933Q200 and its
trading symbol from WTAA to WTIN .
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
1.0 Communication from Silver State Transfer Agent dated February 5, 2001
1.1 Communication from CUSIP Service Bureau dated February 8, 2001
1.2 News Release of WTAA International, Inc. dated February 8, 2001.
1.3 Letter from former Auditor dated February 22, 2001.
Pursuant to the requirement 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: WTAA International, Inc.
By: William McKay
President, Chairman, CEO
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Exhibit 1.0
Silver State Registrar & Transfer Corp.
1785 East Sahara, Suite #190. Las Vegas, Nevada 89109
To Whom it May Concern,
2-5-01
This letter is to confirm that we can and will effect the consolidation of WTAA
International upon receipt of the proper documentation. This would include the
board minutes and resolution specifying the conditions, and details of the
consolidation and the effective date of shareholders of record that will be
affected by this,; action
Sincerely,
By: /s/ T.R Warren
T. R, Warren
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EXHIBIT 1.1
CUSIP SERVICE BUREAU
STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc.
55 Water Street, New York, NY l0041
February 08, 2001
Randy Larson
VTAA INTERNATIONAL, INC.
1027 SOUTH RAINBOW BLVD
LAS VEGAS, NV 89145
Mr. Randy Larson
This is in response to your request for the EXPRESS assignment of a Corporate
CUSIP Number to:
ISSUER : WTAA INTL INC
CUSIP Issuer Number: 92933Q
IMPORTANT NOTICE:
The CUSIP Service Bureau requires that FINAL documentation (i.e. prospectus
or official statement in print or electronic form) be sent to the CUSIP
Service Bureau as soon as it is available. 'Requestor' risks suspension
and/or withdrawal of the CUSIP number(s) without the receipt of final
documentation bv the CUSIP Service Bureau within 10 days of the offering
date.
E-Mail addresses Print documents:
for electronic documents:
Corporate cusip_corp@mgh.com CUSIF Service Bureau
Municipal cusip_muni@mgh.com Standard & Poor's CUSIP Service Bureau
PPN cusip_ppn@mgh.com 55 Water Street, 47th Floor
International cusip_global@mgh.com New York, NY 10041
'Requestor' receives a 10% discount on CUSIP applications made via the
Internet. From the CUSIP home page (wvw.cusip.com), click the CUSIPRequest
button.
Please call me at (212) 438-6565 with any questions.
Sincerely yours,
Gerard Faulkner
Manager
CUSIP Service Bureau
The assignment of a CUSIP number to a particular security by Standard & Poor's
is not intended by Standard & Poor's to be, and should not be construed as, an
endorsement of such security, a recommendation to purchase, sell or hold such
security or an opinion as to the legal validity of such security.
CUSIF Trademark of the Committee on Uniform Security Identification Procedures.
The American Bankers Association.
CUSIP NUMBER ISIN NUMBER ISSUE DESCRIPTION RATE MATURITY
92933Q 20 0 US92933Q2003 COM NEW
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</TEXT>
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EXHIBIT 1.2
WTAA INTERNATIONAL, INC.
OTC B/B: WTIN
.NEWS RELEASE February 8, 2001
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WTAA PROPOSES PLAN OF P.EORGANIZATION
-----------------------------------------
Las Vegas, Nevada: WTAA's Board of Directors have determined that, given current
market conditions, it is in the best interests of the company and its'
shareholders to change the profile of the company by undertaking a
re-organization involving a 'share combination' change of domicile, and a change
in the Board of Directors. The Company is in the process of filing a
notification to the NASE) OTC Bulletin Board, changing is CUSIP number, and will
be filing a Form 8-K disclosing the details of the re-organization. It is
expected that the effective date of this share combination will be February 22,
2001.
The Board therefore announces its intention in the next two weeks to implement a
"share combination" (otherwise known as a "reverse split"), on the basis that up
to fifteen common shares before consolidation shall be consolidated into one
common share after consolidation. The company currently has a total of
24,152,011 common shares issued and paid, which will be reduced to 1,610,134
common shares, post consolidation.
The company's auditors are in the process of preparing the financial statements
for the fiscal year ended December 31, 2000, which will be followed by the
filing of the company's Form IOQ. The company is pleased to report that private
placements were completed with accredited investors prior to year-end, which
funds were used to reduce debts and provide needed working capital for
operations, and management believe the company's financial statements will
reflect a positive cash balance of $202,698 at year-end. The company intends to
raise additional funds from accredited investors by way of private placements in
the month of February, which if successful will introduce an additional $1.0
million into the company for working capital and planned marketing expenditures.
The Board intends to change its' registered domicile from Florida to Delaware,
to take advantage of a more favorable corporate code, and to minimize corporate
taxation. Concurrently, the Board intends to move its operational headquarters
from Nevada to Texas so as to operate more effectively within the bottled water
industry at a more senior level.
The company is also pleased to announce the addition of Mr. Larry Shaben to the
Board, replacing Mr. Randy Larson. Mr. Shaben is an entrepreneur with
considerable experience in corporate development and governmental affairs. From
1975 through 1989, he held various cabinet positions with the Alberta Provincial
Government, including Ministry of Utilities and Telephones, Ministry of Housing,
and Ministry of Economic Development. Mr. Shaben is the President of Shaben
World Enterprises Ltd, which provides consulting services to the retail and
distribution industries. He sits on several important Boards, including Canadian
Utilities Limited, and offers broad experience to the Board of WTAA.
WTAA INTERNATIONAL, INC. (pronounced 'WA-TAH') is poised to become a leading
force within the North American bottled water and licensing industries. The
company has developed an exciting marketing program for distributing its license
and custom label small packaged bottled water products, and has a plan to
consolidate 5.0-gallon home and office bottled water companies throughout
Western North America.
For Investor Relations, contact Tim Mason at Investor Solutions Group Inc.
Telephone: (877) 280-WTAA (9822) Fax: (800) 676-0067
Email: info@wtaa.com Website: www.wtaa.com
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NOTE: Safe Harbor for Forward-Looking Statements
Except for historical information contained herein, the statements in this news
release are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties that may cause the
company's actual results in the future periods to differ materially from
forecasted results: whether the estimated cash position for its year-end
accounts is accurate; whether the additional private placements will occur; and
whether WTAA will become a leading force in the bottled water and licensing
industries. These risks and uncertainties include, among other things,
volatility of prices, product demand, market compensation, and risks inherent in
the company's international operations.
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Exhibit 1.3
TERRY AMISANO LTD.
KEVIN HANSON, CA AMISANO HANSON
CHARTERED ACCOUNTANTS
February 22, 2001
United Stated Securities
And Exchange Commission
Washington DC
USA 20549
Dear Sir/Madame:
RE: WTAA INTERNATIONAL, INC. (THE "COMPANY")
We confirm that we resigned as the Independent Accountants for the Company
in February of 2001.
There were no adverse opinions or disclaimers of opinion, no modifications
as to uncertainties, audit scope or accounting principles in the Company's
past two years.
There were no disagreements between ourselves and the Company with respect
to accounting principles or practice, financial statement disclosure, or
auditing scope or procedure.
We provide this letter to you in accordance with Regulation S-B Section
304(a) of the Securities Act of 1934.
We trust that this information is satisfactory.
Yours truly,
AMISANO HANSON
By: /s/ Kevin Hanson
Kevin R. Hanson, C.A.
SUITE 750 WEST PENDER STREET
TELEPHONE (604) 689-0188
VANCOUVER CANADA
FACSIMILE (604 ) 689-9773
VGC2T7
E-MAIL: amishan@telus.net |
