U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2004.
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-50095
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Clinical Trials Assistance Corporation
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(Exact name of small business issuer as specified in its charter)
Nevada 27-0009939
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31 N. Second Street, Suite 250, San Jose, CA 95113
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (408) 938-1000 Fax number: (408) 947-1816
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Check whether the issuer (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 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common Stock, $0.001 par value per share, 70,000,000 shares authorized,
as of March 31, 2004, the issuer had 36,000,000 shares of common
stock outstanding. Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, none issued nor outstanding as of March 31, 2004.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Independent Accountants' Review Report............... 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited)................. 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-9
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 10
Item 3. Controls and Procedures.............................. 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 15
Item 2. Changes in Securities and Use of Proceeds............ 15
Item 3. Defaults upon Senior Securities...................... 15
Item 4. Submission of Matters to a Vote
of Security Holders................................. 15
Item 5. Other Information..................................... 15
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended March 31, 2004. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented. The unaudited
financial statements of registrant for the three months ended March 31, 2004,
follow.
3
Beckstead and Watts, LLP
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Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Clinical Trials Assistance Corporation
We have reviewed the accompanying balance sheet of Clinical Trials Assistance
Corporation (a Nevada corporation) as of March 31, 2004 and the related
statements of operations for the three-months ended March 31, 2004 and 2003,
and statements of cash flows for the three-months ended March 31, 2004 and
2003. These financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying financial statements referred to above for
them to be in conformity with generally accepted accounting principles in the
United States of America.
Beckstead and Watts, LLP has previously audited, in accordance with generally
accepted auditing standards, the balance sheet of Clinical Trials Assistance
Corporation as of December 31, 2003, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in our report dated January 16, 2004, we expressed an unqualified
opinion on those financial statements.
Beckstead and Watts, LLP
May 14, 2004
4
Clinical Trials Assistance Corporation
Balance Sheet
(unaudited)
Balance Sheet
March 31,
2004
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Assets
Current assets:
Cash $ 36,403
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36,403
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$ 36,403
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Liabilities and Stockholders' Equity
Current liabilities: $ -
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Stockholders' equity:
Preferred stock - Series A, $0.001 par value, 2,000,000 shares
authorized, no shares issued and outstanding -
Preferred stock - Series B, $0.001 par value, 2,000,000 shares
authorized, no shares issued and outstanding -
Preferred stock - Series C, $0.001 par value, 1,000,000 shares
authorized, no shares issued and outstanding -
Common stock - Class A, $0.001 par value, 70,000,000 shares
authorized, 36,000,000 shares issued and outstanding 36,000
Additional paid-in capital 26,600
Retained earnings (26,197)
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36,403
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$ 36,403
=========
The accompanying notes are an integral part of these financial statements.
5
Clinical Trials Assistance Corporation
Statements of Operations
(unaudited)
Statements of Operations
Three Months Ending
March 31,
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2004 2003
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Revenue $ 7,375 $ -
Cost of services 1,941 -
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5,434 -
Expenses:
Other executive compensation 26,000 -
General & administrative expenses 8,650 4,157
General & administrative expenses - related party 600 -
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35,250 4,157
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Net (loss) $ (29,816) $ (4,157)
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Weighted average number of common shares
outstanding - basic and fully diluted 36,000,000 36,000,000
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Net (loss) per share - basic and fully diluted $ 0.00 $ (0.00)
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The accompanying notes are an integral part of these financial statements.
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Clinical Trials Assistance Corporation
Statements of Cash Flows
(unaudited)
Statements of Cash Flows
Three Months Ended
March 31,
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2004 2003
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Cash flows from operating activities
Net (loss) (29,816) (4,157)
Adjustments to reconcile net (loss)
provided by (used in) operating activities:
Donated capital
Non-cash general and administrative expenses 600
Non-cash executive compensation 3,000
Changes in:
Increase in accounts payable - -
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Net cash provided (used) by operating activities (26,216) (4,157)
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Cash flows from financing activities
Issuances of common stock - -
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Net cash provided by financing activities - -
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Net increase in cash 53,665 46,710
Cash - beginning 62,619 15,909
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Cash - ending $ 36,403 $ 62,619
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Supplemental disclosures:
Interest paid $ - $ -
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Income taxes paid $ - $ -
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The accompanying notes are an integral part of these financial statements.
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Clinical Trials Assistance Corporation
Notes
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, 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 pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2003 and
notes thereto included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim reports.
On March 8, 2004, the Company filed a "Certificate of Amendment of the Articles
of Incorporation" of Clinical Trials Assistance Corporation, whereby increasing
the authorized shares of common stock from 20,000,000 to 70,000,000.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Revenue recognition
Clinical Trials Assistance Corporation helps physician researchers recruit
appropriate patients to participate in specific clinical research trials
sponsored by the pharmaceutical industry. The Company recognizes revenue as it
invoices its customers (physician researchers) on a "completed contract basis"
based on the number of patients it generates to call the research center for an
appointment to participate in a clinical study. Costs are recognized upon
completion of the of the contracted recruitment campaign in order to match
revenue generated from the campaign. For the three months ended March 31,
2004, the Company recognized a total of $7,375 in revenue.
Note 3 - Stockholders' equity
On March 8, 2004, the Company effectuated a 3-for-1 forward stock split for all
shareholders as of that date. All share and per share amounts have been
retroactively restated to reflect the 3-for-1 forward stock split. The
resulting common stock issued and outstanding is 36,000,000.
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Clinical Trials Assistance Corporation
Notes
Note 4 - Related party transactions
An officer of the Company provides the Company with 120 square feet of office
space. The estimated fair market value of the office space is valued at $2,400
per year. Total occupancy expense included in general and administrative
expenses - related party is $600 for the period ended March 31, 2004. The
offsetting accounting entry is included in "paid-in capital" since the officer
does not expect to be reimbursed for the office space.
An officer of the Company agreed to take no salary until the Company can
generate enough revenues to support salaries on a regular basis. The estimated
fair market value of the services rendered is valued at $12,000 per year.
Total officer compensation expense is $3,000 for the period ended March 31,
2004. The offsetting accounting entry is included in "paid-in capital" since
the officer does not expect to be compensated until the Company can generate
enough revenues to support salaries on a regular basis.
An officer of the Company received additional compensation of cash in the
amount of $23,000 for the period ended March 31, 2004.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Clinical Trials Assistance Corporation ("CTAL") or ("the Company") since its
acquisition of IT&E International is a provider of clinical and regulatory
services to companies in the pharmaceutical and biotechnology industries.
Through its pre-clinical and clinical business segments, the Company offers a
broad range of drug development services, including laboratory and
manufacturing validation, and clinical studies development services. Clinical
Trials utilizes industry experts, combined with a network of associates, who
provide insight into the latest FDA regulatory information and interpretation.
The Company's Clinical Affairs provides pharmaceutical and biotechnology
companies with consulting services which focus on Medical Review, Study Design,
Protocol Development, Clinical Data Management, Clinical Research,
Biostatistics, Statistical Programming and Analysis, Medical Writing and
Coding, and Specialized Information Technology Development.
Further, the Company helps physician researchers find patients for ongoing
clinical studies. These clinical trials would be conducted in a physician's
office, hospital setting, or private clinic, who have separately contracted
with a major pharmaceutical Company or U.S. Government agency to test
developmental pharmaceutical products, which have been approved by the Food
and Drug Administration ("FDA") for testing in humans. In some case, the
pharmaceutical companies themselves conduct clinical research studies.
Said differently, the Company helps these researchers find patients for on-going
studies. The researchers screen and evaluate whether these patients qualify for
these studies. The Company does provide consultation services to physicians
upon request. This consultation service includes, but is not limited to
helping research centers screen and retain patients more effectively. The
actual clinical trials are performed at the investigative sites as approved
by the FDA.
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Results of Operations
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During the three months ended March 31, 2004, the Company recognized a total
of $7,375 in revenues versus no revenues for the same period last year. It
is difficult to compare these figures to the same period last year, since the
Company was first incorporated on April 22, 2002. For the three months ended
March 31, 2004, the Company generated $7,375 in revenues with cost of services
of $1,941, and total expenses of $35,250. For the three months ended March 31,
2004, the Company had a net loss of $29,816 versus a net loss of $4,157 for
the same period last year. The increase in net loss was due to other
executive compensation of $26,000.
The major components to expenses faced by the company in its day to day
operations includes developing databases of potential patients, based on
demographic information, mailing programs and general administrative expenses.
If the Company can maintain its profitability, the company will access salaries,
rent, reimbursement for travel expenses and add additional personnel to the
payroll. Management intends to continue minimize costs until such a time in its
discretion it believes expansion would be prudent. One element in making this
determination is positive cash flow on continuous quarterly basis. If or when
the company is successful in achieving this continuous quarterly positive cash
flow, it is likely that the company will consider expanding its personnel which
will increase costs.
Plan of Operation
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Management believes that the Company has enough funds to sustain itself for
the remainder of the calendar year 2004. Management is in the process of
seeking other businesses to acquire so that it can expand its operations.
Liquidity and Capital Resources
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On April 30, 2002, the Company issued ten million (10,000,000) shares of
its $0.001 par value Common Stock for cash of $10,000, purchased by Mr.
Kamill Rohny, President and founder of the Company.
On September 30, 2002, Clinical Trials completed a private offering of shares
of our common stock pursuant to Regulation D, Rule 504 of the Securities Act of
1933, as amended, and the registration by qualification of said offering in the
State of Nevada, whereby Clinical Trials sold 2,000,000 shares of Common Stock
to approximately 46 unaffiliated shareholders of record, none of whom were or
are officers, directors or affiliates of the Company.
At the Company's annual shareholder meeting held on March 5, 2004, the
shareholders of the Company approved a three-for-one forward stock split.
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On April 14, 2004, CTAL entered into a Acquisition Agreement and Plan of Merger
to acquire IT&E International in exchange for 11,000,000 Common Shares of the
Registrant's common stock which were issued to the holders of IT&E International
stock and 2,820,000 preferred shares. Immediately after the Acquisition was
consummated and further to the Agreement, Kamill Rohny, the then controlling
stockholder of CTAL, cancelled 28,000,000 shares of CTAL's Common Stock held by
him. Therefore, as of April 14, 2004, CTAL has 19,000,000 Common Shares issued
and outstanding.
The Company could be required to secure additional financing to fully implement
its entire business plan. There are no guarantees that such financing will be
available to the Company, or if available, will be on terms and conditions
satisfactory to management.
The Company does not have any preliminary agreements or understandings between
the company and its stockholders/officers and directors with respect to loans
or financing to operate the company. The Company currently has no arrangements
or commitments for accounts and accounts receivable financing.
The Company has no current commitments or other long-term debt. Additionally,
the Company has and may in the future invest in short-term investments from
time to time. There can be no assurance that these investments will result in
profit or loss.
Employees
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With the acquisition of IT&E International, the Company employs 21-22 staff
employees and utilizes the services of approximately 90 outside consultants who
work as independent contracts for IT&E. The Company has three executive
officers.
Market For Company's Common Stock
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Market Information
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The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "CTAL." There has been no trading activity in the Common Stock.
There are no assurances any trading activity will take place in the future
for the Company's Common Stock.
The Company did not repurchase any of its shares during the first quarter
of the fiscal year covered by this report.
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Dividends
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Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
Forward-Looking Statements
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This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of
historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which
are beyond the control of the Company.
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This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those projected in the forward-looking
statements as a result of various factors. Factors that could adversely
affect actual results and performance include, among others, the Company's
limited operating history, dependence on continued growth in the irrigation
industry, potential fluctuations in quarterly operating results and expenses,
government regulation dealing with irrigation systems, technological change
and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
On April 14, 2004, CTAL entered into a Acquisition Agreement and Plan of Merger
to acquire IT&E International in exchange for 11,000,000 Common Shares of the
Registrant's common stock which were issued to the holders of IT&E International
stock and 2,820,000 preferred shares. Immediately after the Acquisition was
consummated and further to the Agreement, Kamill Rohny, the then controlling
stockholder of CTAL, cancelled 28,000,000 shares of CTAL's Common Stock held by
him. Therefore, as of April 14, 2004, CTAL has 21,000,000 Common Shares issued
and outstanding.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company's annual shareholder meeting was held on March 5, 2004. The
following proposals were submitted to a vote and approved by, the Company's
shareholders. At the Meeting, Eleven Million One Three Hundred Ninety-nine
Thousand Three Hundred Fifty shares were present and voted in favor of each
of the following proposals. The results were tabulated and certified by
Thomas C. Cook, Esq., the corporation's special counsel. This represents
94.9% of the 12,000,000 issued and outstanding shares. No votes were cast
against any proposal and no broker non-votes were received.
Proposal 1. Increase the number of the Company's authorized Common Shares,
from twenty million (20,000,000) to seventy million (70,000,000)
shares; (A copy of the Company's Amended Articles were filed
with the Commission, on March 22, 2004 with the Annual Report on
Form 10-KSB.)
Proposal 2. Election of two Directors;
Proposal 3 Forward Split the Common Stock three-for-one;
Proposal 4. Approval of Warrant Issuance;
Proposal 5. Ratification of Beckstead and Watts, LLP as independent auditors.
ITEM 5. Other Information
None.
15
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Title of Document
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31.1 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
b) Reports on Form 8-K
The Company did not file any Current Reports on Form 8-K for the Quarter ended
March 31, 2004.
Subsequent Reports:
The Company filed a Current Report dated April 14, 2004, pursuant to Item 1
("Changes in Control of Registrant"); Item 2 ("Acquisition or Disposition of
Assets"); Item 5 ("Other Events"); and, Item 7. ("Exhibits"), entitled
"Acquisition Agreement and Plan of Merger."
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Clinical Trials Assistance Corporation
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(Registrant)
Dated: April 14, 2004 By: /s/ Kamill Rohny
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Kamill Rohny
Chief Executive Officer
Chief Financial Officer
CLINICAL TRIALS ASSISTANCE CORPORATION
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CLINICAL TRIALS ASSISTANCE CORPORATION
Date: April 14, 2004 By: /s/ Kamill Rohny
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Kamill Rohny
Chief Executive Officer
17