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, 2003.
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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.)
2078 Redwood Crest, Vista, California 92083-7340
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (760) 727-8448 Fax number: (760) 598-2611
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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, 20,000,000 shares authorized,
As of March 31, 2003, the issuer had 12,000,000 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, 2003.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Independent Accountant's 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...................... 15
Signatures...................................................... 16
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 . 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, 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
May 3, 2003
Board of Directors
Clinical Trials Assistance Corporation
(a Development Stage Company)
Las Vegas, NV
We have reviewed the accompanying balance sheet of Clinical Trials Assistance
Corporation (a Nevada corporation) (a development stage company) as of March
31, 2003 and the related statements of operations for the three-months ended
March 31, 2003 and for the period April 22, 2002 (Inception) to March 31, 2003,
and statements of cash flows for the three-months ended March 31, 2003 and for
the period April 22, 2002 (Inception) to March 31, 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 my 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.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has had limited operations and has not commenced
planned principal operations. This raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Beckstead and Watts, LLP
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Beckstead and Watts, LLP
4
Clinical Trials Assistance Corporation
(a Development Stage Company)
Balance Sheet
Balance Sheet
(unaudited)
March 31, December 31,
2003 2002
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Assets
Current assets:
Cash $ 11,752 $ 15,909
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11,752 15,909
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$ 11,752 $ 15,909
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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, $0.001 par value,
20,000,000 shares authorized, 12,000,000
shares issued and outstanding 12,000 12,000
Additional paid-in capital 32,600 32,600
(Deficit) accumulated during development stage (32,848) (28,691)
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11,752 15,909
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$ 11,752 $ 15,909
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The accompanying notes are an integral part of these financial statements.
5
Clinical Trials Assistance Corporation
(a Development Stage Company)
Statement of Operations
(unaudited)
For the Three Months Ending March 31, 2003
and For the Period April 22, 2002 (Inception) to March 31, 2003
Statement of Operations
Three Months April 22, 2002
Ending (Inception) to
March 31, March 31,
2003 2003
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Revenue $ - $ 7,200
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Expenses:
Executive compensation - 8,000
General & administrative expenses 4,157 30,448
General & administrative expenses-related party - 1,600
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4,157 40,048
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Net (loss) $ (4,157) $ (32,848)
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Weighted average number of common shares
outstanding - basic and fully diluted 12,000,000 10,417,323
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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.
6
Clinical Trials Assistance Corporation
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
For the Three Months Ending March 31, 2003
and For the Period April 22, 2002 (Inception) to March 31, 2003
Statement of Cash Flows
Three Months April 22, 2002
Ending (Inception) to
March 31, March 31,
2003 2003
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Cash flows from operating activities
Net (loss) (4,157) (28,691)
Non-cash general and administrative expenses - 1,600
Non-cash executive compensation $ - $ 8,000
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Net cash (used) by operating activities (4,157) (19,091)
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Cash flows from investing activities - -
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Cash flows from financing activities
Issuances of common stock - 35,000
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Net cash provided by financing activities - 35,000
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Net increase in cash (4,157) 15,909
Cash - beginning 15,909 -
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Cash - ending $ 11,752 $ 15,909
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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.
7
Clinical Trials Assistance Corporation
(a Development Stage Company)
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, 2002 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.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As at March 31, 2003, the Company
has not recognized revenue to date and has accumulated operating losses of
approximately $32,848 since inception. The Company's ability to continue as a
going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to
further development of the Company's products, to provide financing for
marketing and promotion, to secure additional property and equipment, and for
other working capital purposes. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
8
Clinical Trials Assistance Corporation
(a Development Stage Company)
Notes
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Clinical Trials Assistance Corporation ("CTAC") or ("the Company") is a
development stage company which plans to help physician researchers recruit
appropriate patients to participate in specific clinical research trials
sponsored by the pharmaceutical industry. In helping the investigative sites
to recruit patients for clinical studies, by developing effective recruitment
programs, which enlist patients to participate in the early stages of these
studies, clinical recruitment companies help the pharmaceutical industry
shorten its development cycles and reduce the cost for evaluating new
pharmaceutical products. There are no assurances that the Company will be
able to recruit patients faster than its competition.
Clinical Trials Assistance Corporation plans to help 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. The Company plans to solely focus on patient recruitment for these
clinical 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 not plan to
involve itself with data analysis, regulatory services, quality assurance and
other consultation services. The actual clinical trials are performed at the
investigative sites as approved by the FDA. The Company's business is
currently focused on the U.S. markets.
In order to accomplish these objectives, the Company has established a business
development program with Eugene Boling, MD, a Board Certified Rheumatologist,
located at Boling Clinical Trials ("Boling"), located at 8263 Grove Avenue,
Suite 100, Rancho Cucamonga, CA 91730, who is also a director of the Company.
This business development program is measured by the number of patients enrolled
in Boling's clinical trials. CTAC has participated in recruiting patients for
two separate studies at Boling Clinical Trails, and the Company is in process
of recruiting patients two additional patient studies for Boling Clinical
Trials. The clinical studies included recruitment for an osteoporosis study
and a rheumatoid arthritis study. The Company's best results in the recruitment
of patients for these two studies came from a targeted post card mail program
directed to an older age group, in zip codes adjacent to Boling Clinical Trials.
Once this business development program is complete, the Company can determine
how to best implement its business model.
10
Going Concern - The Company experienced operating losses for the period ended
March 31, 2003. The financial statements have been prepared assuming the
Company will continue to operate as a going concern which contemplates the
realization of assets and the settlement of liabilities in the normal course of
business. No adjustment has been made to the recorded amount of assets or the
recorded amount or classification of liabilities which would be required if the
Company were unable to continue its operations.
Results of Operations
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During the First Quarter ended March 31, 2003, the Company generated no
revenues. This cannot be compared to the same period last year, since the
Company was first incorporated on April 22, 2002. The Company did generate
$7,200 in revenues since its inception. For the Quarter ended March 31, 2003,
the Company incurred a net loss of $4,157. The net loss for the current
Quarter included general and administrative expenses of $4,157. During the
First Quarter, the Company continued to formulate its business development
program. Since the Company's inception on April 22, 2002, the Company has
lost $32,848.
The major components to expenses faced by the company in its day to day
operations includes auditor fees, legal fees, developing databases of potential
patients, based on demographic information, and general administrative expenses.
If the Company becomes profitable, the company will access salaries and
adding 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
a quarterly basis. If or when the company is successful in achieving this
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 does not believe that the Company will be able to generate
significant profit during the coming year, unless the company can develop
a patient recruitment program. Management does not believe the company will
generate any significant profit in the near future, as developmental and
marketing costs will most likely exceed any anticipated revenues.
11
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.
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
---------
The Company currently has one employee who is also an officer and
and director of the Company. The Company does not plan to hire any
additional employees until it can become an profitable entity.
The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.
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Market For Company's Common Stock
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Market Information
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The common stock of the Company is not traded on the NASDAQ OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has
been no trading market to date.
There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.
Dividends
---------
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
--------------------------
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.
13
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
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
14
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
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended, no matters were submitted to the Company's
security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Title of Document
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23 Consent of Experts
99 Certification Pursuant to Title 18, United States
Code, 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, 2003.
15
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: May 12, 2003 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: May 12, 2003 By: /s/ Kamill Rohny
-------------------------
Kamill Rohny
Chief Executive Officer
16
CERTIFICATION
I, Kamill Rohny, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clinical
Trials Assistance Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
May 12, 2003 /s/ Kamill Rohny
------------ ------------------------------------
Kamill Rohny
Chief Executive Officer
Chief Financial Officer
17