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 September 30, 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 92081-7340
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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 September 30, 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 September 30, 2003.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 3
Statements of Operations (unaudited)................. 4
Statements of Cash Flows (unaudited)................. 5
Notes to Financial Statements........................ 6
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 7
Item 3. Controls and Procedures.............................. 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 12
Item 2. Changes in Securities and Use of Proceeds............ 12
Item 3. Defaults upon Senior Securities...................... 12
Item 4. Submission of Matters to a Vote
of Security Holders................................. 12
Item 5. Other Information..................................... 12
Item 6. Exhibits and Reports on Form 8-K...................... 12
Signatures...................................................... 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
Clinical Trials Assistance Corporation
Balance Sheet
Balance Sheet
(unaudited)
September 30,
2003
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Assets
Current assets:
Cash $ 69,574
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69,574
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$ 69,574
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 19,907
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$ 19,907
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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, $0.001 par value,
20,000,000 shares authorized, 12,000,000 shares issued
and outstanding 12,000
Additional paid-in capital 32,600
Net income 5,067
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49,667
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$ 69,574
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The accompanying notes are an integral part of these financial statements.
3
Clinical Trials Assistance Corporation
Statement of Operations
(unaudited)
Statement of Operations
For the Nine April 22, 2002
Months Ended (Inception) to For the Three
------------ -------------- Months Ended
September 30, September 30,
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2003 2002 2003 2002
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Revenue $ 190,132 $ 7,200 $ 60,105 $ 7,200
Cost of services 43,286 - 13,778 -
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146,846 7,200 46,327 7,200
Expenses:
General &
administrative
expenses 113,088 13,967 97,955 2,588
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113,088 13,967 97,955 2,588
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Net income (loss) $ 33,758 $ (6,767) (51,628) $ 4,612
============ =============== ============== ==============
Weighted average
number of
common shares
outstanding -
basic and fully
diluted 12,000,000 10,000,000 10,000,000 2,002,963
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Net income (loss)
per share -
basic and fully
diluted $ 0.00 $ (0.00) $ 0.00 $ (0.00)
============ =============== ============= ===============
The accompanying notes are an integral part of these financial statements.
4
Clinical Trials Assistance Corporation
Statement of Cash Flows
(unaudited)
Statement of Cash Flows
For the Nine Months Ended
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September 30,
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2003 2002
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Cash flows from operating activities
Net income 33,758 4,612
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Increase in accounts payable 19,907 -
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Net cash (used) by operating activities 53,665 4,612
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Cash flows from financing activities
Issuances of common stock - 15,000
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Net cash provided by financing activities - 15,000
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Net increase in cash 53,665 19,612
Cash - beginning 15,909 -
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Cash - ending $ 69,574 $ 3,620
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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.
5
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, 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 - 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 nine months ended September 30,
2003, the Company recognized a total of $190,132 in revenue.
Note 3 - Related party transactions
Office services are provided 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 ("CTAL") 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 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. 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. 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. The Company's
business is currently focused on the U.S. markets.
In order to accomplish these objectives, the Company established a business
development program with Eugene Boling, MD, a Board Certified Rheumatologist,
located at Boling Clinical Trials ("BCT"), located at 8263 Grove Avenue,
Suite 100, Rancho Cucamonga, CA 91730, who is also a director of the Company.
Through the Third Quarter ended September 30, 2003, the Company had the
opportunity to expand its business recruitment activities at 27 clinical
trials centers throughout the U.S. Most of the Company's business came
through word-of-mouth referrals from medical centers conducting clinical
trials for osteoporosis and arthritis studies.
7
Results of Operations
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During the nine months ended September 30, 2003, the Company recognized a total
of $190,132 in revenues. 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 nine months ended September 30, 2003, the Company generated $190,132 in
revenues with cost of services of $43,286, general and administrative expenses
of $113,088 with a net income of $33,758.
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 2003. Management is still in the process of
developing its business plan in seeking recruitment methodologies to recruit
patients for other disease states than osteoporosis and arthritis. Management
is exploring the patient recruitment of hypertension and diabetes patients.
Management currently anticipates that the month of December, 2003, will
represent its lowest volume month. Many clinical trials are postponed during
the holiday season, as patients pursue holiday endeavors, rather than
participate in a clinical study.
8
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
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The Company currently has two employees who are also an officers and directors
of the Company. The Company does not plan to hire any additional employees
until it can become an profitable entity on a consistent basis.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
9
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." A limited market exists for the trading of the Company's
common stock. 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.
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
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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.
10
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.
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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
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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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
September 30, 2003.
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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: November 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: November 12, 2003 By: /s/ Kamill Rohny
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Kamill Rohny
Chief Executive Officer
13