UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14(a)-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
Clinical Trials Assistance Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CLINICAL TRIALS ASSISTANCE CORPORATION
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
[date], 2003
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TO THE SHAREHOLDERS OF CLINICAL TRIALS ASSISTANCE CORPORATION:
The 2003 Annual Meeting of Shareholders of Clinical Trials Assistance
Corporation will be held at 10:00 a.m. local time on [date], 2003, at the Law
Offices of Thomas C. Cook located at 4955 South Durango, Suite 214, Las Vegas,
NV 89113. The following notice of meeting identifies each business items for
your action. These items and the vote the Board of Directors recommends are:
ITEM RECOMMENDED VOTE
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1. Increase the number of the Company's authorized
Common Shares, from twenty million (20,000,000) to
seventy million (70,000,000) shares; FOR
2. Election of two Directors FOR
3 Forward Split the Common Stock three-for-one FOR
4. Approval of Warrant Issuance FOR
5. Ratification of Beckstead and Watts, LLP as independent auditors FOR
6. To transact any other business which may properly come before
the meeting and any adjournments or postponements thereof.
Only shareholders of record shown on the books of the Company at the close
of business on [date], 2003, will be entitled to vote at the meeting
or any adjournment thereof. Each shareholder is entitled to one vote per
share on all matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, please sign, date and return your proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing
and returning your proxy will help avoid further solicitation expense to the
Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.
/s/
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Kamill Rohny
President
Dated: [date], 2003
Vista, California
1
CLINICAL TRIALS ASSISTANCE CORPORATION
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD [date], 2003
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INTRODUCTION
Your proxy is solicited by the Board of Directors of Clinical Trials
Assistance Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held on [date], 2003, and at any adjournment
thereof, for the purposes set forth in the attached Notice of Annual
Meeting.
The cost of soliciting Proxies, including preparing assembling and mailing
the Proxies and soliciting material, will be borne by the Company. Directors,
officers, and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally, by telephone or
electronic communication including facsimile and electronic mail.
Any shareholder giving a Proxy may revoke it at any time prior to its use
at the Meeting by giving written notice of such revocation to the Secretary or
other officer of the Company or by filing a new written proxy with an officer
of the Company. Personal attendance at the Meeting is not, by itself,
sufficient to revoke a Proxy unless written notice of the revocation or a
subsequent Proxy is delivered to an officer before the revoked or superseded
Proxy is used at the Meeting.
Proxies not revoked will be voted in accordance with the choice specified
by means of the ballot provided on the proxy for that purpose. Proxies which
are signed but which lack any such specification will, subject to the
following, be voted in favor of the proposals set forth in the Notice of the
Meeting and in favor of the number and slate of directors proposed by the
Board of Directors and listed herein. If a shareholder abstains from voting
as to any matter, then the shares held by such shareholder shall be deemed
present at the Meeting for purposes of determining a quorum and for purposes
of calculating the vote with respect to such matter, but shall not be deemed
to have been voted in favor of such matter. Abstentions, therefore, as to any
proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instruction by
the beneficial holder of the shares and lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the Meeting for purposes of
determining a quorum but shall not be deemed to be represented at the Meeting
for purposes of calculating the vote required for approval of such matter.
The mailing address of the Company's principal executive office is 2078 Redwood
Crest, Vista, California 92081-7340. The Company expects that this Proxy
Statement and the related Proxy and Notice of the Annual Meeting will first
be mailed to the shareholders on or about [date], 2003.
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VOTING RIGHTS AND REQUIREMENTS
VOTING SECURITIES
The Board of Directors of the Company has fixed [DATE], 2003 as the record
date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on [DATE], 2003, 12,000,000
shares of the Company's Common Stock, par value $0.001 per share, were issued
and outstanding. Such Common Stock is the only outstanding class of stock of
the Company. Each holder of the Company's common stock are entitled to one
vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is noncumulative,
which means that the holder of fifty percent (50%) of the shares voting for
the election of the directors can elect all the directors.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
corporate counsel, Thomas C. Cook, Esq., who has been appointed prior to the
Annual Meeting. He will also determine whether a quorum is present. In the
event of any abstentions or broker non-votes with respect to any proposal coming
before the Annual Meeting, the proxy will be counted as present for purposes of
determining the existence of a quorum. Abstentions and broker on-votes
typically will not be counted for purposes of approving any of the matters to
be acted upon at the Annual Meeting. A broker non-vote generally occurs when a
broker or nominee who holds shares in street name for a customer does not have
authority to vote on certain non-routine matters because its customer has not
provided any voting instructions on the matter. Therefore, abstentions and
broker non-votes generally have no effect under Nevada law with respect to the
election of directors or other matters requiring the approval of only a majority
of the shares of Common Stock present and voting at the meeting.
REVOCABILITY OF PROXY
You may revoke your proxy at any time prior to the start of our annual meeting
in three ways:
1. by delivering a written notice of revocation to Mr. Kamill Rohny, the Chief
Executive Officer of our company, at 2078 Redwood Crest, Vista, California
92081-7340;
2. by submitting a duly executed proxy bearing a later date; or
3. by attending our annual meeting and expressing the desire to vote your
common shares in person (attendance at our special meeting will not in and
of itself revoke a proxy).
DISSENTERS - RIGHTS OF APPRAISALS
Under Nevada law, shareholders of our common stock are not entitled to
dissenter's rights of appraisal with respect to our proposals.
3
QUORUM
The presence at the Annual Meeting of the holders of a number of shares of
our Common Stock, and proxies representing the right to vote shares of our
Common Stock, in excess of one-half of the number of shares of our Common
Shares outstanding as of the record date will constitute a quorum for
transacting business.
VOTE REQUIRED
We are required to obtain the affirmative vote of at least a majority of
the voting shares that are present or represented at the meeting in order
to effect the shareholder approvals described herein.
Mr. Kamill Rohny, the Company founder, Director and CEO directly owns
10,000,000 shares, or 83% of the common stock eligible to vote on the approval
of the proposals in the proxy statement. Mr. Rohny has advised the Company
that he intends to vote his shares in favor for each of the the Proposals set
forth in this Proxy Statement. Since the number of shares of common stock held
or controlled by these this one shareholder represents a majority of the votes
that may be cast at the Annual Meeting, and that his vote will mean that his
vote will satisfy the quorum and majority vote requirements needed to effect
the proposals.
BOARD RECOMMENDATIONS - INSIDERS' INTENT TO VOTE IN FAVOR
Our board has determined to amend the Company's articles to the increase the
number of authorized shares, the election of two Directors, approve a three
for one forward stock split, approval of the issuance of warrants and the
ratification of the Company's auditor are in the best interests of the company
and our shareholders. Accordingly, the board has unanimously approved the
proposals and recommends that the shareholders who choose to attend the
meeting vote in favor of these matters as well.
4
MATTERS TO BE ACTED UPON
INCREASE NUMBER OF AUTHORIZED SHARES
(PROPOSAL 1)
INTRODUCTION
AMENDMENT TO THE ARTICLES OF INCORPORATION OF
THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED COMMON STOCK
Our board of directors approved the increase in the authorized number of
common shares so that additional shares will be available for issuance for
general corporate purposes, including financing activities, without the
requirement of further action by our shareholders. Potential uses of
additional authorized shares may include public or private offerings,
acquisition transactions and other general corporate purposes. Increasing the
authorized number of shares of our common stock will give us greater
flexibility and will allow us to issue additional common shares in most cases
without the expense of delay of seeking shareholder approval. Our company is
at all times investigating additional sources of financing which our board of
directors believes will be in our best interests and in the best interests of
our shareholders. We do not currently have any plans, proposals, agreements
or understandings, written or otherwise, for any transaction that would require
the issuance of additional shares of common stock. Our common shares carry no
pre-emptive rights to purchase additional shares. The adoption of the
amendment to our Articles of Incorporation will not of itself cause any
changes in our capital accounts.
The board of directors has unanimously adopted the following resolution,
subject to shareholder approval, amending the Company's Articles of
Incorporation to increase the number of shares of Common Stock from twenty
million (20,000,000) shares to seventy million (70,000,000) shares:
"RESOLVED, that the first paragraph of Article IV of the Articles of
Incorporation be amended to read as follows:
"4. Authorized Shares:
The total authorized capital stock of the corporation shall be as
follow:
Seventy Million (70,000,000) shares of Class A Common Stock of the
Par Value of $0.001 all of which shall be entitled to voting power.
Two million (2,000,000) authorized Series A Preferred Shares with
a par value of $0.001 and such other terms as determined by the board
of Directors of the corporation prior to their issuance. Each Series A
Preferred Share shall have voting rights and shall carry a voting weight
equal to ten (10) Common Shares. Each Series A Preferred Share may be
converted into ten (10) Common Shares upon approval by the Board of
Directors of the corporation.
5
Two million (2,000,000) authorized Series B Preferred Shares with
a par value of $0.001 per share and such other terms as may be determined
prior to their issuance by the Board of Directors. Each Series B
Preferred Share shall have voting rights and shall carry a voting weight
equal to two (2) Common Shares. Each Series B Preferred Share may be
converted into two (2) Common Shares upon approval by the Board of
Directors.
One million (1,000,000) authorized Series C Preferred Shares with
a par value of $0.001 per share and such other terms as may be
determined by the Board of Directors prior to their issuance. No
Series C Preferred Share shall have voting rights."
If the proposed amendment is adopted by the shareholders, the Company plans
to file a Certificate of Amendment to the Articles of Incorporation amending
Article IV as described above, with the Nevada Secretary of State, to be
effective as soon as practicable following the meeting.
Possible Effects of the Proposed Amendment to the Certificate of Incorporation.
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If the Company's shareholders approve the proposed amendment to the Articles of
Incorporation, the Board of Directors may authorize the issuance of additional
shares of Common Stock without further approval of the Company's shareholders,
except as may be required in certain cases by the Company's charter documents or
applicable law or regulations. Under the Company's Articles of Incorporation,
the Company's shareholders do not have preemptive rights to subscribe to
additional securities which may be issued by the Company, which means that
current shareholders do not have a prior right to purchase any new issue of
capital stock of the Company in order to maintain their proportionate ownership
of the Common Stock. Furthermore, if the Board elects to issue additional
shares of Common Stock or securities convertible into or exercisable for shares
of Common Stock, such issuance could have a dilutive effect on the voting power
and earnings per share of existing shareholders. In addition, the increase in
the number of authorized shares of Common Stock could have an anti-takeover
effect. For example, if the Board issues additional shares in the future, such
issuance could dilute the voting power of a person seeking control of the
Company, thereby rendering more difficult a merger, tender offer, proxy contest
or an extraordinary transaction opposed by the Board of Directors. As of the
date of this proxy statement, the Board is not aware of any attempt or plan to
obtain control of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT THE INCREASE IN AUTHORIZED COMMON STOCK.
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ELECTION OF DIRECTORS
(PROPOSAL 2)
GENERAL INFORMATION
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director, pursuant to our Bylaws, shall
serve for a term of two years and until his successor is duly elected and
qualified. All of the nominees are members of the present Board of Directors.
If any of the nominees should be unable to serve as a director by reason of
death, incapacity or other unexpected occurrence, the Proxies solicited by
the Board of Directors shall be voted by the proxy representatives for such
substitute nominee as is selected by the Board, or, in the absence of such
selection, for such fewer number of directors as results from such death,
incapacity or other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
Board Member
Name Age Position Since
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Kamill Rohny 67 Chairman of the Board April, 2002
President, CEO, CFO
Secretary
Eugene P. Boling, M.D. 53 Director Nov., 2002
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Nominated Directors
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Work Experience
Kamill Rohny, Director, President, CEO/CFO, Secretary
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Kamill Rohny had 32-years of service (December, 1969 through February, 2002)
with Procter & Gamble Pharmaceuticals (formerly known as Norwich Eaton
Pharmaceuticals). He voluntarily retired from the Company in February,
2002.
7
While at Procter and Gamble Pharmaceuticals, Kamill Rohny was a Regional
Scientific Manager of the Professional Scientific Organization of Procter &
Gamble Pharmaceuticals, leading and executing educational and clinical
research projects, disseminating scientific data to national and regional
physician thought leaders, in one-on-one and group settings. This resulted
in the education of current and future treatment modalities.
Key strategies and activities included but were not limited to, working with
clinical research departments in identifying investigators, clinical research
centers, including site assessment and pre-study visits and served as a
conduit for handling independent research proposals.
During his last year at Procter and Gamble Pharmaceuticals, Mr. Rohny designed,
tested and implemented a patient recruitment program for people with
osteoporosis that helped participants improve their bone health through self
management. The company implemented his recruitment programs on a national
level. These programs were not offered to physicians by any other
pharmaceutical company. Pharmaceutical companies are in business to sell their
pharmaceutical products through physician prescriptions. This was a patient
recruitment program offered by a pharmaceutical which helped build goodwill,
patient compliance and did not directly sell pharmaceutical products. After Mr.
Rohny retired from Procter and Gamble Pharmaceuticals, his former employer did
not actively pursue patient recruitment programs.
He plans to develop 25-30 hours per week to Clinical Trials Assistance
Corporation ("CTAC").
Eugene P. Boling, M.D., F.A.C.P., F.A.C.R., Director
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Office Address: 8283 Grove Avenue, Suite 203, Rancho Cucamonga, California
91730; Medical License # G57099
Private Practice Physician: Establishment of a single specialty group
Rheumatology practice. The practice services an area in Southern California
populated by of 500-600,000 people. Practice employs and is supported by
twelve full time and five part-time personnel (not including the physician),
1986 to present.
Research Practice: Boling Clinical Trials a.k.a. Inland Clinical Research.
1989 to present. Boling Clinical Trials works with approximately fifteen
pharmaceutical and biotechnology companies, in conducting human clinical
trials for pharmaceutical products in their final stages of approval by the
FDA. Dr. Boling is responsible for screening clinical study candidates and
evaluating their response to these treatment modalities. The results of
his work will help determine whether or not a pharmaceutical product offers
any marked patient benefit and its subsequent FDA approval.
Clinical Assistant Professor, Rheumatology Department University of Southern
California/ Los Angeles County Hospital 1987-1994 Clinical Assistant
Professor, Rheumatology Department, Department of Medicine, Loma Linda
University Loma Linda, California 1987-1997.
8
Military Service: Staff Internist, Malcolm Grow USAF Hospital, Andrew AFB,
Wash. D.C. 1979-1981; Fellowship 1981-1983; Staff Rheumatologist, Malcolm Grow,
USAF Hospital, 1983-1986; Visiting Research Institute, Naval Medical Research
Institute, Bethesda, Maryland, 1983-1986; Acting Director, Malcolm Grow U.S.
Air Force Rheumatology fellowship program, 1983-1986.
Education: FELLOWSHIP: Johns Hopkins University, 1981-1983. Baltimore,
Maryland Rheumatology fellowship; RESIDENCY: University of Utah, 1977-1979.
Salt Lake City, Utah. INTERNSHIP: University of Utah, 1976-1977. Bachelor
of Science, University of California at Los Angeles School of Medicine,
1972-1976; M.D. Degree. Loyola University Los Angeles, 1968-1972.
Information Relating to Directors, Nominees and Executive Officers
Board of Directors Meetings and Board Committees
The Board held three (3) meetings during the year ended December 31, 2002
("fiscal year 2002"). All members of the Board during fiscal year 2003
attended all Board meetings held during the period that he was a director.
Since there are only two Board Members during the year ended December 31,
2002, the Board has not formed at any committees. Therefore, the Company has
no standing committees, such as Audit, Compensation, Executive Committees or
nominating and Corporate Governance Committees
Director Compensation in Fiscal Year 2002
Compensation of the Company's Directors is determined by resolution of the
Board in accordance with the Company's Bylaws. Directors of Clinical Trials
Assistance do not receive any compensation as related to their activities as
directors.
RELATED PARTY TRANSACTIONS
The Company originally conducted an evaluation of its recruiting methods at
Boling Clinical Trials, a.k.a. Inland Clinical Research in Rancho Cucamonga,
California. This research facility is owned and operated by Eugene P. Boling,
M.D. who is a Director of the Company. This arrangement benefits both the
Company and Dr. Boling, in that, it helps the Company develop and define its
methodologies for recruiting patients in a real clinical setting; and, it helps
Dr. Boling recruit patients for his clinical studies. Dr. Boling receives
no direct compensation from the Company other than the Company helping him to
recruit patients. Dr. Boling provides the management of the Company with
feedback as to which methodologies work best in recruiting patients. The
Company will most likely continue recruiting patients for Dr. Boling's
research clinic to further refine and develop its recruiting methods.
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE ABOVE NOMINEES.
9
THE FORWARD STOCK SPLIT
(PROPOSAL 3)
INTRODUCTION
On November 17, 2003, our board of directors approved a proposal to effect a
forward split of our common stock, subject to the approval of our
shareholders. The forward split, if approved, would subdivide our outstanding
common stock on a three-(3)-for-one-(1) basis. In other words, once the
forward split takes place, you will receive two additional share for each
share common stock you hold. Your percentage ownership in the company
and relative voting power will remain essentially unchanged. This proposal
requires the affirmative vote of the holders of a majority of the voting power
of the shares represented in person or by proxy at the Annual Meeting with
authority to vote on such matters, but not less than the affirmative vote of
6,000,001 shares.
REASONS FOR THE FORWARD SPLIT
We are hopeful that the forward split will encourage interest in our common
stock and possibly promote greater liquidity for our shareholders. Again,
however, we cannot guarantee that this will be the case or, indeed, that any
of the foregoing hoped-for effects will result from the forward split.
The board believes it to be in the best interests of the Company to increase
the number of issued and outstanding Common Stock. Reasons for this
include the board's desire to make more shares available and broaden its
stockholder base thereby improving trading liquidity, and to enhance the
Company's flexibility in connection with possible future actions, such as
acquisitions of property, acquisitions of similar businesses, or other
corporate purposes.
CERTAIN EFFECTS OF THE FORWARD SPLIT
The relative voting and other rights of holders of the common stock will not
be altered by the forward split, and each share of common stock will continue
to entitle its owner to one vote. As a result of the forward split, the
number of shares of common stock presently outstanding will be multiplied.
The forward split will not affect the company's stockholders' equity as
reflected on our financial statements, except to change the number of issued
and outstanding shares of common stock from 12,000,000 to 36,000,000.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Following is a summary of the material anticipated federal income tax
consequences of the proposed forward split. This summary is based upon
existing law which is subject to change by legislation, administrative action
and judicial decision, and is necessarily general. In addition, this summary
does not address any consequence of the forward split under any state, local
or foreign tax laws. Accordingly, this summary is not intended as tax advice
to any person or entity, and we advise you to consult with your own tax
advisor for more detailed information relating to your individual tax
circumstances.
We understand that the forward split will be a "recapitalization" under
applicable federal tax laws and regulations. As a result of such tax
treatment, no gain or loss should be recognized by the company or our
shareholders as a result of the forward split or the receipt of additional
shares resulting from the subdivision. A shareholder's aggregate tax basis
in his or her post-forward split shares should be the same as his or her
aggregate tax basis in the pre-forward split shares. In addition, the holding
period of the post-forward split shares received by such shareholder should
include the period during which the pre-forward split shares were held,
provided that all such shares were held as capital assets in the hands of
the shareholder at the time of the split.
EFFECTIVE DATE OF THE FORWARD SPLIT
If the proposal is approved by the shareholders, the forward split will
become effective within approximately ten (10) days following shareholder
approval.
DELIVERY OF CERTIFICATES
Once the forward split becomes effective, Holladay Stock Transfer, Inc., 2939
North 67th Place, Scottsdale, Arizona 85251 (Phone: 480-481-3940), our
stock transfer agent will deliver to you a new certificate which represents
the additional common shares as a result of the three-for-one forward split.
The Company will incur the costs to cancel your old certificate(s) and issue
new three-for-one forward split stock certificates.
RIGHT TO ABANDON FORWARD SPLIT
Although we do not anticipate doing so, we may abandon the proposed forward
split at any time prior to its effectiveness if our board of directors
deems it advisable to do so. Any decision as to the appropriateness of the
forward split will be made solely by our board of directors and will depend
upon numerous factors including the future trading price of our stock, the
growth and development of our business and our financial condition and results
of operations.
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS A "FOR" VOTE IN FAVOR OF THE FORWARD STOCK SPLIT.
11
APPROVAL OF WARRANT ISSUANCE
(PROPOSAL 4)
GENERAL INFORMATION
The Board of Directors believes it would be in the interest for the Company
to have the ability to issue warrants to purchase Common Stock under appropriate
circumstances in connection with the capital raising and financing activities of
the Company. The Company's Board of Directors has approved and recommends to
the Stockholders for their approval a proposal to issue warrants to purchase up
to 1,800,000 shares of Common Stock, which warrants may be accompanied by other
securities or may not be accompanied by other securities of the Company.
BACKGROUND AND REASONS
The Company's management and the Board of Directors have determined that it
would be advantageous to the Company to have the ability to issue warrants to
purchase Common Stock in connection with the financing and capital raising
activities of the Company. The ability to issue warrants to purchase Common
Stock may be a cost-effective way for the Company to raise capital. The
issuance of warrants is a common practice in connection with the sale of
securities through private placements and approval of this proposal could
allow the Company to seek acquisitions. Such warrants, which may be issued
in connection with the issuance of preferred stock, Common Stock. The Company
may wish to expand its operations by acquiring similar businesses which have a
need for the Company's services in the area of patient recruitment. Management
has not been able to identify any businesses which are suitable to the
Company's business expansion.
In order to provide flexibility for future issuances, which typically must be
undertaken quickly, the Board of Directors has approved and is seeking
Stockholder approval of this Warrant Proposal to issue warrants to purchase up
to 1,800,000 shares of Common Stock either accompanied by or not accompanied by
other securities of the Company. The final terms of any warrants including, but
not limited to exercise price, term and vesting requirements will be determined
by the Board of Directors at the time of issuance. Also, the nature and amount
of consideration that would be received by the Company at the time of issuance
and the use of any such consideration will be considered and approved by the
Board of Directors at the time of issuance. No further authorization from the
Stockholders will be solicited prior to any such issuance. If such warrants
are issued and if they are subsequently exercised, it would increase the number
of outstanding shares of Common Stock. Any such exercise would be dilutive on
the voting power of existing Stockholders and could be dilutive with regard to
dividends and other economic aspects of the Common Stock. Because the number
of shares of Common Stock that could be so issued and the timing of any issuance
is not currently known, the actual dilutive effect cannot be predicted.
RECOMMENDATION OF THE BOARD:
The Board of Directors believes that it is in the best interests of the
Company and its Stockholders to adopt the Warrant Proposal. THE BOARD
RECOMMENDS A "FOR" VOTE IN FAVOR OF THE WARRANT PROPOSAL.
12
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 5)
Subject to ratification by the shareholders, the Board has selected Beckstead
and Watts LLP to audit the financial statements of the Company for the fiscal
year ending December 31, 2003 and the year ending December 31, 2004. Beckstead
and Watts, LLP has been the Company's auditors, since the Company's inception,
on April 22, 2002. Beckstead and Watts, LLP acted as the Company's independent
auditors for the year ended December 31, 2002. As such, management has a good
working relationship with Beckstead and Watts, LLP. If the shareholders do not
approve this proposal at the Annual Meeting, the board of directors may
reconsider the selection of Beckstead and Watts, LLP.
A representative of Beckstead and Watts, LLP is not expected to be present at
the Annual Meeting of Shareholders.
Audit Fees
The aggregate fees billed to the Company by Beckstead and Watts, LLP for the
audit of its annual financial statements for the fiscal year ended December 31,
2002, as filed on Form 10-KSB and for the reviews of the financial statements
included in the Company's quarterly reports on Form 10-QSB during 2003, and for
audit of the period April 22, 2002 (Inception) through September 30, 2003 as
filed in the Company's Registration Statement on Form 10SB12G were $10,000.
Audit-Related Fees
Beckstead and Watts, LLP did not bill the Company for any assurance and related
services reasonably related to the performance of the audit or review of the
Company's financial statements which are not disclosed above.
Tax Fees
Beckstead and Watts, LLP did not bill the Company for professional services
rendered for tax compliance, tax advice, and tax planning in fiscal 2002.
Financial Information Systems Design and Implementation Fees
Beckstead and Watts, LLP did not perform any information technology services
relating to financial information systems design and implementation for the
fiscal year ended December 31, 2002.
All Other Fees
There were no other fees billed to the Company by Beckstead and Watts, LLP
since its inception on April 22, 2002 through December 31, 2002.
13
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES.
The Company did not engage Beckstead and Watts, LLP to provide professional
services to the Company regarding financial information systems design and
implementation during the fiscal year ended December 31, 2002, or subsequent
interim periods.
Approval of this proposal requires the affirmative vote of the majority of the
shares present in person or represented by proxy and entitled to vote at the
Annual Meeting.
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF BECKSTEAD
AND WATTS, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2003 AND DECEMBER 31, 2004.
OTHER BUSINESS
(PROPOSAL 6)
As of the date of this proxy statement, the only business which the board
of directors intends to present and knows that others will present at the
annual meeting is that herein set forth. Management does not know of any
items other than those referred to in the accompanying Notice of Annual Meeting
of Share Owners which may properly come before the meeting or other matters
incident to the conduct of the meeting. If any other matter is properly
brought before the annual meeting or any adjournments thereof, it is the
recommendation of the Board of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their judgment.
The form of proxy and this Proxy Statement have been approved by the Board
of Directors and are being mailed and delivered to share owners by its
authority.
14
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information with respect to
beneficial ownership of our stock as of December 22, 2003 by:
o persons known by us to be the beneficial owners of more
than five percent (5%) of our issued and outstanding
common or preferred stock;
o each of our executive officers and directors; and
o all of our officers and directors as a group.
Amount
Title Name and Address of shares Percent
of of Beneficial held by Date of
Class Owner of Shares Position Owner Acquired Class (1)
--------------------------------------------------------------------------------
Common Kamill Rohny (2) Pres./CEO 10,000,000 04/30/02 83.33%
Eugene P. Boling, M.D.(2) Director 0 - -
--------------------------------------------------------------------------------
All Executive Officers as
a Group (2 persons) 10,000,000 83.33%
(1) The percentages listed in the Percent of Class column are based upon
12,000,000 issued and outstanding shares of Common Stock.
(2) c/o Clinical Trials Assistance Corporation, 2078 Redwood Crest, Vista,
California 92081.
Persons Sharing Ownership of Control of Shares
The following own or share the power to vote five percent (5%) or more of the
Company's securities: Kamill Rohny, President, Clinical Trials Assistance
Corporation has indicated that he would vote in favor of the Proposals in this
Proxy Statement.
15
CERTAIN TRANSACTIONS
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.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
As a result of our the Company's current limited available cash, no officer or
director received compensation, during the year-ended December 31, 2002.
SUMMARY COMPENSATION TABLES
------------------------------------------------------
Annual Compensation
------------------------------------------------------
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
-------------------------------------------------------------------------------
Kamill Rohny
Director,
CEO/CFO,
President 2002 -0- -0- -0-
-------------------------------------------------------------------------------
Eugene Boling, M.D.
Director 2002 -0- -0- -0-
-------------------------------------------------------------------------------
16
Long Term Compensation Table
--------------------------------------------------------
Long Term Compensation
--------------------------------------------------------
Awards Payouts
--------------------------------------------------------
Restricted Stock Securities LTIP All Other
Name and Principal Award(s)($) Underlying Options/ Payouts Compensation
Position Year SARs(#) ($) ($)
-------------------------------------------------------------------------------
Kamill Rohny
Director
CEO/CFO,
President 2002 -0- -0- -0- -0-
-------------------------------------------------------------------------------
Eugene Boling, M.D.
Director 2002 -0- -0- -0- -0-
-------------------------------------------------------------------------------
The Company does not have any employment agreements with its executive
officers.
DIRECTOR COMPENSATION
---------------------
The Company's directors are not compensated for any meeting of the board
of directors that they attend. Company has no plans to issue stock options
or warrants to any directors at this time. Further, the company has not
formulated any plans to compensate the independent directors who will join
the audit committee.
STOCK OPTIONS.
--------------
During the year ended December 31, 2002 and interim periods through September
30, 2003, the Company does not have any stock option plan in place.
17
EMPLOYEE PENSION, PROFIT SHARING OR OTHER RETIREMENT PLANS.
-----------------------------------------------------------
The Company does not have a defined benefit, pension plan, profit sharing, or
other retirement plan.
COMPENSATION OF DIRECTORS.
--------------------------
The Company does not pay a director's fee to its directors. In the Company's
sole discretion, the Company may issue stock options or warrants to its
directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers,
directors, and greater than 10% shareholders ("Insiders") are required by
SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based on a review of the copies of such reports
furnished to the Company, during the fiscal year ended December 31, 2002,
all Section 16(a) filing requirements applicable to insiders
were complied with.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
2003 Annual Meeting. If any other matter does properly come before the
Meeting, the appointees named in the Proxies will vote the Proxies in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented at the Company's
next Annual Meeting must have been received by the Company not later than a
reasonable time before the Company begins to print and mail its proxy materials
under the provisions of Rule 14a-8 of the Securities Exchange Act of 1934.
The person presiding at the next annual meeting may refuse to permit to be
brought before the meeting any shareholder proposal not made in compliance
with Rule 14a-8.
18
INFORMATION INCORPORATED BY REFERENCE
The SEC allows the Company to incorporate by reference information that
the Company files with the SEC. The Company incorporates by reference the
information contained in the Company's Annual Report to Stockholders included
in the Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002 filed with the SEC on April 2, 2003.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 2002, including financial statements, accompanies
this Notice of Annual Meeting and Proxy Statement.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 TO ANY SHAREHOLDER
OF THE COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CORPORATE
SECRETARY, CLINICAL TRIALS ASSISTANCE CORPORATION, 2078 Redwood Crest,
Vista, California 92081-7340.
Dated: December 22, 2003
Vista, California
19
PROXY CARD
CLINICAL TRIALS ASSISTANCE CORPORATION
PROXY FOR ANNUAL MEETING TO BE HELD ON [date], 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kamill Rohny, as proxy, with the power to
appoint his substitute, to represent and to vote all the shares of Common
Stock of Clinical Trials Assistance Corporation (the "Company"), which the
undersigned would be entitled to vote, at the Company's Annual Meeting of
Stockholders to be held on [date], 2003 and at any adjournments thereof,
subject to the directions indicated on the reverse side hereof.
In their discretion, the proxy is authorized to vote upon any other matter
that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF
NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
IMPORTANT--This Proxy must be signed and dated on the reverse side.
20
ANNUAL MEETING OF SHAREHOLDERS OF
CLINICAL TRIALS ASSISTANCE CORPORATION
[Date], 2003
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
Clinical Trials Assistance Corporation to be held at 10:00 a.m. local time
on [date], 2003, at the Law Offices of Thomas C. Cook located at 4955 South
Durango, Suite 214, Las Vegas, NV 89113. Please read the proxy statement
which describes the proposals and presents other important information, and
complete, sign and return your proxy promptly in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1-5
- Please detach along perforated line and mail in the envelope provided. -
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. FOR AGAINST ABSTAIN
Proposal to increase the number of the
Company's authorized Common Shares, from
twenty million (20,000,000) to seventy
million (70,000,000) shares. [_] [_] [_]
2. Election of Directors FOR WITHHOLD
Nominees:
---------
Kamill Rohny [ ] [ ]
Eugene P. Boling, M.D. [ ] [ ]
3. FOR AGAINST ABSTAIN
Proposal to approve three-for-one
forward stock split [_] [_] [_]
4. FOR AGAINST ABSTAIN
Proposal to issue warrants [_] [_] [_]
5. FOR AGAINST ABSTAIN
Proposal to ratify Beckstead and Watts, LLP
as Independent Auditors for the years ending
December 31, 2003 and December 31, 2004 [_] [_] [_]
6. To transact such other business as may properly come before the annual
meeting and any adjournment or adjournments thereof.
The board of directors recommends you vote "FOR" each of the above
proposals.
This proxy when properly executed will be voted in the manner directed
above. In the absence of direction for the above proposal, this proxy will be
voted "FOR" that proposal. Other matters: in their discretion, the appointed
proxies are authorized to vote upon such other business as may properly come
before the meeting.
If you plan to attend the Annual Meeting please mark this box [_]
Dated:________________, 2003
SIGNATURE ______________________________________________________________________
NAME (PRINTED) _________________________________________________________________
TITLE __________________________________________________________________________
Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please indicate
full title.
FOLD AND DETACH HERE
EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
CLINICAL TRIALS ASSISTANCE CORPORATION
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. Clinical Trials Assistance Corporation (the "Corporation") is a
corporation formed under the laws of the State of Nevada, and its Articles
of Incorporation were filed in the office of the Secretary of State on
November 12, 1999, file number: #C28263-1999.
2. The Articles of Incorporation are hereby amended by deleting the
existing ARTICLE IV and replacing it in its entirety with the following
amendments:
4. Authorized Shares:
The total authorized capital stock of the corporation shall be as
follow:
Seventy Million (70,000,000) shares of Class A Common Stock of the
Par Value of $0.001 all of which shall be entitled to voting power.
Two million (2,000,000) authorized Series A Preferred Shares with
a par value of $0.001 and such other terms as determined by the board
of Directors of the corporation prior to their issuance. Each Series
A Preferred Share shall have voting rights and shall carry a voting
weight equal to ten (10) Common Shares. Each Series A Preferred Share
may be converted into ten (10) Common Shares upon approval by the
Board of Directors of the corporation.
Two million (2,000,000) authorized Series B Preferred Shares with
a par value of $0.001 per share and such other terms as may be
determined prior to their issuance by the Board of Directors. Each
Series B Preferred Share shall have voting rights and shall carry a
voting weight equal to two (2) Common Shares. Each Series B
Preferred Share may be converted into two (2) Common Shares upon
approval by the Board of Directors.
One million (1,000,000) authorized Series C Preferred Shares with
a par value of $0.001 per share and such other terms as may be
determined by the Board of Directors prior to their issuance. No
Series C Preferred Share shall have voting rights.
3. This amendment to the Articles of incorporation has been duly
adopted in accordance with the General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is: 16,078,727; that
the said changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was ____________
(_____%) and the number voted against such amendment was ________ (_____%).
The undersigned has signed these Articles on [date] __, 2003.
---------------------
By: Kamill Rohny
Title: President and
Secretary