SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT[ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE 14C-5(D)(2))
[X] PRELIMINARY INFORMATION STATEMENT
[ ] DEFINITIVE INFORMATION STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL UNDER RULE 14A-12
WTAA INTERNATIONAL, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(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:
Common
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
13,170,134
(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): n/a
(4) Proposed maximum aggregate value of transaction: n/a
(5) Total fee paid: n/a
[ ] Fee paid previously with preliminary materials: n/a
[ ] 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:
(2) Form, Schedule or Registration Statement No.: 14C
(3) Filing Party: Registrant
(4) Date Filed: October 17th, 2001
(5) This Information Statement is expected to be delivered to the
Corporation's shareholders at least eleven days after filing, which is expected
to be on or about October 29, 2001
WTAA INTERNATIONAL, INC.
1027 South Rainbow Boulevard Unit 391
Las Vegas, Nevada USA 89145
Preliminary
Information Statement
October 29, 2001 (est)
The Corporation wishes to inform shareholders of the following proposed
action:
o Approve the change of name of the Corporation from WTAA International,
Inc., to Gravitas International, Inc.
You can find more information about this proposal, in the attached
Information Statement.
By Order of the Board of Directors,
Las Vegas, Nevada /s/ Colin Vance Campbell
October 29, 2001 (est) President
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WTAA INTERNATIONAL, INC.
1027 South Rainbow Boulevard, Unit 391
Las Vegas, Nevada 89145
PRELIMINARY
INFORMATION STATEMENT
FOR THE
WRITTEN CONSENT OF STOCKHOLDERS
OCTOBER 29, 2001 (EST)
The Corporation's Board of Directors is providing information with respect
to the matters referred to in this Information Statement. This Information
Statement contains important information. Please read it carefully.
ITEM 1. DATE, TIME AND PLACE OF INFORMATION
This Information Statement will be mailed to stockholders following the
eleventh day after filing this Information Statement, which mailing is expected
to be on or about October 29th, 2001.
In this Information Statement:
o "We," "us," "our" and the "Corporation" refer to WTAA International,
Inc.,
o "Board of Directors" or "Board" means The Corporation's Board of
Directors,
o "SEC" means the Securities and Exchange Commission; and,
o "Voting Securities" means outstanding shares of The Corporation's
common stock.
The Board set October 17th, 2001 as the record date for the Information
Statement. There were 13,170,134 shares of the Corporation's common stock
outstanding as at October 17, 2001. The proposed effective date for the
amendment to the articles effecting the name change is estimated at November
20, 2001, or such later date as will be required to meet the requirements of the
SEC and the State, but not to extend beyond Dec 3, 2001.
We have summarized below important information with respect to an
Information Statement in lieu of a shareholder meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
ITEM 2. REVOCABILITY OF PROXIES
N/A
ITEM 3. DISSENTERS RIGHT OF APPRAISAL
N/A
ITEM 4. PERSONS MAKING THE SOLICITATION
N/A
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ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
N/A
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of The Corporation's common
stock that are owned by the directors, the Named Executive Officers.
a) Security Ownership of Certain Beneficial Owners.
The following table sets forth the security and beneficial ownership
interest for each class of equity securities known by the Corporation to
have more than five (5%) percent of the voting securities.
AMOUNT AND
NAME AND NATURE OF PERCENT
TITLE OF ADDRESS OF BENEFICIAL AGE OF
CLASS BENEFICIAL OWNER OWNERSHIP (1) CLASS
Pioneer
Investment
Holdings c/o
National Cardiac
Centre, Parman,
KAR #87 Slipi,
Common Jakarta, Indonesia 3,600,000 (1) 27.3%
(1) Under Rule 13(d) of the Exchange Act, shares not outstanding but subject
to options, warrants, rights or conversion privileges pursuant to which
such shares may be acquired in the next 60 days are deemed to be
outstanding for the purpose of computing the percentage of outstanding
shares owned by persons have such rights, but are not deemed outstanding
for the purpose of computing the percentage for any other person.
(2) As of October 17, 2001, there were 13,170,134 common shares outstanding.
Unless otherwise noted, the security ownership disclosed is of record and
beneficial.
b) Security Ownership of Management.
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of October 17, 2001.
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AMOUNT AND
NAME AND NATURE OF PERCENT
TITLE OF ADDRESS OF BENEFICIAL AGE OF
CLASS BENEFICIAL OWNER OWNERSHIP (1) CLASS
Weinstein, Dr. CJ
Common P.O. Box 115 Big Sur, CA 93920 206,667 1.5%
Shaben, Larry 207
Solar Court 10350
124th Street,
Common Edmonton, Alberta T5N 3V9 202,925 1.5%
Campbell, Colin
Vance 638
Millbank,
Common Vancouver, BC V5Z 4B2 200,000 1.4%
There are no arrangements that may result in change in control of the
Corporation.
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
N/A
ITEM 8. EXECUTIVE COMPENSATION.
N/A
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
N/A
ITEM 10. COMPENSATION PLANS
N/A
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
N/A
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
N/A
ITEM 13. FINANCIAL AND OTHER INFORMATION
N/A
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
N/A
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ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
N/A
ITEM 16. RESTATEMENT OF ACCOUNTS
N/A
ITEM 17. ACTION WITH RESPECT TO REPORTS.
N/A
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
N/A
ITEM 19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
The Corporation has determined that a change of name is necessary in order to
better reflect the new direction of its business.
The Corporation proposes to Amend the Charter and the Bylaws of the Corporation
to reflect this name change from WTAA International, Inc. to Gravitas
International, Inc.
ITEM 20. OTHER PROPOSED ACTION
N/A
ITEM 21. VOTING PROCEDURES
N/A
ITEM 22. INFORMATION REQUIRED IN INVESTMENT CORPORATION PROXY STATEMENT
N/A
OTHER MATTERS
Other Business
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting or Information Statement in lieu thereof. If
any other matters are properly brought before the Corporation, it is the
intention of the persons named in the accompanying information statement to
consider such matters in accordance with their best judgment.
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Annual Report to Stockholders OR Annual Report on Form 10-K
The Corporation's annual report on Form 10-K for the year ended December
31, 2000, as filed with the SEC, is available at no charge to stockholders upon
written request at The Corporation's business address. Copies may also be
obtained without charge through the EDGAR system at www.sec.gov.
By Order of the Board of Directors
Colin Vance Campbell
DATE, 2001 President
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October 29, 2001
Dear Stockholder:
We are providing an Information Statement in lieu of an Annual Meeting or
Special Meeting of Stockholders of WTAA International, Inc. Detailed
information as to the matter under consideration is contained in the
accompanying Notice and Information Statement.
Sincerely,
Colin Vance Campbell,
President
1. Change of Name of the Corporation from WTAA International, Inc., to Gravitas
International, Inc.
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