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] 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 16th, 2001
WTAA INTERNATIONAL, INC.
1027 South Rainbow Boulevard Unit 391
Las Vegas, Nevada USA 89145
Information Statement
, 2001
The Company wishes to inform shareholders of the following proposed
action.
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 16th, 2001 President
WTAA INTERNATIONAL, INC.
1027 South Rainbow Boulevard, Unit 391
Las Vegas, Nevada 89145
INFORMATION STATEMENT
FOR THE
WRITTEN CONSENT OF STOCKHOLDERS
OCTOBER 29TH, 2001
Our 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 on or about
October 29th, 2001.
In this Information Statement:
o "We," "us," "our" and the "Company" refer to WTAA International, Inc.,
o "Board of Directors" or "Board" means our Board of Directors,
o "SEC" means the Securities and Exchange Commission; and,
o "Voting Securities" means outstanding shares of our common stock.
The Board set October 29th, 2001 as the record date for the Information
Statement. There were 13,170,134 shares of our common stock outstanding as at
October 29th, 2001. The proposed effective date for the name change is
November 30th, 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
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 our 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 Company to have
more than five (5%) percent of the voting securities.
Percentage of
Amount and Class (2)
Title of Nature of
Class Name and address Beneficial
of beneficial owner Ownership(1)
Pioneer
Investment
Holdings c/o
National Cardiac
Centre Parman,
KAR #87 Slipi
Common Jakarta, Indonesia 3,600,000 I 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 August 31, 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 August 31, 2001.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE OF
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) CLASS
Weinstein, Dr.
P.O. Box 115
Common 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
638 Millbank
Common Vancouver, BC V5Z 4B2 200,000 1.4%
There are no arrangements that may result in change in control of the company.
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
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 Company has determined that a change of name is necessary in order to better
reflect the new direction of its business.
The Company proposes to Amend the Charter and the Bylaws of the Company 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 COMPANY 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 Company, it is the intention
of the persons named in the accompanying information statement to consider such
matters in accordance with their best judgment.
Annual Report to Stockholders OR Annual Report on Form 10-K
Our 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 our 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 October 29th, 2001 President
October 29th, 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 Company from WTAA International, Inc., to Gravitas
International, Inc.