SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2003
WORLD TRANSPORT AUTHORITY, INC.
(Exact name of registrant as specified in its charter)
Alberta, B.C.
(State or other jurisdiction
of incorporation)
000-23693
(Commission File
Number)
93-1202663
(I.R.S. Employer
Identification
No.)
140 W. Park Avenue, Suite 219, El Cajon, CA 92020
(Address of Principal Executive Offices) (Zip Code)
(619) 593-2440 FAX (619) 593-2444
(Registrant's telephone and fax number, including area code)
TABLE OF CONTENTS
ITEM 7. EXHIBITS
ITEM 9. REGULATION FD DISCLOSURE
SIGNATURES
Exhibit Index
EX-99.1
EX-99.2
EX-99.3
ITEM 7. EXHIBITS
The following exhibits are filed pursuant to disclosure under
Item 9 of this Form 8-K and shall not be deemed filed for purposes of
the Securities Act of 1934 or incorporated by reference in future
filings with the Securities and Exchange Commission.
99.1
Certification of the Chief Accounting Officer, Lyle
Wardrop, of World Transport Authority, Inc. pursuant
to 18 U.S.C. S1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
99.2
Certification of the Chief Executive Officer, William
Kennedy, of World Transport Authority, Inc. pursuant
to 18 U.S.C. S1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
ITEM 9. REGULATION FD DISCLOSURE
On November 6, 2003, World Transport Authority, Inc. filed its
Annual Report on Form 10-KSB for the year ended June 30, 2003 with the
Securities and Exchange Commission. Accompanying the report were
certifications of World Transport Authority, Inc.'s Chief Executive
Officer, William Kennedy, and Chief Accounting Officer, Lyle Wardrop,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, codified at
18 U.S.C. S1350. A copy of each of the certifications is attached hereto
an Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
World Transport Authority, Inc.
(registrant)
Date: November 6, 2003
By
/s/ William Kennedy
(signature)
Exhibit Index
Exhibit No.
Description
99.1
Certification of the Chief Accounting
Officer, Lyle Wardrop, of World
Transport Authority, Inc. pursuant to 18
U.S.C. S1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
99.2
Certification of the Chief Executive
Officer, William Kennedy, World
Transport Authority, Inc. pursuant to 18
U.S.C. S1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
99.3 Code of Ethics and Business Conduct for
Officers, Directors and Employees of World
Transport Authority, Inc.
EXHIBIT 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Lyle Wardrop, the Chief Accounting Officer of World Transport
Authority, Inc. (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of
my knowledge:
(1) the Annual Report on Form 10-KSB of the Company for the year
ended June 30, 2003 (the "Report") fully complies with the
requirements of Section 13 (a) or 15 (d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Dated: November 6, 2003
/s/ Lyle Wardrop
------------------------------------
Name: Lyle Wardrop
Title: Chief Accounting Officer
EXHIBIT 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William Kennedy, the Chief Executive Officer of World Transport
Authority, Inc. (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of
my knowledge:
(3) the Annual Report on Form 10-KSB of the Company for the year
ended June 30, 2003 (the "Report") fully complies with the
requirements of Section 13 (a) or 15 (d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(4) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Dated: November 6, 2003
/s/ William Kennedy
------------------------------------
Name: William Kennedy
Title: Chief Executive Officer
EX-99.3
WTAI_10kex99-3.txt
Exhibit 99.3
CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND
EMPLOYEES OF WORLD TRANSPORT AUTHORITY, INC.
1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM WORLD TRANSPORT AUTHORITY,
INC. HAS AN OBLIGATION
The officers, directors and employees of WORLD TRANSPORT AUTHORITY, INC.
(the "Company") are committed to honesty, just management, fairness,
providing a safe and healthy environment free from the fear of
retribution, and respecting the dignity due everyone. For the
communities in which we live and work, we are committed to observe sound
environmental business practices and to act as concerned and responsible
neighbors, reflecting all aspects of good citizenship.
For our shareholders we are committed to pursuing sound growth and
earnings objectives and to exercising prudence in the use of our assets
and resources.
For our suppliers and partners we are committed to fair competition and
the sense of responsibility required of a good customer and teammate.
2. PROMOTE A POSITIVE WORK ENVIRONMENT
All employees want and deserve a workplace where they feel respected,
satisfied, and appreciated. We respect cultural diversity and will not
tolerate harassment or discrimination of any kind -- especially
involving race, color, religion, gender, age, national origin,
disability, and veteran or marital status.
Providing an environment that supports honesty, integrity, respect,
trust, responsibility, and citizenship permits us the opportunity to
achieve excellence in our workplace. While everyone who works for the
Company must contribute to the creation and maintenance of such an
environment, our executives and management personnel assume special
responsibility for fostering a work environment that is free from the
fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or
seeming to place, pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.
3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN
We are committed to providing a drug-free, safe and healthy work
environment, and to observing environmentally sound business practices.
We will strive, at a minimum, to do no harm and where possible, to make
the communities in which we work a better place to live. Each of us is
responsible for compliance with environmental, health and safety laws
and regulations.
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4. KEEP ACCURATE AND COMPLETE RECORDS
We must maintain accurate and complete Company records. Transactions
between the Company and outside individuals and organizations must be
promptly and accurately entered in our books in accordance with
generally accepted accounting practices and principles. No one should
rationalize or even consider misrepresenting facts or falsifying
records. It will not be tolerated and will result in disciplinary
action.
5. OBEY THE LAW
We will conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential
condition for performance of our duties. In conducting business, we
shall:
A. STRICTLY ADHERE TO ALL ANTITRUST LAWS
Officer, directors and employees must strictly adhere to all antitrust
laws. Such laws exist in the United States and in many other countries
where the Company may conduct business. These laws prohibit practices in
restraint of trade such as price fixing and boycotting suppliers or
customers. They also bar pricing intended to run a competitor out of
business; disparaging, misrepresenting, or harassing a competitor;
stealing trade secrets; bribery; and kickbacks.
B. STRICTLY COMPLY WITH ALL SECURITIES LAWS
In our role as a publicly owned company, we must always be alert to and
comply with the security laws and regulations of the United States and
other countries.
I. DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING
Federal law and Company policy prohibits officers, directors and
employees, directly or indirectly through their families or
others, from purchasing or selling company stock while in the
possession of material, non-public information concerning the
Company. This same prohibition applies to trading in the stock of
other publicly held companies on the basis of material, non-public
information. To avoid even the appearance of impropriety, Company
policy also prohibits officers, directors and employees from
trading options on the open market in Company stock under any
circumstances.
Material, non-public information is any information that could
reasonably be expected to affect the price of a stock. If an
officer, director or employee is considering buying or selling a
stock because of inside information they possess, they should
assume that such information is material. It is also important for
the officer, director or employee to keep in mind that if any
trade they make becomes the subject of an investigation by the
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government, the trade will be viewed after-the-fact with the
benefit of hindsight. Consequently, officers, directors and
employees should always carefully consider how their trades would
look from this perspective.
Two simple rules can help protect you in this area: (1) Do not use
non-public information for personal gain. (2) Do not pass along
such information to someone else who has no need to know.
This guidance also applies to the securities of other companies
for which you receive information in the course of your employment
at The Company.
II. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
As a public company, the Company must be fair and accurate in all
reports filed with the United States Securities and Exchange
Commission. Officers, directors and management of The Company are
responsible for ensuring that all reports are filed in a timely
manner and that they fairly present the financial condition and
operating results of the Company.
Securities laws are vigorously enforced. Violations may result in
severe penalties including forced sales of parts of the business
and significant fines against the Company. There may also be
sanctions against individual employees including substantial fines
and prison sentences.
The principal executive officer and principal financial Officer
will certify to the accuracy of reports filed with the SEC in
accordance with the Sarbanes-Oxley Act of 2002. Officers and
Directors who knowingly or willingly make false certifications may
be subject to criminal penalties or sanctions including fines and
imprisonment.
6. AVOID CONFLICTS OF INTEREST
Our officers, directors and employees have an obligation to give their
complete loyalty to the best interests of the Company. They should avoid
any action that may involve, or may appear to involve, a conflict of
interest with the Company.
Officers, directors and employees should not have any financial or other
business relationships with suppliers, customers or competitors that
might impair, or even appear to impair, the independence of any judgment
they may need to make on behalf of the Company.
HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
o Employment by a competitor, or potential competitor, regardless of
the nature of the employment, while employed by the Company.
o Acceptance of gifts, payment, or services from those seeking to do
business with the Company.
o Placement of business with a firm owned or controlled by an officer,
director or employee or his/her family.
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o Ownership of, or substantial interest in, a company that is a
competitor, client or supplier.
o Acting as a consultant to a Company customer, client or supplier.
o Seeking the services or advice of an accountant or attorney who has
provided services to the Company.
Officers, directors and employees are under a continuing obligation to
disclose any situation that presents the possibility of a conflict or
disparity of interest between the officer, director or employee and the
Company. Disclosure of any potential conflict is the key to remaining in
full compliance with this policy.
7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES
We must comply with the laws and regulations that pertain to the
acquisition of goods and services. We will compete fairly and ethically
for all business opportunities. In circumstances where there is reason
to believe that the release or receipt of non-public information is
unauthorized, do not attempt to obtain and do not accept such
information from any source.
If you are involved in Company transactions, you must be certain that
all statements, communications, and representations are accurate and
truthful.
8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS
The sale and marketing of our products and services should always be
free from even the perception that favorable treatment was sought,
received, or given in exchange for the furnishing or receipt of business
courtesies. Officers, directors and employees of the Company will
neither give nor accept business courtesies that constitute, or could be
reasonably perceived as constituting, unfair business inducements or
that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on
the Company's reputation.
9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES
Business integrity is a key standard for the selection and retention of
those who represent the Company. Agents, representatives and consultants
must certify their willingness to comply with the Company's policies and
procedures and must never be retained to circumvent our values and
principles. Paying bribes or kickbacks, engaging in industrial
espionage, obtaining the proprietary data of a third party without
authority, or gaining inside information or influence are just a few
examples of what could give us an unfair competitive advantage and could
result in violations of law.
10. PROTECT PROPRIETARY INFORMATION
Proprietary Company information may not be disclosed to anyone without
proper authorization. Keep proprietary documents protected and secure.
In the course of normal business activities, suppliers, customers and
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competitors may sometimes divulge to you information that is proprietary
to their business. Respect these confidences.
11. OBTAIN AND USE COMPANY ASSETS WISELY
Personal use of Company property must always be in accordance with
corporate policy. Proper use of Company property, information
resources, material, facilities and equipment is your responsibility.
Use and maintain these assets with the utmost care and respect, guarding
against waste and abuse, and never borrow or remove Company property
without management's permission.
12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES
The Company encourages its employees to become involved in civic affairs
and to participate in the political process. Employees must understand,
however, that their involvement and participation must be on an
individual basis, on their own time and at their own expense. In the
United States, federal law prohibits corporations from donating
corporate funds, goods, or services, directly or indirectly, to
candidates for federal offices -- this includes employees' work time.
Local and state laws also govern political contributions and activities
as they apply to their respective jurisdictions.
13. BOARD COMMITTEES.
The Company shall establish an Audit Committee empowered to enforce this
CODE OF ETHICS. The Audit Committee will report to the Board of
Directors at least once each year regarding the general effectiveness of
the Company's CODE OF ETHICS, the Company's controls and reporting
procedures and the Company's business conduct.
14. DISCIPLINARY MEASURES.
The Company shall consistently enforce its CODE OF ETHICS and Business
Conduct through appropriate means of discipline. Violations of the Code
shall be promptly reported to the Audit Committee. Pursuant to
procedures adopted by it, the Audit Committee shall determine whether
violations of the Code have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee or agent of the
Company who has so violated the Code.
The disciplinary measures, which may be invoked at the discretion of the
Audit Committee, include, but are not limited to, counseling, oral or
written reprimands, warnings, probation or suspension without pay,
demotions, reductions in salary, termination of employment and
restitution.
Persons subject to disciplinary measures shall include, in addition to
the violator, others involved in the wrongdoing such as (i) persons who
fail to use reasonable care to detect a violation, (ii) persons who if
requested to divulge information withhold material information regarding
a violation, and (iii) supervisors who approve or condone the violations
or attempt to retaliate against employees or agents for reporting
violations or violators. 5