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Vista Continental Corporation
(Name of Registrant As Specified in Charter)
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(4) Date Filed: November 23, 2005
Vista Continental Corporation, 6600 W. Charleston Blvd, Suite 118, Las Vegas, NV 89146
NOTICE OF REMOVAL OF DIRECTORS
AND ELECTION OF NEW DIRECTORS
BY
WRITTEN CONSENT OF STOCKHOLDERS
November 23, 2005
NOTICE IS HEREBY GIVEN, pursuant to Section 228 of the General Corporation Law of the State of Delaware ("Delaware Law") that on November 22, 2005 the holders of more than a majority of the outstanding shares of common stock of Vista Continental Corporation, a Delaware corporation (the “Company"), acted by written consent, without a meeting of stockholders, to remove Alberto Docouto as a Member of the Board of Directors of the Company and to appoint Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company.
As permitted by Delaware Law, no meeting of stockholders of the Company is being held to vote on the adoption of the removal of Alberto Docouto as a Member of the Board of Directors of the Company and the appointment of Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company because such actions have been approved by the requisite majority of stockholders in an action by written consent of the stockholders of the Company. These actions are described in detail in the enclosed Information Statement, which is incorporated by reference and made part of this notice.
/s/ Alberto Docouto Alberto Docouto President |
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
Miranda III Mining (Guyana), Inc. and Vista Continental Corporation, Nevada collectively the beneficial owners of approximately 60.7% of the issued and outstanding shares of the Company’s common stock, the sole class of voting securities of the Company, have executed written consents removing Alberto Docouto as a Member of the Board of Directors of the Company and appointing Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company in accordance with Section 228 of Delaware Law. The actions by written consent are sufficient to remove Alberto Docouto as a Member of the Board of Directors of the Company and to appoint Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company without any further action or vote of the stockholders of the Company. Accordingly, no other actions are necessary to remove Alberto Docouto as a Member of the Board of Directors of the Company and to appoint Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company, and no such actions are being requested.
THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THIS INFORMATION STATEMENT IS DESIGNED TO INFORM YOU OF THE REMOVAL OF ALBERTO DOCOUTO AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE APPOINTMENT OF ASHAK RUSTOM, RICHARD J. SMYTHE, V. TAKAO NISHIMURA AND STEVE HEGEDUS AS MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OR STATEMENTS (OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT) REGARDING THE MATTERS DISCUSSED HEREIN AND, IF GIVEN OR MADE, ANY SUCH REPRESENTATIONS OR INFORMATION PROVIDED MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED OR SANCTIONED BY THEGLOBE OR ANY OTHER PERSON.
This Information Statement is being furnished to stockholders of the Company beginning on or about November 28, 2005 in connection with the removal of Alberto Docouto as a Member of the Board of Directors of the Company and the appointment of Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company. It is being furnished to the Company’s stockholders of record as of October 2, 2005 (the “Record Date”). You should not assume that the information contained herein is accurate as of any date other than the date hereof.
The Company is distributing this Information Statement to its stockholders in full satisfaction of any notice requirements it may have under Delaware Law. No additional action will be undertaken by the Company with respect to the receipt of the written consents, and no dissenters' rights under Delaware Law are afforded to the Company's stockholders as a result of the adoption of the actions described herein.
The date of the Information Statement is November 23, 2005
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 101,944,899 shares of common stock outstanding. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders. Miranda III Mining (Guyana), Inc. and Vista Continental Corporation, Nevada have voted an aggregate 61,918,284 shares of common stock in favor of the removal of Alberto Docouto as a Member of the Board of Directors of the Company and the appointment of Ashak Rustom, Richard J. Smythe, V. Takao Nishimura and Steve Hegedus as Members of the Board of Directors of the Company.
The following table sets forth information regarding the beneficial ownership of our Common Stock as of the Record Date, with respect to (i) each person known to the Company to be the beneficial owner of more than 5% of the Company's Common Stock; (ii) each director of the Company; (iii) each person intending to file a written consent to the adoption of the Amendment described herein; and (iv) all directors, executive officers and designated stockholders of the Company as a group. The information as to beneficial ownership was furnished to the Company by or on behalf of the persons named.
Title of Class | Name of Beneficial | Amount and Nature | Percent |
Owner | Of Beneficial Ownership | of class(1) | |
Common | Miranda III Mining (Guyana), Inc. | 32,000,000 | 31.39 |
Common | Vista Continental Corp., Nevada | 28,918,284 | 28.37 |
Common | Ashak Rustom | 0 | 0.00 |
(Director) | |||
Common | Takao Nishimura | 0 | 0.00 |
(Director) | |||
Common | Richard Smythe | 0 | 0.00 |
(Director) | |||
Common | Steven Hegedus | 0 | 0.00 |
(Director) | |||
Common | Lawrence Nash | 308,000 D | <1.00 |
(President, CEO) | |||
Common | Officers and Directors | 308,000 | <1.00 |
as a Group. |
(1) Based on 101,944,899 shares issued and outstanding
The following table sets forth certain summary information concerning the compensation paid or accrued to our officers and directors from the most recent annual report on Form 10-K. More recent information is not available at this time from the former management. No common stock, option, warrant, incentive plan or similar compensation based on the equity of the Company has been paid or promised to our officers or directors.
Name and | Other | |||
Principal Position | Year | Salary($) | Bonus($) | Compensation |
Ashak Rustom | 2002 | $ 32,499 | none | none |
Director | 2003 | $ 47,652 | none | none |
2004 | (est) $ 51,000 | none | none | |
Takao Nishimura | 2002 | nil | none | none |
Director | 2003 | nil | none | none |
2004 | nil | none | none |
Dr. Richard Smythe | 2002 | nil | none | none |
Director | 2003 | nil | none | none |
2004 | nil | none | none | |
Dr. Steve Hegedus | 2002 | nil | none | none |
Director | 2003 | nil | none | none |
2004 | nil | none | none | |
Lawrence Nash | 2002 | $ 28,500 | none | none |
CEO, President | 2003 | $ 78,000 | none | none |
2004 | $ 92,300 | none | none | |
Arthur de Joya | 2003 | $ 27,500 | none | none |
(Former CFO) | 2004 | $ 66,000 | none | none |
Howard Rubinoff | 2002 | nil | none | none |
Secretary | 2003 | nil | none | none |
2004 | nil | none | none |
Certain Relationships and Related Transactions
The majority of our voting common shares are beneficially owned through West Nevada Precious Metals Corporation, a Nevada corporation and Tamers Management Ltd., a Nevada corporation. These two corporations are beneficially owned by Mr. Alberto Docouto. Mr. Docouto also owns various other companies. One company controlled by Mr. Docouto, Minera Rio Grande, S.A. ("Rio Grande") is a Peruvian mining company. Our Company and Rio Grande both occupy and use the camp and processing facility established in Peru. The costs of running and maintaining the camp, processing plant, equipment and facilities are shared between our company and Rio under the terms of an Occupancy and Use Agreement. Mr. Docouto has agreed to cover all the costs of maintaining the camp until Vista begins its drilling program.
West Nevada Precious Metals Corporation has made many loans to the Company. These loans carry no interest. In total, West Nevada Precious Metals Corporation has made a total of $3,130,678 in loans to the Company. In December 2002, the Company agreed to exchange 2,656,595 shares of the Company’s stock for debt in the amount of $1,593,957. In July 2003, 5,341,749 shares of the Company’s stock were exchanged for debt in the amount of $934,806.
As of September 30, 2004, West Nevada Precious Metals Corporation has made a total of $802,838 in loans to the Company, which has not been repaid.
In December 2003, the Company sold its Model 8DXT Nessie Cutter Dredge and related parts and equipment to West Nevada Precious Metal Corporation for debt in the amount of $245,380.00, above Vista’s net book by approximately $187,000. Vista determined that the Dredge was unsuitable for operation in Peru.
On August 19, 2004, the Company acquired 4,000 shares of Miranda Mining I (Guyana), a corporation incorporated under the Companies Act of Guyana ("Miranda I") from Miranda III Mining (Guyana), Inc., a corporation incorporated under the Companies Act of Guyana ("Miranda III") in exchange for the issuance of 36,000,000 restricted shares of Vista common stock, $.001 par value pursuant to the Asset Purchase Agreement, dated June 30, 2004 between Vista and Miranda III ("the Agreement"). A copy of the Agreement is attached to a July 1, 2004 Form 8K as Exhibit 10.1 and is hereby incorporated by reference. The 4,000 shares of capital stock of Miranda I acquired by Vista represents a 40% ownership interest in Miranda I. Miranda III is 100% owned by Alberto Docouto, who is the majority shareholder of Vista. Furthermore, Mr. Docouto owns and controls the remaining 60% of Miranda I.
All transactions with entities controlled by Mr. Docouto were approved by the Board of Directors of the Company.
REMOVAL OF DIRECTORS
Mr. Alberto Docouto is removed as a Member of the Board of Directors of the Company. This action is being taken to facilitate the resolution of various legal matters relating to the Company which are currently pending.
Proposal 2
ELECTION OF SOLE DIRECTOR
Messrs. Ashak Rustom and V. Takao Nishimura and Drs. Steve Hegedus and Richard J. Smythe have been elected to serve as Members of the Board of Directors of the Company.
Article V of the Company's Articles of Incorporation permits the Board of Directors to fix the number of directors at not less than one or more than nine. The directors will serve until the annual meeting of stockholders and until their successors are duly elected and qualified.
Business Experience.
Ashak Rustom previously served as a Director of the Company and Principal Accounting Officer from December 2000 through November 2005. Mr. Rustom also served as the CFO and Treasurer of the Company from March 2003 to November 2003. Mr. Rustom has been with the company since it was formed in September 1999. Mr. Rustom has previous experience in project management, contract administration, financing, cash flow projections, and property valuations cost control as well as forecasts, and financial planning. Mr. Rustom has over 40 years experience in corporate finance and management of risk capital investments.
Dr. Steven Hegedus previously served as a Director of the Company from December 2000 through November 2005. Dr. Hegedus received his Doctor of Dental Surgery from the University of Toronto and has a thriving orthodontic practice in Welland and Niagara Falls, Ontario. Dr. Hegedus has an extensive background in real estate holdings, development and business ventures as the owner of Helubar Corporation, an Ontario real estate holdings corporation, and as President of Villa Mora Corporation, an Ontario real estate development company.
Dr. Richard Smythe previously served as a Director of the Company from June 2002 through November 2005. Dr. Smythe has 25 years experience working with gas emissions and gas study research and testing technique development. Dr. Smythe received his Ph.D in Analytical Chemistry at the University of Waterloo (Ontario). Dr. Smythe then did a post-doctoral fellowship at the State University of New York in Buffalo. Dr. Smythe has acted as adjunct research supervisor at Brock University in St. Catherines, Ontario. Dr. Smythe has operated his own testing and analysis laboratory and continues to act as consulting senior scientist for Walker Industries. Dr. Smythe is qualified as an expert witness throughout the court systems of the province of Ontario as well as the States of New York and Pennsylvania. Dr. Smythe has had numerous articles published in scientific journals.
Takao Nishimura previously served as a Director of the Company from December 2000 through November 2005. Mr. Nishimura graduated with a Bachelor’s degree from Kyoto University of Foreign Study in 1977 and is an executive member of the Asian Pacific Alliance of YMCAs and an executive member of the alliance of YMCAs in Japan, as well as being District Governor of T’s Men’s Club of Toshin District in Japan. Mr. Nishimura is President of Netwest USA, Inc. of Nevada, and President of Ebiyusa Co. of Osaka, Japan.
Committees of the Board of Directors.
The Board of Directors, acting as a whole, has served as the Audit Committee, the Compensation Committee and the Nominating Committee. The Board of Directors does not currently have a qualified financial expert; but will seek such a director as soon as the finances of the Company allow it to do so. The full Board of Directors will continue to fulfill these various committee responsibilities.
Director Compensation.
The Company does not pay fees to directors; however, the Company may adopt a policy of making such payments in the future.
Employment and Consulting Agreements.
The Company has no employment contracts with any of its officers or directors and maintains no retirement, fringe benefit or similar plans for the benefit of its officers or directors. The Company may, however, enter into employment contracts with its officers and key employees, adopt various benefit plans and begin paying compensation to its officers and directors as it deems appropriate to attract and retain the services of such persons.
ACCOMPANYING REPORTS
The Company's Annual Report on Form 10-KSB, including audited consolidated financial statements as at and for the years ended September 30, 2004 and 2003 accompanies this information statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Alberto Docouto President |