Century Laboratories, Inc.
Delaware 72-0510027
720 2nd Street
Santa Rosa, CA 95402
Tel. 818-242-1490
Fax. 818-905-1404
copies to:
Lance N. Kerr Law Office
155 W. Washington Blvd.
Suite 1995
Los Angeles, CA 90015
Tel. 213.741.1790
Fax. 213.741.1792
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed on or before May 4, 2002 to
holders of record on April 22, 2002 of Century Laboratories, Inc., a Delaware
corporation (the "Company") in connection with an anticipated change in the
members of the Board of Directors. The information contained in this
Information Statement regarding the persons designated to become directors of
the Company has been furnished to the Company by third parties and the Company
assumes no responsibility for its accuracy or completeness.
This Information Statement is being delivered to provide information
regarding anticipated changes in the members of the Board of Directors as a
result of completion of an reorganization of the business of the Company.
This statement is for informational purposes only. You are urged to read this
Information Statement carefully. No action on your part is sought or required.
On April 4, 2002 Century Laboratories, Inc.,("CYLI"), the shareholders
of Century Laboratories, Inc. who are or will be the owners of or otherwise
represent at least fifty one per cent (51%) of all the issued and outstanding
common stock (the "Shareholders") and Vista Continental Corp, a Nevada Corp.
("VCC") entered into a reorganization and stock purchase agreement (the
"Reorganization Agreement").
CYLI was incorporated in Delaware on June 16, 1958. Its authorized
capital consists of 65,000,000 shares of common stock, par value $.001 and
10,000,000 shares of preferred stock, par value $.001. As of the date of the
reorganization agreement CYLI had issued and outstanding 4,108,982 common
shares and no shares of preferred stock issued and outstanding. CYLI had no
outstanding options, warrants, rights or other contractual arrangements
relating to the issuance of any additional common or preferred shares.
At the closing the shareholders of VCC will exchange all of their issued
and outstanding shares for 39,837,355 common shares of CYLI issued by CYLI for
purposes of the transaction. These newly issued shares of CYLI will be issued
pursuant to Section 4(2) of the Securities Act of 1933 and any related state
securities law exemptions. The closing date is scheduled for May 15, 2002. The
transaction will result in VCC becoming a wholly owned subsidiary of CYLI.
Following the closing the total issued and outstanding shares of CYLI will
total 43,946,337 common shares. No preferred shares will be outstanding. The
closing is subject to certain due diligence by both parties to the agreement
and may be changed by mutual agreement but in no event may it be extended
beyond June 4, 2002.
VCC is a natural resource company currently engaged in the acquisition,
exploration and development of mineral resource properties. VCC was formed in
1999 and acquired several mineral resource properties in Peru.
In conjunction with the reorganization plan the Company will seek
written consent of the shareholders to amend the certificate of incorporation
of CYLI to change its name to Vista Continental Corporation. The current
officer and director will resign and appoint a new board of directors. These
new directors will appoint new executive officers for the Company.
The following table contains information regarding the Executive
Officers and Directors of our Company:
Name Age Position Director since:
- ---------------------------------------------------------------------------
Robert Bryan 51 President, Secretary, August 18, 2000
Treasurer & Director
The following is a brief description of the business experience for the
past five years of our Company's Executive Officers and Directors:
Robert Bryan, a native of St. Louis, Missouri and attended Florissant
Valley Jr. College from 1969-1971, where he studied art and graphic design.
Mr. Bryan currently resides in the San Francisco, California area, has been a
professional studio artist for over 20 years and founded his own art studio,
Bryan Design, in 1989. Mr. Bryan's studio produces fine and commercial art
products, including sculpture and paintings.
CHANGE IN MANAGEMENT
Upon closing the officers and directors of CYLI shall become:
Directors:
Steven Hegedus
Richard Smythe
Ashak Rustom
Takao Nishimura
Dennis Hare
Officers:
President Larry Nash
Vice President Ashak Rustom
Secretary Howard Rubinoff
Treasurer Ashak Rustom
The background and experience for the proposed officers and directors of
the surviving corp is as follows:
Larry Nash, DDS
President
Dr. Nash, age 59, a doctor of dental surgery, has received a national
award in Canada for his service club administration excellence and has acted
as Chief of his department at the Welland County Hospital. He is past Vice
President of strategic planning for Nova Continental Development Corporation,
a land development company in Nevada, and is past CEO of West Nevada Precious
Metals of Nevada, a company engaged in precious metals testing.
Ashak Rustom
Vice President, Treasurer and a Director
Mr. Rustom, age 51, is the Vice President, Chief Financial Officer,
Treasurer and a Director for Nova Continental Development Corporation, a real
estate land development company. He has an extensive background in project
management, contract administration, financing, cash flow projections,
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.
Howard Rubinoff
Secretary
Mr. Rubinoff, age 45, a partner at the law firm Fogler/Rubinoff, is a
lawyer with over 15 years experience in corporate and commercial law with an
emphasis on mergers and acquisitions and financing. A graduate of Windsor Law
School, Mr. Rubinoff has traveled extensively assisting clients in their
global expansions and has been involved in the purchase and financing of many
hydroelectric power plants. Mr. Rubinoff's firm is the Canadian member of the
International Lawyers network.
Steven Hegedus, DDS
Director
Dr. Hegedus, age 67, received his Doctor of Dental Surgery in 1952 from
the University of Toronto, and has thriving orthodontic practices 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 the President
of Villa Mora Corporation, an Ontario real estate development company.
Richard Smythe, Ph.D.
Director
Dr. Smythe, age 56, 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). His
doctoral dissertation dealt with the application of high resolution gas
chromatography and mass spectrometry to the analysis of engine exhaust
emissions. Dr. Smythe then did a post-doctoral fellowship in electro-
analytical chemistry at the State University of New York at Buffalo.
Since his post-doctoral work, Dr. Smythe has acted as adjunct research
supervisor at Brock University in St. Catherines, Ontario, advising and
supervising Master's in Science candidates in analytical chemistry. He also
has lectured at Brock and other universities in the fields of industrial
chemistry and environmental toxicology.
Dr. Smythe has operated his own testing and analysis laboratory and continues
to act as consulting senior scientist for Walker Industries.
A forensic scientist, Dr. Smythe is qualified as an expert witness in
the fields of chemistry, toxicology, physics, mathematics, computer science,
electronics and forensic science in all levels throughout the court system of
the province of Ontario and the states of New York and Pennsylvania. He is a
member of the American Chemical Society; Chemical Institute of Canada, Niagara
Section (past Chairman); Chemical Advisory Board, Niagara College of Applied
Arts and Technology (past Chairman); Society for Applied Spectroscopy;
American Society for Materials; and Canadian Association of Fire
Investigators.
Dr. Smythe's journal publications are as follows:
A Gas Chromatographic-Mass Spectrographic Study of Organic Compounds
Absorbed on Particulate Matter from Diesel Exhaust, F.W. Karasek, R.J. Smythe
and R.J. Laub, Journal of Chromatography, 101, (1), 125-136 (1974)
Preparation of High Capacity High Resolution Open Tubular Columns, F.W.
Karasek, R.J. Smythe and R.J. Laub, Journal of Chromatography, 97, (2) 151-154
(1974)
The Analysis of Diesel Engine Exhausts for Low Molecular Weight Carbonyl
Compounds, R.J. Smythe and F.W. Karasek, Journal of Chromatography, 86, (1),
228-231 (1973)
Trapping System and Technique for Indirect Gas Chromatographic Mass
Spectrometry Interfacing, F.W. Karasek and R.J. Smythe, A.C. 43, 2008 (1971)
The Reaction of Hydroperoxide with Triphenylphosphine, R. Hiatt, R.J.
Smythe and Christine McColeman, Canadian Journal of Chemistry, 49 (10) 1707
(1971)
Dennis Hare
Director
Mr. Hare, age 70, is past Vice-President and Director of International
Operations for Acres International, a worldwide engineering consulting firm.
He also served as Acres International's board member for Various Joint
Ventures and Consortia, responsible for executing hydroelectric, irrigation
and mining projects in Iran, India and China. As Vice-President, Hydro
Division for Acres International, Mr. Hare had corporate responsibility for
business development and operations relating to all hydroelectric, irrigation,
water resource projects and agriculture activities overseas, including
management of major projects in Pakistan, Ghana, Iran, China, Laos, Cambodia,
Argentina, Colombia and Canada. Mr. Hare was also Founding Director of Canada
China Power Inc. (CIPM).
Mr. Hare received his degree in Civil Engineering from the University of
Wales in Cardiff (UK) and is a member of both the Professional Engineers of
Ontario and the Institution of Civil Engineers, UK. Mr. Hare is fluent in
English and Spanish.
Takao Nishimura
Director
Mr. Nishimura, age 48, graduated with a bachelor's from Kyoto University
of Foreign Studies 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 Y's Men's Club of Toshin District in
Japan. Mr. Nishimura is president of Netwest USA, Inc. of Nevada and also
president of Ebiyusa Co. of Osaka, Japan.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the numbers of shares of common stock
that are owned of record of the Company prior to closing of the reorganization
plan.
Name and Address Number of Shares Percent
Owned Beneficially of Class
Robert Bryan 2,646,698 64.4
P.O. Box 3588
Santa Rosa, CA 95402
Amanda Whipp 500,000 12.2
P.O. Box 1465
Agoura Hills, CA 91365
Edwin Mendlinger 262,225 6.4
160 East 65th Street,
Apt. 12F
New York, New York 10021
All Directors and Officers 2,646,698 64.4
The following table sets forth the numbers of shares of common stock
that will be owned of record or beneficially following the closing of the
transaction including the expected future officers and directors.
Name and Address Number of Shares Percent
Owned Beneficially of Class
Steve Hegedus 200,000 .005
851 S. Ramprt Blvd. # 150
Las Vegas, NV 89128
Ashak Rustom 205,800 .005
851 S. Ramprt Blvd. # 150
Las Vegas, NV 89128
Takao Nishimura 327,500 .007
851 S. Ramprt Blvd. # 150
Las Vegas, NV 89128
Alberto Docouto 32,997,528 75.09
851 S. Ramprt Blvd. # 150
Las Vegas, NV 89128
Robert Bryan 2,646,698 6.02
P.O. Box 3588
Santa Rosa, CA 95402
Proposed officers
and directors as a
group 733,300 1.67
Executive Compensation
The current officer and director of the Company, Robert Bryan, does not
draw a salary from the Company.
Once the reorganization plan closes Dr. Larry Nash will be the new
President of the Company. His compensation will be set at the rate of $ 93,000
per annum. He will received no other forms of compensation or stock options.
No other compensation is currently planned for the other exptected officers
and directors.
Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated. No director, officer of affiliate of
the Company, and no owner of record or beneficial owner of more than five
percent (5%) of the securities of the Company, or any associate of any such
director, officer or security holder is a party adverse to the Company or has
a material interest adverse to the Company in reference to pending litigation.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATION
PURPOSES ONLY. NO ACTION ON YOUR PART IS SOUGHT OR REQUIRED.
April 22, 2002