U.S. 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: June 11, 2002
CENTURY LABORATORIES, INC.
COMMISSION FILE NO. 2-90519
A Delaware Corporation EIN: 72-0510027
851 S. Rampart Blvd. # 150
Las Vegas, NV 89145
Telephone 702-228-2077
Former Address:
730 2nd St.
Santa Rosa, Calif. 95402-3588
Item 1. Change in Control.
Effective June 6, 2002 pursuant to the terms of a Reorganization and
Stock Purchase Agreement dated as of the 9th day of April, 2002 ("the
Reorganization Agreement") the Registrant acquired all of the issued and
outstanding common stock of Vista Continental Corporation, a Nevada
corporation ("VCC"), in exchange for 39,837,355 shares, or approximately
90.7 % of the common stock of the Registrant. The terms of the acquisition
are more fully described in the Reorganization Agreement, a copy of which is
attached as Exhibit 10.1 hereto. Set forth below are the names of the persons
who acquired control of the Registrant and the respective number of shares
acquired by each. Immediately following this reorganization, the recipients
owned the percentage set opposite their names of the common stock of the
Registrant.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the numbers of shares of common stock
that are owned of record following the change in control.
Name and Address Number of Shares Percent
Owned Beneficially of Class
Steve Hegedus 200,000 .005
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128
Ashak Rustom 205,800 .005
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128
Takao Nishimura 327,500 .007
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128
Alberto Docouto 32,997,528 75.09
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128
Robert Bryan 2,646,698 6.02
P.O. Box 3588
Santa Rosa, CA 95402
Officers and
directors as a
group 733,300 1.67
In addition, the current officer and director of Century Laboratories,
Inc. resigned and a new Board of Directors was elected and new officers were
elected.
The new officers and directors of Century Laboratories are:
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 new officers and directors of
Century 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 61, 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.
Executive Compensation
Dr. Larry Nash, the new President of the Company will
receive compensation at the rate of $ 93,000 per annum.
Item 2. Acquisition of Assets.
On June 6, 2002 Century Laboratories, Inc. acquired all
of the issued and outstanding shares of Vista Continental Corp.,
a Nevada Corp. in exchange for insurance of 39,837,355
shares of common stock. Details of the assets and liabilities
of Vista Continental Corp. are set forth in Item 7. The
reorganization agreement is filed as Exhibit 10.1 under Item 7.
VCC is engaged in the development and mining of several contiguous
mineral concessions in South America. The Registrant intends to
continue in the same business.
Item 7. Financial Statements and Exhibit
Audited financial information for Vista Continental Corporation follows:
VISTA CONTINENTAL CORPORATION
(formerly Vista Continental Development Corp.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
As of September 30, 2001
ASSETS
Cash $ 13,764
Prepaid rent 10,782
Property & equipment, net of $2,463
accumulated depreciation 932,038
Rental houses in Las Vegas, NV
net of $7,084 accumulated depreciation 1,260,416
Mining concessions 9,775
Deposits 500
----------
$2,227,275
==========
LIABILITIES
Accounts payable $ 2,949
Advance payable to an officer 100
Tenant security deposits 3,345
----------
Total Liabilities 6,394
----------
Minority interest 12,418
Commitments
STOCKHOLDERS' EQUITY
Common stock, $.001 par, 75,000,000 shares
authorized, 36,810,300 shares issued
and outstanding 36,810
Additional paid in capital 3,220,426
Deficit accumulated during
the development stage (1,048,773)
----------
Total Stockholders' Equity 2,208,463
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,227,275
VISTA CONTINENTAL CORPORATION
(formerly Vista Continental Development Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF EXPENSES
For the years ended September 30, 2001 and 2000 and
the Period from July 1, 1998 (Inception)
Through September 30, 2001
Inception
Through
2001 2000 2001
--------- -------- ---------
Mining operating expenses $ 87,605 $ 21,494 $ 135,883
Administrative expenses 886,148 1,390 887,538
Depreciation 2,463 2,463
--------- --------- ---------
Net loss from operations ( 976,216) ( 22,884) (1,025,884)
Other income
- rental house expenses,
net of rental house
receipts ( 21,057) ( 21,057)
- minority interest portion of
net rental house expenses 211 211
- foreign currency loss ( 2,043) ( 2,043)
----------- --------- ---------
Net loss $( 999,105) $( 22,884) $(1,048,773)
=========== ========= =========
Per share, basic and diluted:
Net loss per common share $(.03) $(.00)
Weighted average
common shares outstanding 36,263,346 34,930,000
VISTA CONTINENTAL CORPORATION
(formerly Vista Continental Development Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from July 1,1998 (Inception)
Through September 30, 2001
Deficit
Accumulated
During
Common Stock Paid in Development
Shares $ Capital Stage Totals
---------- ------- ---------- --------- ----------
Incorporation of:
Vista Continental
Corporation 1,430,000 $1,430 $ 1,430
Incorporation of
Quillabamba
Mining, S.A.C. 23,500,000 23,500 $( 22,521) 979
Shareholder contributions
to capital 29,248 29,248
Net loss $( 26,784) (26,784)
---------- ------- -------- -------- ----------
Balances,
September 30, 1999 24,930,000 24,930 6,727 ( 26,784) 4,873
Shares issued in exchange
for mining equipment
on October 1, 1999 10,000,000 10,000 30,000 40,000
Shareholder contributions
to capital 32,290 32,290
Net loss ( 22,884) ( 22,884)
------ ------- ---------- --------- ----------
Balances,
September 30,2000 34,930,000 34,930 69,017 ( 49,668) 54,279
Services at $.004
per share in
December 2000 1,620,000 1,620 4,860 6,480
7 rental properties on
March 29, 2001 114,000 114 1,117,497 1,117,611
Cash at $10 per share
on May 22, 2001 100,000 100 999,900 1,000,000
1 rental property on
June 7, 2001 13,000 13 132,647 132,660
Cash at $10 per share
from June 2001 through
September 2001 33,300 33 332,967 333,000
Options issued to employees 373,750 373,750
Shareholder contributions
To capital 189,788 189,788
Net loss ( 999,105) (999,105 )
---------- ------- ---------- ----------- ----------
Balances,
September 30, 2001 36,810,300 $36,810 $3,220,426 $(1,048,773 $2,208,463
========== ======= ========== =========== ==========
VISTA CONTINENTAL CORPORATION
(formerly Vista Continental Development Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended September 30, 2001 and 2000 and
the Period from July 1, 1998 (Inception)
Through September 30, 2001
Inception
Through
2001 2000 2001
----------- --------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net deficit accumulated during the
development stage $ (999,105) $(22,884) $(1,048,773)
Adjustments to reconcile net deficit
to cash used by operating activities:
Depreciation 9,548 9,548
Stock and options issued
for services 380,230 1,280 380,230
Income assigned to minority interest ( 211) ( 211)
Increase in prepaid rent ( 10,525) ( 10,782)
Increase in accounts payable 2,440 (599) 2,949
Decrease in tenant security deposits( 1,255) (1,255)
---------- ---------- ----------
NET CASH USED BY OPERATING ACTIVITIES (618,878) (22,203) (667,014)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property & equipment (893,710) ( 791) (894,501)
Acquisition of mining concessions ( 8,115) ( 9,775)
Increase in deposits ( 500) ( 500)
---------- ---------- ----------
(894,210) ( 8,906) (904,776)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable to founder 100 100
Contributions to capital
by founding shareholder 189,788 32,290 252,305
Sale of stock 1,333,000 150 1,333,150
---------- --------- ----------
NET CASH FLOWS FROM
FINANCING ACTIVITIES 1,522,888 32,440 1,585,555
---------- ---------- ----------
NET CHANGE IN CASH 9,800 1,331 13,765
Cash balance, beginning 3,965 2,634 0
---------- ---------- ----------
Cash balance, ending $ 13,765 $ 3,965 $ 13,765
========== ========== ==========
Noncash Transactions:
Purchase of rent houses with stock $1,250,271 $1,250,271
Purchase of equipment with stock $ 40,000 40,000
VISTA CONTINENTAL CORPORATION
(formerly Vista Continental Development Corp.)
(A Development Stage Company)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. A predecessor entity, Quillabamba Mining, S.A.C., was
organized as a Peruvian corporation on July 1, 1998 (see Note 2). The Norsoca
Trust was created as a California Business Trust on July 25, 1998. 35
shareholders contributed a total of $1,430 for 1,430,000 shares. The proceeds
were used to incorporate Vista Continental Development Corp., ("Vista
Development") in Nevada on September 24, 1999. The Norsoca shareholders
swapped their shares one for one for 1,430,000 shares of Vista and Norsoca was
dissolved. Vista Development changed its name to Vista Continental
Corporation ("Vista") on December 16, 1999. Vista is developing a mining
concession in Peru that it acquired in October 2000. Vista also owns rent
houses contributed by non-control shareholders. See Note 2.
Principles of consolidation. The consolidated financial statements include the
accounts of Vista and its subsidiaries. All significant intercompany
transactions and balances have been eliminated.
Cash and cash equivalents. For purposes of the statements of cash flows,
Vista considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Use of estimates. In preparing financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheet and revenue and expenses in the income
statement. Actual results could differ from those estimates.
Revenue recognition. Vista has no revenues to date from its mining
operations. Rental house income is included in other income.
Long lived assets. Property, plant and equipment are stated at cost less
depreciation beginning when the assets are placed in service. Major renewals
and improvements are capitalized; minor replacements, maintenance and repairs
are charged to current operations.
Depreciation is computed by applying the straight-line method over the
estimated useful lives of the machinery and equipment. Vista performs reviews
for the impairment of long-lived assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.
A summary of property and equipment as of September 30, 2001 is as follows:
Cost Depr. lives
---------- -----------
Mining equipment not yet in service $ 912,331 4 years
Office computers and equipment 15,070 3 years
Vehicles 7,100 3 years
Accumulated depreciation ( 2,463)
----------
$ 932,038
==========
Income taxes. Vista accounts for income taxes using the asset and liability
approach which is used to recognize deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities. Vista records a
valuation allowance to reduce the deferred tax assets to the amount that is
more likely than not to be realized.
Foreign currency. Vista's foreign subsidiary has the U.S. dollar designated as
their functional currency. Financial statements of these foreign subsidiaries
are remeasured to U.S. dollars for consolidation purposes using current rates
of exchange for monetary assets and liabilities and historical rates of
exchange for nonmonetary assets and related elements of expense. Revenue and
other expense elements are remeasured at rates that approximate the rates in
effect on the transaction dates. Remeasurement gains and losses are included
in other income and expense.
Earnings per common share. Basic earnings (loss) per common share is computed
using the weighted average number of common shares outstanding during the
period. Diluted earnings per common share is computed using the combination of
dilutive common share equivalents and the weighted average number of common
shares outstanding during the period.
Stock options. Vista accounts for stock options issued to employees in
accordance with Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees. For financial statement disclosure purposes and
issuance of options and warrants to non-employees for services rendered, the
Company follows statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation.
NOTE 2 - SUBSIDIARIES AND PROPERTY AND EQUIPMENT
In October 2000, Alberto Docouto contributed $40,000 in mining equipment
valued at his original cost for 10,000,000 shares of Vista.
Quillabamba Mining S.A.C. ("Quillabamba") was formed as a Peruvian corporation
on July 1, 1998. This entity controlled 7 mining leases in Peru. In October
2000, a 1% shareholder returned his share to Quillabamba and Mr. Docouto, a
98% shareholder, contributed his now 99% ownership of Quillabamba with Vista
for 23,500,000 shares of Vista. Because both companies are and have been
controlled by Mr. Docouto since their inceptions, these financial statements
are shown as having been combined since the inception of each. The remaining
1% of Quillabamba is owned by a Peruvian citizen, as required by Peruvian law.
In March 2001, 7 rent houses in Las Vegas valued at $1,117,611 were
contributed by an investor for 114,000 shares of Vista. These houses were
contributed by Vista to Vista Management Holdings Co. LLC ("VMH I") in
exchange for a 99% ownership interest in VMH I.
In June 2001, one rent house in Las Vegas valued at $132,660 was contributed
by an investor for 13,000 shares. This house was contributed by Vista to
Vista Management Holdings Co. II LLC ("VMH II") in exchange for a 99%
ownership interest in VMH II.
The other 1% of each rent house LLC is controlled by Mr. Docouto through
another entity.
NOTE 3 FURNITURE AND ARTWORK
Vista has furniture and artwork in its office with an original cost of
$242,000. This furniture and artwork has not been purchased and is on loan
from an unrelated party for the time being. There is no obligation to
purchase it.
NOTE 4 - TENANT SECURITY DEPOSITS
Each of the eight rental properties require a security deposit from the
tenant. In the acquisition of the rental properties, Vista assumed $4,600 of
tenant security deposits. Balances as of September 30, 2001 and 2000 were
$3,345 and $0 respectively.
NOTE 5 - MINORITY INTEREST
Vista owns 99% of each of its three subsidiaries. The remaining one percent
minority interest in each subsidiary is held by another entity controlled by
Mr. Docouto.
NOTE 6 - COMMON STOCK ISSUANCES
FOR SERVICES
In December 2000, Vista issued 1,500,000 shares of common stock to directors
and employees for a fair value of $.004 per share for a total value of $6,000.
FOR CASH
In May 2001, Vista sold 100,000 shares of common stock for $10 per share for
total proceeds of $1,000,000. From June 2001 through September 2001, Vista
sold 33,300 shares of common stock for $10 per share for total proceeds of
$333,000.
NOTE 7 - INCOME TAXES
Deferred tax assets $ 175,994
Less: valuation allowance (175,994 )
---------
Net deferred taxes $ 0
=========
Vista has net operating losses of $27,784, $22,884, and $467,962 at September
30, 1999, 2000 and 2001 respectively which each can be carried forward 20
years.
NOTE 8 NET ROYALTY AGREEMENT
As compensation for initial corporate organizational efforts, on October 18,
2000 Vista agreed to grant an entity controlled by him a 10% net revenue
interest in all future production from Vista's 7 mining leases (see Note 2).
This interest is defined as all gross receipts less operating expenses.
Because production has not begun and there are no proven mining reserves,
Vista will record this compensation expense as saleable production occurs.
NOTE 9 - STOCK OPTIONS AND WARRANTS
Vista's Stock Option Plan provides for the grant of up to 600,000 shares of
non-qualified options to directors, officers and employees of Vista, and
opportunities for directors, officers, employees and consultants of Vista to
make purchases of stock in Vista. The plan's issuances are administered by
the Board of Directors of Vista, who have substantial discretion to determine
the recipients, amounts, time, price, exercise terms, and restrictions, if
any. 29,000 shares have been issued under this plan as of January 11, 2002
(see Note 11).
During the year ended September 30, 2001, Vista issued stock options to
employees and directors. Vista uses the intrinsic value method of calculating
compensation expense, as described and recommended by APB Opinion 25, and
allowed by FASB Statement 123. During the year ended September 30, 2001, the
difference between the current cash selling price of $10 per share and the
option exercise price of $5 per share, for 431,000 shares is $215,500, which
will be recognized as compensation expense for the issuance of these options.
$178,000 was recognized in 2001 and $12,500 will be recognized in each of
2002, 2003 and 2004 as the options become exercisable. Had compensation cost
for Vista's stock-based compensation plan been determined based on the fair
value at the grant dates for awards under those plans consistent with the
Black-Scholes option-pricing model suggested by FASB Statement 123, Vista's
net losses and loss per share would not have changed.
Summary information is as follows:
No. of Exercise
Options Price
------- --------
Options outstanding at September 30, 2000 none
Options granted in the current year 810,000 $ 5.00
Options forfeited during the current year (100,000) 5.00
-------- -------
Options outstanding at September 30, 2001 710,000 5.00
Weighted average grant-date fair value of
options granted during the year $2,550,000
Total compensation cost to be recognized in 2001: 373,750
Additional disclosures as of September 30, 2001 are:
Options
At $5.00
---------
Number of shares 710,000
Weighted average remaining life 54 months
Currently exercisable share options 400,000
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Vista has two offices, one in Las Vegas and one in Toronto. The lease for the
Las Vegas office expires on January 31, 2003 with a monthly rent of $10,800.
The Toronto office lease is $2,525 per month and the term is month-to-month.
Rent expense in 2001 and 2000 was $66,791 and $0 respectively.
Vista has employment agreements with 4 senior management personnel, which vary
from 3 to 5 years in total length. As of January 11, 2002, the following are
the minimum salary commitments.
Year ended September 30, 2002 $ 286,600
2003 302,200
2004 302,200
2005 302,200
2006 277,200
- thereafter 7,800
----------
Total $1,478,200
==========
In connection with these employment agreements, Vista will owe 6 months'
salary to two of these individuals if they are terminated by Vista. If Larry
Nash, CEO beginning November 5, 2001, is terminated for any reason, his full
salary, currently at $93,600 per year, is payable through November 5, 2006.
Two consultants are due 250,000 shares each when the company obtains a listing
for trading of its shares on NASDAQ.
NOTE 11 - RENT HOUSE ACQUISITION PRO FORMA
The following table reflects the unaudited pro forma results of operations for
the year ended September 30, 2001 and 2000, as if the 2001 acquisition had
been completed on October 1, 1999. The pro forma results include estimates
and assumptions which management believes are reasonable. However, pro forma
results may not be indicative of the results which would have occurred if the
business combination had been in effect on the dates indicated, or which may
result in the future.
2001 2000
--------- ---------
Net loss from operations (447,115) (22,884)
Other income
- rental house expenses, net of
rental house receipts ( 39,589) 18,415
- minority interest portion of
net rental house expenses 396 ( 184)
--------- ---------
Net loss $(486,308)$ ( 4,653)
========= =========
Per share, basic and diluted:
Net loss per common share $(.01) $(.00)
NOTE 12 SUBSEQUENT EVENTS
In early January 2002, the Company issued an additional 29,000 options to two
of its employees.
INDEPENDENT AUDITORS REPORT
To the Board of Directors
Vista Continental Corporation
(formerly Vista Continental Development Corp.)
(A Development Stage Company)
Houston, Texas
We have audited the accompanying balance sheets of Vista Continental
Corporation, as of September 30, 2001 and 2000, and the related statements of
expenses, stockholders equity, and cash flows for each of the two years then
and for the period from September 24, 1999 (Inception) through September 30,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vista Continental
Corporation, as of September 30, 2001 and 2000, and the results of its
operations and its cash flows for the periods described in conformity with
accounting principles generally accepted in the United States.
MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas
January 11, 2002
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
As of March 31, 2002
<table>
<c>
ASSETS <s>
Cash
$3,981
Prepaid rent 10,782
Property & equipment, net of $7,390 accumulated depreciation 927,111
Rental houses in Las Vegas, NV
net of $14,254 accumulated depreciation 1,253,246
Mining concessions 409,775
Deposits 500
----------
$2,605,395
==========
LIABILITIES
Accounts payable $ 4,949
Advance payable to an officer 100
Tenant security deposits 4,695
----------
Total Liabilities 9,744
----------
Minority interest 12,362
Commitments
STOCKHOLDERS' EQUITY
Common stock, $.001 par, 75,000,000 shares
authorized, 40,237,355 shares issued
and outstanding 40,237
Additional paid in capital 7,997,195
Deficit accumulated during the development stage (5,454,143)
----------
Total Stockholders' Equity 2,583,289
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,605,395
==========
</table>
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF EXPENSES
For the Six and Three Month Periods ended March 31, 2002 and 2001 and
the Period from July 1, 1998 (Inception)
Through March 31, 2002
<table>
<c> <s> <s> <s> <s> <s>
Inception
6 and 3 Mo. Ended 6 and 3 Mo. Ended Through
2002 2002 2001 2001 2002
----------- ----------- --------- --------- -----------
Mining operating expenses $ 77,555 $ 43,450 $ 213,438
Administrative expenses 4,317,323 169,797 5,204,861
Depreciation 4,927 2,464 7,390
----------- ----------- --------- --------- -----------
Net loss from operations (4,399,805) (215,711) (5,425,689)
Other income
- rental house expenses,
net of rental house
receipts ( 5,621) (3,637) ( 26,678)
- minority interest
portion of net rental
house expenses 56 36 267
- foreign currency loss ( 2,043)
----------- --------- --------- -------- -----------
Net loss $(4,405,370 )$(219,312) $(5,454,143)
=========== =========== ========= ======= ===========
Per share, basic and diluted:
Net loss per common share $(.12) $(.01)
Weighted average
common shares
outstanding 37,523,828 39,523,828
</table>
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Month Periods ended March 31, 2002 and 2001 and
the Period from July 1, 1998 (Inception)
Through March 31, 2002
<table>
<c> <s> <s> <s>
Inception
Through
2002 2001 2002
----------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net deficit accumulated during the
development stage $(4,405,370) $(5,454,143 )
Adjustments to reconcile net deficit
to cash used by operating activities:
Depreciation 12,096 21,644
Stock and options issued for services 4,000,000 4,381,510
Loss assigned to minority interest ( 56) ( 267)
Increase in prepaid rent ( 10,782)
Increase in accounts payable 2,000 4,948
Decrease in tenant security deposits 1,350 95
----------- ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES (389,980) (1,056,995)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property & equipment (894,501)
Acquisition of mining concessions ( 9,775)
Increase in deposits ( 500)
----------- ----------- -----------
( 904,776)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable to founder 100
Contributions to capital
by founding shareholder 109,646 360,962
Sale of stock 270,550 1,603,700
----------- ----------- -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES 380,196 1,965,752
----------- ----------- -----------
NET CHANGE IN CASH ( 9,784) 3,981
Cash balance, beginning 13,765 0
----------- ----------- -----------
Cash balance, ending $ 3,981 3,981
=========== =========== ===========
</table>
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Vista
Continental Corporation have been prepared in accordance with
accounting principles generally accepted in the United States
of America and should be read in conjunction with the audited
financial statements and notes thereto contained elsewhere in this
Form 14C. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be
expected for the full year. Notes to the financial statements which
would substantially duplicate the disclosure contained in the audited
financial statements for the most recent fiscal year 2001, as reported
elsewhere in this Form 14C, have been omitted.
NOTE 2 - COMMON STOCK ISSUANCES
In the six months ended March 31, 2002, Vista issued 27,055 shares for $10 per
share or $270,550 in cash, 400,000 shares for services valued at $10 per share
or $4,000,000 and 3,000,000 shares to the founder and majority shareholder for
two new mining concessions in Peru. These shares have been valued at the
shareholder's original cost of these mining concessions, or $400,000.
Pro Forma Consolidated Condensed Balance Sheet:
The following pro forma balance sheet has been derived from the balance sheet
of Century Laboratories, Inc. ("CYLI") at December 31, 2001 and, adjusts such
information to give effect to the acquisition of Vista Continental Corporation
("VCC"), as if the acquisition had occurred at each company's fiscal year-end
as indicated. This pro forma balance sheet is presented for informational
purposes only and does not purport to be indicative of the financial condition
that would have resulted if the acquisition had been consummated at each
company's fiscal year-end as indicated. The pro forma balance sheet should be
read in conjunction with the notes thereto and CYLI's financial statements and
related notes thereto contained in CYLI's latest annual report filed with the
SEC, and VCC's consolidated financial statements and related notes thereto
enclosed with this filing.
<c> <s> <s> <s> <s>
12/31/01 9/30/01 10/31/01
CYLI VCC Adjustments Pro Forma
---------- ---------- ------------ ----------
Cash $ 36 $ 13,764 $ 13,800
Accounts receivable, net 0 10,782 10,782
---------- ---------- ----------
Total current assets 36 24,546 24,582
Property and equipment, net 0 932,038 932,038
Rental houses in Las Vegas 0 1,260,416 1,260,416
Mining concessions 9,775 9,775
Deposits 0 500 500
---------- ---------- ----------
Total assets $ 36 $2,227,275 $2,227,311
========== ========== ==========
Accounts payable and
accrued expenses $ 0 $ 6,394 $ 6,394
Note payable to shareholder 25,800 25,800
---------- ---------- ----------
Total current liabilities 25,800 6,394 32,194
Minority interest 12,418 2,418
Stockholders' Equity
Common stock, $.001 par value,
65,000,000 shares authorized,
3,217,204 and 40,027,504
shares issued and
outstanding 3,217 (1) 36,811 40,028
Common stock, $.001 par value,
75,000,000 shares authorized,
36,810,300 shares issued and
outstanding 36,810 (1) ( 36,810)
Additional paid in capital 7,708,666 3,220,426 (1) (7,737,648) 3,191,444
Retained deficit (7,737,647) (1,048,773) (1) 7,737,647 (1,048,773)
---------- ---------- ----------
( 25,764) 2,208,463 2,182,699
---------- ---------- ----------
$ 36 $2,227,275 $2,227,311
========== ========== ==========
Notes to Pro Forma Consolidated Condensed Balance Sheet
(1) Century Laboratories, Inc. will issue (a) 39,837,355 shares of its common
stock in exchange for 100% of the outstanding stock of Vista Continental
Corporation. As of the merger date, CYLI has 4,108,982 shares outstanding and
VCC has 39,837,355 shares outstanding, so the total combined outstanding
shares will be their sum, or 43,946,337. However, as of their respective
year-ends, CYLI has 3,217,204 shares outstanding and VCC has 36,810,300 shares
outstanding, so the pro forma shows a combined total of only 40,027,504 shares
outstanding.
The combination is accounted for as a recapitalization of VCC. All recorded
values of assets and liabilities continue in the combined entity.
(2) VCC audited financial statements as of September 30, 2001 and for the two
years then ended are included in this filing.
EXHIBIT 10.1
Following is the reorganization agreement that resulted in the acquisition
of all the shares of Vista Continental Corp.
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of April 9, 2002
(this "AGREEMENT")is by and between CENTURY LABORATORIES, INC., a DELAWARE
Corporation ("CYLI"), shareholders of CYLI who are or will be the owners
of or otherwise represent at least FIFTY-ONE PERCENT (51%)
of all the issued and outstanding common stock (the "SHAREHOLDERS") and
VISTA CONTINENTAL CORP., a NEVADA Corporation ("VCC").
CYLI was incorporated in the state of 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 effective date of this AGREEMENT, CYLI has issued
and outstanding 4,108,982 common shares (the "OUTSTANDING SHARES"). CYLI
has 0 shares of preferred stock outstanding and will have no outstanding
options, warrants, rights or other contractual arrangements relating to
the ability or requirement to issue any additional shares
of common or preferred stock.
The respective Boards of Directors of CYLI, VCC and the SHAREHOLDERS deem
it advisable and in the best interests of their corporations and
shareholders of their corporations, that the shareholders of VCC acquire
securities of CYLI in accordance with the terms and conditions of
this AGREEMENT.
1. PLAN OF REORGANIZATION: The SHAREHOLDERS signing this agreement are the
owners of or otherwise represent not less than 51% of the OUTSTANDING
SHARES of CYLI which the SHAREHOLDERS represent is a sufficient majority
to carry any vote for approval of this AGREEMENT under the
corporate law of the state of DELAWARE, the Articles of Incorporation of
CYLI, and the By-laws of CYLI. At the closing the shareholders of VCC and
or assigns shall acquire 39,837,355 common shares (the "NEW SHARES")
issued from the company's authorized but unissued shares. NEW SHARES
are to be issued pursuant to section 4(2) of the Securities Act of 1933 or
any available exemption from federal registration.
2. CONSIDERATION: Consideration for the events outlined in paragraph (1)
above shall be:
(a) The exchange of all the issued and outstanding stock of VCC for
the 39,837,355 NEW SHARES of CYLI thereby making VCC a wholly owned
subsidiary of CYLI.
(b) Items on the due diligence list (attached) shall be provided to
VCC by CYLI within 48 hours of signing this agreement.
(c) On the Closing Date (as hereinafter defined), the Board of
Directors of CYLI will deliver:
(i) authorized minutes of the board authorizing this transaction.
(ii) the corporate records of CYLI.
(iii) all documentation to reflect a request for a symbol and cusip
number change.
(iv) all documentation to reflect Shareholder approval of NEW SHARE
issuance and name
change.
(d) The CYLI SHARES shall be issued in certificates in form and
substance satisfactory to VCC.
3. CLOSING DATE; PLACE OF CLOSING: The CLOSING DATE shall be 5/15/2002.
The CLOSING DATE can be changed by mutual agreement, but in no event shall
the CLOSING DATE extend beyond 60 days from the date of signing this
agreement. PLACE OF CLOSING shall be the offices of ARTFIELD INVESTMENTS,
15301 Ventura Blvd. #300, Sherman Oaks, CA 91403.
4. DELIVERY OF CYLI SHARES: On or before the CLOSING DATE, CYLI will have
ready for delivery certificates representing the CYLI SHARES duly
endorsed, together with appropriate stock powers, so as to make VCC and/or
assigns the sole owners thereof, free and clear of all liens,
claims, and encumbrances. Delivery to be made at such place as to be
determined by parties.
5. REPRESENTATIONS OF CYLI:
(a) As of the CLOSING DATE, the 39,837,355 shares of CYLI common
stock to be delivered to VCC shareholders will constitute duly and
validly issued shares of CYLI, and are fully paid and nonassessable, and
will be legally equivalent in all respects to the common stock issued
and outstanding as of the date thereof.
(b) The officers of CYLI have the power and the authority to execute
this Agreement and to perform the obligations contemplated hereby.
(c) On the CLOSING DATE or such other date as agreed, management of
CYLI will deliver to VCC Audited Financial Statements as of 12/31/01 and
the audited balance sheet of CYLI as of 12/31/01 (the "Year End Financial
Statements"), and Financial Statements and a balance sheet
as of 3/31/02 (unaudited) (the "Interim Financial Statements" and,
together with the Year End Financial Statements, the "Financial
Statements") and the statement of income (loss), stockholders' equity and
changes in financial condition for the periods then ended. All
statements shall be done to GAAP standards.
(d) From and after the date hereof there will not have been, and
prior to the CLOSING DATE there will not be any material adverse changes in
the financial position of CYLI as set forth in the Financial Statements,
except changes arising in the ordinary course of business.
(e) CYLI is not, and as of the CLOSING DATE will not be involved in
any pending litigation not in the ordinary course of business or
governmental investigation or proceeding not reflected in the Financial
Statements or otherwise disclosed in writing to VCC and to the
knowledge of the Shareholders no litigation or governmental investigation
or proceeding beyond the ordinary course of business is threatened against
CYLI.
(f) As of the CLOSING DATE, CYLI will be in good standing as a
DELAWARE corporation.
(g) The authorized capital stock of CYLI 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 CLOSING CYLI will have issued
and outstanding 43,946,337 common shares. CYLI has no shares of preferred
stock outstanding. No shares have otherwise been registered under state
or federal securities laws. As of the CLOSING DATE, all of the issued and
outstanding shares of common stock of CYLI are validly issued, fully paid
and non-assessable and they are not and as of the CLOSING DATE there will
not be outstanding any other warrants, options or other agreements on the
part of CYLI obligating CYLI to issue any additional shares of common or
preferred stock or any of its securities of any kind.
(h) Representation that:
(i) All requisite corporate and other authorizations for the
execution of the agreement and performance thereof have been obtained.
(ii) Except as otherwise disclosed there is no pending threatened
litigation or other legal actions, proceedings or investigations.
(iii) The authorized capital of the stock is as set forth in this
Agreement, and all outstanding shares are duly authorized, validly issued
and fully paid.
(iv) The Company has complied with all filing requirements for the
Securities and Exchange Commission and all NASD filings and that said
filings conform to the requirements of the respective agencies.
(v) That all prior actions of the corporation in connection with
filings have conformed to applicable state and federal law.
(i) Neither the execution and delivery of the AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any
provision of the Articles of Incorporation or Bylaws of CYLI; will
violate, conflict with or result in the breach or termination of or
otherwise give any contracting party the right to terminate or constitute
a default under the terms of any agreement or instrument to which CYLI is
a party or by which any of its property or assets may be bound; will
result in the creation of any lien, charge or encumbrance upon
the properties or assets of CYLI, will violate any judgment, order,
injunction, decree or award against or binding upon CYLI or upon its
securities, property or business.
(j) CYLI is registered under Section 12(g) of the 1934 Act and is
currently trading on the OTC Bulletin Board under the symbol of CYLI.
6. REPRESENTATIONS OF VCC: VCC represents and warrants as follows:
(a) VCC has taken all necessary corporate action to authorize the
execution of this AGREEMENT and the transactions contemplated hereunder.
(b) Neither the execution and delivery of this AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any
provision of the Articles of Incorporation or Bylaws of VCC; will violate,
conflict with or result in breach or termination of or otherwise give any
contracting party the right to terminate or constitute a default under the
terms of any agreement or instrument to which VCC is a party or by which
any of its property or assets may be bound; will result in the creation of
any lien, charge or encumbrance upon the properties or assets of VCC, or
will violate any judgment, order, injunction, decree or
award against or binding upon VCC, or upon its securities, property or
business.
(c) All information supplied to CYLI in the Corporate Profile,
Business Plan, financial statements, and Proforma of VCC is accurate and
reliable information. None of the information supplied contains any untrue
statement of a material fact or omits to make any statement of
material fact necessary to make the statements therein not misleading.
(d) On the CLOSING DATE or such other date as agreed, management of
VCC will deliver to CYLI the Balance Sheet and Financial Statements of VCC
as of 12/31/01 (audited), and Balance Sheet and Financial Statements of
VCC as of 3/31/02 (unaudited).
(e) From and after the date hereof there will not have been and prior
to the CLOSING DATE there will not be any material adverse changes in the
financial position of VCC assets as set forth in the Balance Sheet except
changes arising in the ordinary course of business.
(f) VCC is not and as of the CLOSING DATE will not be involved in any
pending litigation not in the ordinary course of business or governmental
investigation or proceeding not disclosed in writing to CYLI, and to the
knowledge of the Shareholders no litigation or governmental investigation
or proceeding beyond the ordinary course of business is threatened
against VCC.
(g) As of the CLOSING DATE, VCC will be in good standing as a NEVADA
corporation.
(h) The new company will assume CYLI's filing obligations under all
relevant Federal Securities Laws and Regulations.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CYLI: All obligations of
CYLI and CYLI SHAREHOLDERS under this agreement are subject to the
fulfillment prior to or as of the CLOSING DATE, of each of the following
conditions:
(a) The representations and warranties by VCC contained in this
agreement or in any certificate or document delivered to CYLI pursuant to
the provisions hereof shall be true at and as of the time of closing as
though such representations and warranties were made at and
as of such time.
(b) VCC shall have performed and complied with all covenants,
agreements, and conditions required by this agreement to be performed or
complied with by it prior to or at closing.
(c) VCC shall have delivered to CYLI evidence to the effect that:
(i) VCC is a corporation duly organized, validly existing and in good
standing under the laws of the State of NEVADA.
(ii) VCC has the corporate power to carry on its business as now
being conducted.
(iii) This Agreement has been duly authorized, executed and delivered
by VCC and is a valid and binding obligation of VCC and enforceable in
accordance with its terms.
(iv) VCC through its Board of Directors has taken all corporate
action necessary to authorize the execution, delivery and performance of
this agreement; and all corporate action necessary to be in compliance with
the statutory requirements of the state of NEVADA.
(v) Except as referred to herein, VCC knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting VCC; and (b) no unsatisfied
judgments against VCC.
(d) VCC shall have received approval of and consent to the
transaction contemplated herein by VCC shareholders owning at least 51% of
the outstanding stock of VCC.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF VCC: All obligations of VCC
under this agreement are subject to the fulfillment prior to or as of the
closing date, of each of the following conditions:
(a) The representations and warranties by CYLI contained in this
agreement or in any certificate or document delivered to VCC pursuant to
the provisions hereof shall be true at and as of the time of closing as
though such representations and warranties were made at and
as of such time.
(b) CYLI and CYLI SHAREHOLDERS shall have performed and complied with
all covenants, agreements, and conditions required by this agreement to be
performed or complied with by it prior to or at closing.
(c) CYLI shall have delivered to VCC an attorney opinion letter and
evidence to the effect that:
(i) CYLI is a corporation duly organized, validly existing and in
good standing under the laws of the State of DELAWARE.
(ii) CYLI has the corporate power to carry on its business as now
being conducted.
(iii) This Agreement has been duly authorized, executed and delivered
by CYLI and is a valid and binding obligation of CYLI and enforceable in
accordance with its terms.
(iv) CYLI through its Board of Directors has taken all corporate
action necessary to authorize the execution, delivery and performance of
this agreement; and all corporate action necessary to be in compliance
with the statutory requirements of the state of DELAWARE.
(v) The documents executed and delivered to VCC hereunder are valid
and binding in accordance with the terms and vest in VCC all right title
and interest in and to the stock of CYLI and said stock when issued shall
be validly issued, fully paid and non-assessable.
(vi) Except as referred to herein, CYLI knows of (a) no actions suit
or other legal proceedings or investigations pending or threatened against
or relating to or materially adversely affecting CYLI; and (b) no
unsatisfied judgments against CYLI.
(d) CYLI shall have canceled all outstanding warrants.
9. PROHIBITED ACTS: CYLI agrees not to do any of the following acts prior
to the CLOSING DATE, and the CYLI SHAREHOLDERS agree that prior to the
CLOSING DATE they will not request or permit CYLI to do any of the
following acts:
(a) Declare or pay any dividends or other distributions on its stock
or purchase or redeem any of its stock; or
(b) Issue any stock or other securities, including any rights or
options to purchase or otherwise acquire any of its stock, and shall not
issue any notes or other evidences of indebtedness.
10. INDEMNIFICATION: Within the period in paragraph 11 herein and in
accordance with the terms of that paragraph, each party to this agreement,
shall indemnify and hold harmless each other party all times after the
date of this agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assessments,
judgments, costs and expenses including attorney's fees incident to any of
the foregoing,resulting from misrepresentations, breach of covenant of
warranty or nonfulfillment of any agreement on the part of such party
under this agreement or from any misrepresentations in or omission from
any certificate furnished or to be furnished to a party hereunder. Subject
to the terms of this agreement, the defaulting party shall reimburse the
other party or parties on demand, for any payment made by said parties at
any time after the closing, in respect of any liabilities or claim to
which the foregoing indemnity relates.
11. NATURE AND SURVIVAL OF REPRESENTATIONS: All representations,
warranties and covenants made by any party in this agreement shall survive
the closing hereunder for so long as the applicable statute of limitations
shall remain open. Each of the parties hereto is executing and carrying
out the provisions of this agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
agreement or at the closing of the transactions herein provided for and not
upon any investigation which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the
other party or any other person other than as specifically set forth
herein.
12. RESIGNATIONS AND APPOINTMENT OF OFFICERS AND DIRECTORS:
(a) Upon the closing date the officers and directors of CYLI shall
become:
DIRECTORS: (1) Steven Hegedus
(2) Richard Smythe
(3) Ashak Rustom
(4) Takao Nishimura
(5) Dennis Hare
PRESIDENT: Larry Nash
VICE PRESIDENT: Ashak Rustom
SECRETARY: Howard Rubinoff
TREASURER: Ashak Rustom
13. NOTICES: Any notices which any of the parties hereto may desire to
serve upon any of the parties hereto shall be in writing and shall be
conclusively deemed to have been received by the parties at its address,
if mailed, postage prepaid, United States mail, registered, return
receipt requested, to the following addresses:
If to current CYLI management or the CYLI SHAREHOLDERS:
Robert Bryan
PO Box 3588
Santa Rosa, CA 95402
If to VCC management or VCC:
Larry Nash
851 South Rampart Blvd. #150
Las Vegas, NV 89128
14. SUCCESSORS: This agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives and successors and assigns
of parties.
15. CHOICE OF LAW: This AGREEMENT shall be construed and enforced in
accordance with the laws of the State of DELAWARE.
16. COUNTERPARTS: This AGREEMENT may be signed in one or more counterparts
all of which taken together shall constitute an entire agreement.
17. MISCELLANEOUS:
(a) Further Assurance: At any time, and from time to time, after the
effective date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder
or otherwise to carry out the intent and purposes of this agreement.
(b) Waiver: Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
(c) Time: Time is of the essence.
(d) Severability: If any part of this agreement is deemed to be
unenforceable, the balance of the agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS agreement as of
the date first above written.
CENTURY LABORATORIES, INC. VISTA CONTINENTAL CORP.
a DELAWARE Corporation a NEVADA Corporation
By: /s/Robert Bryan By: /s/ Larry Nash
ROBERT BRYAN, PRESIDENT LARRY NASH, PRESIDENT
By: /s/ Robert Bryan By: /s/ Larry Nash
ROBERT BRYAN, SECRETARY HOWARD RUBINOFF, SECRETARY
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF CYLI)
BRYAN DESIGN (2,646,698 SHARES, 64.4 %)
By: /s/ Robert Bryan
ROBERT BRYAN, PRESIDENT
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF VCC)
TAMER'S MANAGEMENT LTD. (30,000,000 SHARES, 75.3 %)
By: /s/ Albert Docouto
ALBERTO DOCOUTO, PRESIDENT
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, this registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTURY LABORATORIES, INC.
Dated: June 12, 2002
By: /s/ Larry Nash
---------------------------------
Dr. Larry Nash, President,
and Chief Executive Officer