SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended: March 31, 2004
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act.
Commission File Number: 2-90519
VISTA CONTINENTAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 72-0510027
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
6600 W. Charleston Blvd. #118, Las Vegas, NV 89146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702)-228-2077
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: As of May 13, 2004 the Issuer had
issued and outstanding 45,239,543 shares of common stock $.001.
TABLE OF CONTENTS
Page No.
--------
PART I - FINANCIAL INFORMATION........................................... 2
Item 1. Financial Statements............................................ 2
Balance Sheets........................................................... 2
Statements of Expenses
(three and nine-months ended December 31, 2003 and 2002) ............. 3
Statements of Cash Flows
(three and nine-months ended December 31, 2003 and 2002). ............ 4
Notes to Financial Statements............................................ 5
Item 2. Management's Discussion And Plan Of Operations.................. 7
Item 3. Controls and Procedures ........................................ 10
PART II - OTHER INFORMATION.............................................. 10
Item 1. Legal Proceedings............................................... 10
Item 2. Changes in Securities........................................... 11
Item 3. Defaults Upon Senior Securities.................................. 11
Item 4. Submission of Matters to a Vote of Security Holders.............. 11
Item 5. Other Information ............................................... 11
Item 6. Exhibits & Reports on Form 8-K.................................. 13
SIGNATURES............................................................... 14
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
VISTA CONTINENTAL CORPORATION
(AN EXPLORATORY STAGE COMPANY)
BALANCE SHEET
March 31, 2004 September 30, 2003
-------------- ------------------
(Unaudited)
ASSETS
Current assets
Cash $ 60,281 $ 26,419
Prepaid expenses -- 3,785
------------ ------------
Total current assets 60,281 30,204
Property and equipment, net 316,677 574,046
Rental properties, net -- 307,595
Mining concessions 99,275 99,275
Deposits 4,575 5,738
------------ ------------
Total assets $ 480,808 $ 1,016,858
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 49,423 $ 201,871
Accrued expenses and other liabilities 182,523 181,907
Loan from related party 384,849 341,355
------------ ------------
Total current liabilities 616,795 725,133
------------ ------------
Total liabilities 616,795 725,133
Minority interest 5,556,374 5,701,077
Stockholders' deficit
Common stock; $.001 par value; 145,000,000 shares
authorized, 45,239,543 shares issued and outstanding 45,239 45,239
Additional paid-in capital 8,349,891 8,349,891
Accumulated deficit (14,087,491) (13,804,482)
------------ ------------
Total stockholders' deficit (5,692,361) (5,409,352)
------------ ------------
------------ ------------
Total liabilities and stockholders' deficit $ 480,808 $ 1,016,858
============ ============
See Accompanying Note to Financial Statements
2
VISTA CONTINENTAL CORPORATION
(AN EXPLORATORY STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
For the three months For the three months For the six months For the six months
ended March 31, 2004 ended March 31, 2003 ended March 31, 2004 ended March 31, 2003
------------------------------------------ ------------------------------------------
Revenue $ -- $ -- $ -- $ --
Operating expenses
Mining exploration expenses 2,739 47,987 32,849 430,503
Depreciation expense 98,755 64,874 158,590 129,818
Loss on disposal of assets -- -- -- 3,124
General and administrative 206,871 636,510 248,225 1,411,500
----------------------------------- ----------------------------------
Total operating expenses 308,365 749,371 439,664 1,974,945
----------------------------------- ----------------------------------
Loss from operations (308,365) (749,371) (439,664) (1,974,945)
Other income (expenses):
Rental property expenses, net -- (7,636) (40,007) (9,177)
Other expense (3,785) -- (3,785) --
Interest income 156 -- -- --
Interest expense -- (49,876) (163) (92,136)
Gain on sale of rental property -- -- 55,905 --
----------------------------------- ----------------------------------
Total other income (expenses) (3,629) (57,512) 11,950 (101,313)
----------------------------------- ----------------------------------
Loss before provision for income taxes
and minority interest (311,994) (806,883) (427,714) (2,076,258)
Provision for income taxes -- -- -- --
----------------------------------- ----------------------------------
Loss before minority interest (311,994) (806,883) (427,714) (2,076,258)
Loss applicable to minority interest 76,166 77 144,705 92
----------------------------------- ----------------------------------
Net loss $ (235,828) $ (806,806) $ (283,009) $ (2,076,166)
=================================== ==================================
Basic and diluted loss per common share $ (0.01) $ (0.01) $ (0.01) $ (0.04)
=================================== ==================================
Basic and diluted weighted average
common shares outstanding 45,239,543 61,947,341 45,239,543 56,368,442
=================================== ==================================
See Accompanying Note to Financial Statements
3
VISTA CONTINENTAL CORPORATION
(AN EXPLORATORY STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months For the six months
ended March 31, 2004 ended March 31, 2003
------------------------------
Cash flows from operating activities:
Net loss $ (283,009) $(2,076,166)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock based compensation -- 954,057
Stock issued in lawsuit settlement -- 42,667
Depreciation 158,590 145,662
Change in minority interest from operations -- (92)
Reduction of note payable to shareholder for his share of expenses -- (200,857)
Loss on disposal of assets -- 3,124
Imputed interest on shareholder loan -- 14,733
Gain on sale of rental properties (202,506) --
Changes in operating assets and liabilities:
Change in prepaid expenses 3,785 (5,738)
Change in deposit 1,163 500
Change in accounts payable (152,448) (23,768)
Change in accrued expenses and other liabilities 616 --
Note payable accretion -- 77,677
Change in minority interest (144,702) --
------------------------------
Net cash used by operating activities (618,511) (1,068,201)
Cash flows from investing activities:
Purchase of property and equipment -- (12,375)
Proceeds from sale of fixed assets 426
Proceeds from sale of rental properties 332,000 --
------------------------------
Net cash used by investing activities 332,000 (11,949)
Cash flows from financing activities:
Increase (Decrease) in loan from related party 320,373 630,073
Repayment of loan from related party -- (56,168)
Proceeds from issuance of common stock -- 349,875
------------------------------
Net cash provided by financing activities 320,373 923,780
------------------------------
Net increase in cash 33,862 (156,370)
Cash, beginning of period 26,419 160,348
------------------------------
Cash, end of period $ 60,281 $ 3,978
==============================
Supplementary cash flow information:
Cash payments for income taxes $ -- $ --
==============================
Cash payments for interest $ -- $ --
==============================
See Accompanying Note to Financial Statements
4
VISTA CONTINENTAL CORPORATION
(AN EXPLORATORY STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. The financial statements should be read in
conjunction with the Form 10-KSB for the year ended September 30, 2003 of Vista
Continental Corporation (the "Company").
The interim financial statements present the balance sheet, statements of
operations and cash flows of Vista Continental Corporation. The financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States.
The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position as of March
31, 2004 and the results of operations and cash flows presented herein have been
included in the financial statements. Interim results are not necessarily
indicative of results of operations for the full year.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reclassification - Certain prior period balances have been reclassified to
conform to the current period presentation, which have no effect on net income.
Employee stock based compensation - The Company applies Accounting Principles
Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
Related Interpretations, in accounting for stock options issued to employees.
Under APB No. 25, employee compensation cost is recognized when estimated fair
value of the underlying stock on date of the grant exceeds exercise price of the
stock option. For stock options and warrants issued to non-employees, the
Company applies Statement of Financial Accounting Standards ("SFAS") No. 123,
Accounting for Stock-Based Compensation, which requires the recognition of
compensation cost based upon the fair value of stock options at the grant date
using the Black-Scholes option pricing model.
The Company issued no stock and granted no warrants or options to employees for
compensation for the three months ended March 31, 2004.
In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure". SFAS No.
148 amends the transition and disclosure provisions of SFAS No. 123. The Company
is currently evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123
to account for employee stock options using the fair value method and, if so,
when to begin transition to that method.
5
VISTA CONTINENTAL CORPORATION
(AN EXPLORATORY STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. LOAN FROM RELATED PARTY
The Company's majority stockholder, Alberto Docouto, has advanced cash to the
Company over time, as needed. As a result of such advances, loan from
stockholder totals $195,099 at March 31, 2004, which are unsecured, due on
demand and bears no interest.
The Company has been advanced $189,750 by Miranda I, LLC during the three months
ended March 31, 2004, which are unsecured, due on demand and bears no interest.
4. LITIGATION
On April 9th, 2002, the Company, then known as Century Laboratories, Inc.,
entered into a Reorganization and Stock Purchase Agreement with Vista
Continental Corporation, a privately owned Nevada corporation, for the purpose
of acquiring 100% of the issued and outstanding shares of Vista-Nevada (the
"Agreement"). Pursuant to the Agreement, the Company was to convey an aggregate
number of 39,837,355 newly issued shares of the Company's $.001 par value common
stock (the "Company Shares") on a one-for-one basis to the shareholders of
Vista-Nevada for 100% of the issued and outstanding shares of Vista-Nevada or an
aggregate 39,837,355 shares of common stock, $.001 par value per share of
Vista-Nevada (the "Nevada Stock"). The Company previously reported that closing
of the Agreement occurred on June 6, 2002 and that the Company Shares were
issued to the shareholders of Vista-Nevada in exchange for the Nevada Stock, in
reliance on Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and that Vista-Nevada became a wholly owned subsidiary of the
Company.
The Company has recently discovered, however, that the shares of the Company
were never issued to the shareholders of Nevada Corporation. On or about June 6,
2002 the Nevada Stock was owned by approximately 400 shareholders. Therefore,
the Company believes that the exemption from registration provided by Section
4(2) of the Securities Act is not applicable to the issuance of the Shares in
exchange for the Nevada Stock. Therefore, in order to comply with applicable
securities regulations and to consummate the acquisition of VCC Nevada, the
Company plans to file a registration statement on Form SB-2 or Form S-4 to
register the Shares to be issued in exchange for the Nevada Stock and to
complete the share exchange contemplated by the Agreement.
In connection with the above issues, the Company has been in contact with the
Commission in an attempt to have the Commission approve the Company's corrective
action plan. The commission responded by letter dated December 5, 2003, which
requested additional information from the Company. The Company is in the process
of preparing a response to the December 5, 2003 letter.
In December 2002, Vista issued 29,630 shares of common stock to settle a
lawsuit. The shares were valued at $1.44 per share or $42,667.
On or about April 1, 2003, a lawsuit was filed in the US District Court for the
Southern District of New York entitled: Deborah Donoghue v. Vista Continental
Corporation and Alberto DoCouto, and assigned Civil Case Number: 03-CV-2281. The
complaint alleges that Mr. DoCouto is a ten percent (10%) shareholder of the
Company and that he purchased and sold or sold and purchased securities of the
Company within a six (6) month period in violation of the "short swing trade"
rules under Sections 16(b) of the Securities and Exchange Act of 1934. If the
plaintiff is successful, Mr. DoCouto will have to pay to the Company any profits
generated by transactions that violated Section 16(b). Mr. DoCouto has advised
the Company that such allegations arise out of erroneously filed Form 4's and
Schedule 13D's filed on Mr. DoCouto's behalf and that such filings have since
been amended and that Mr. DoCouto intends to vigorously defend the lawsuit. This
lawsuit is not anticipated to have a material effect on the assets or business
of the Company.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results and events could differ materially from those projected,
anticipated, or implicit, in the forward-looking statements as a result of the
risk factors set forth below and elsewhere in this report. With the exception of
historical matters, the matters discussed herein are forward looking statements
that involve risks and uncertainties. Forward-looking statements include, but
are not limited to, the date of introduction or completion of our products,
projections concerning operations and available cash flow. Our actual results
could differ materially from the results discussed in such forward-looking
statements.
- --------------------------------------------------------------------------------
THE COMPANY
Vista Continental Corporation (the "Company" or "Vista"), through it 75% owned
subsidiary, Vista Continental Corporation, a Nevada corporation ("VCC Nevada"),
is a U.S.-based gold exploration and development company with our principal
asset being our ownership of 9 mining concessions in Peru through our 99% owned
subsidiary Quillabamba Mining, S.A.C. In addition to these concessions, on July
12, 2002 we also secured full mining rights on an additional 10 mining
concessions owned by our majority shareholder through a Peruvian corporation,
Minera Rio Grande Mining, S.A. These rights were obtained in exchange for a 10%
of consolidated net profit royalty and the assumption of Minera Rio Grande's 10%
net profit royalty payable to a third party. These 19 claims form a virtually
continuous claim block of approximately 65 kilometers along the Urubamba River
in central Peru. There is one claim that breaks up the continuous nature of our
claim block and we are presently engaged in negotiations to securing full mining
rights to this claim as well.
7
PLAN OF OPERATIONS
We completed the Phase 1 drilling program in November of 2002. The Phase 1
mining operations consisted of test drilling of approximately 4 claims of which
the mining rights are held by Vista. The results of the exploratory drilling
were positive. The presence of gold was found in 75% of the test samples made.
The results did not, however, warrant commercial production on those sites at
this time. Therefore, we plan to begin Phase 2 of our exploratory drilling in
the summer. It is our intention to double the amount of drilling in Phase 2 as
compared to Phase 1. We will continue drilling on those claims that yielded
positive results in Phase 1 of the drilling. We also plan to explore claims that
weren't tested in Phase 1 of the drilling last year. We also intend to conduct
substantially more test mining programs.
Due to recent events occurring in Peru, the Company decided to postpone its 2003
drilling operations. The guerilla terrorist group "Shining Path" had staged
raids on certain mining camps in Peru, including an attack on July 23rd, 2003 of
a Canadian mining exploration camp located approximately 110 miles from Vista's
Camp. The Company hopes to begin Phase 2 of its drilling program in the late
summer of 2004, barring any further turbulence in the region. There is no
guarantee, however, that we will be financially able to begin Phase 2 this
summer.
We have spent the last 4 years studying the property, building a base camp,
importing various pieces of mining and processing equipment, conducting test
drilling and mining activities, and raising money for these activities. We are
currently unsure as to when or if commercial production will commence.
At this time, operations at the Peruvian mine have temporarily ceased. The costs
to complete Phase 2 of the drilling will be about $700,000. At this time, the
Company does not have the monies to begin the Phase 2 drilling program. The
majority shareholder has told the Company that he will fund this portion of the
project as necessary sometime in 2004. If this occurs, the Company will be able
to begin Phase 2 of the drilling sometime in August. There is no guarantee,
however, that the majority shareholder will have the financial ability to fund
the program.
At the completion of our drilling and test mining programs, we may be in a
position to undertake a first-stage feasibility study to determine the
commercial viability of the property. The drilling program will provide us with
a good indication of our potential reserves, while the test-mining program will
enable us to obtain mining and processing cost estimates as well as the
estimates for the recoverability of the gold, zirconium and rare earths that we
believe exist within the gravels located on our claims. The cost to begin
commercial production would range from 12 to 20 million dollars. At this time,
we are not in a position to fund such an operation. Further, there are no
guarantees that any of the claims will eventually yield enough elements to
warrant commercial production.
8
Beginning in October 2002, Vista began sharing its Peruvian mining camp costs
under a verbal agreement with the majority shareholder, who owns separate
Peruvian mineral leases in the same geographic vicinity as Vista's leases. Both
companies agreed to share camp costs equally when both companies are operating
in the camp. If one company is operating in the camp and the other is not, the
operating company must bear 80 percent of the camp costs and the non-operating
company must bear 20 percent of the camp costs. Each party has also agreed that
for any and all costs incurred on their behalf outside the camp, each party
would be solely responsible for these costs. Vista and the majority shareholder
agreed that Vista would pay all costs and Vista would either be reimbursed or
the note payable to shareholder would be reduced in lieu of cash for the portion
of the privately owned company's camp expenses. Beginning in April 2003, Vista's
majority stockholder personally assumed all of Vista's Peruvian payroll and
other expense obligations until operations resume.
Phase 2 of the drilling program is expected to cost approximately $700,000.
Further, operational costs are expected to be in the range of $1,200,000. At
this time, the Company is not in a position to cover those costs. The majority
shareholder has stated that he would be willing to cover those costs if the
Company was unable to raise additional capital. There is no guarantee, however,
that the majority shareholder will have the capacity to continue to fund the
Company.
Should the claims turn out to be commercially viable, the total costs to bring
the property up to commercial production will range between $20-$40 million. The
Company does not have the funds to start commercial production at this time and
is unsure if it will be able to raise such funds. We are currently seeking
additional sources of funding from private investors and possibly from a
secondary public offering in the future. No definitive plans have been made,
however.
9
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures by
Arthur de Joya, the Company's Chief Financial Officer , and Dr. Lawrence Nash,
the Company's Chief Executive Officer, as of a date within 90 days of the filing
date of this quarterly report, such officers have concluded that the Company's
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities and Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported, within the time period specified by the
Securities and Exchange Commission's rules and forms.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Deborah Donoghue v. Vista Continental Corporation and Alberto DoCouto
- ---------------------------------------------------------------------
On April 1, 2003, a lawsuit was filed in the United States District Court for
the Southern District of New York entited: Deborah Donoghue v. Vista Continental
Corporation and Alberto Docouto, and assigned Civil Case Number: 03-CV-2281. Mr.
DoCouto is the owner a Tamer's Management Ltd. and thus is beneficially the
majority shareholder of VCC Nevada. The complaint alleges that Mr. DoCouto
violated the "short-swing trade" rules under Sections 16(b) of the Exchange Act.
Specifically, the Compaint alleges that Mr. DoCouto sold and purchased or
purchased and sold shares of the Company within a six (6) month period in
violation of 16(b). In the event that the court finds that Mr. DoCouto's
transactions violated Section 16(b), then Mr. DoCouto will have to pay to the
Company any profits Mr. DoCouto generated as a result of such transactions. Mr.
DoCouto has denied such allegations and has asserted that such allegations arise
out of erroneously filed Form 4's and Schedule 13D's filed on Mr. DoCouto's
behalf and that such filings have since been amended. Mr. DoCouto intends to
vigorously defend the lawsuit to the fullest. The Company does not believe that
this litigation shall have a material effect on the assets or business of the
Company.
10
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
N/A
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
The Reorganization and Stock Purchase Agreement
- -----------------------------------------------
On April 9, 2002, the Company entered into a Reorganization and Stock Purchase
Agreement with VCC Nevada, for the purpose of acquiring 100% of the issued and
outstanding shares of VCC Nevada (the "Agreement"). The Agreement designates the
parties to the Agreement as follows: the Company, then known as Century
Laboratories, Inc. ("Century"), the Shareholders of Century who are or will be
the owners of or otherwise represent at least Fifty-One Percent (51%) of all the
issued and outstanding shares of common stock (the "Century Stockholders") and
VCC Nevada. Pursuant to the Agreement, the Company was to exchange an aggregate
number of 39,837,355 newly issued shares of the Company's $.001 par value common
stock (the "Company Shares") on a one-for-one basis to the shareholders of VCC
Nevada for 100% of the issued and outstanding shares of VCC Nevada or an
aggregate 39,837,355 shares of common stock, $.001 par value per share of VCC
Nevada (the "Nevada Stock"). The Agreement was signed by Robert Bryan, the
president of Century at that time, Bryan Design, the majority shareholder of
Century at that time and Lawrence Nash, the president of VCC Nevada. The
Agreement was also signed by Tamer's Management Ltd., the 75% shareholder of VCC
Nevada. A copy of the Agreement is attached as an exhibit to the Company's
current report on Form 8-K, dated June 12, 2002, and is incorporated herein by
reference.
As set forth above, the Company previously reported that on June 6, 2002, the
Company Shares were issued to the shareholders of VCC Nevada in exchange for the
Nevada Stock, in reliance on Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and that VCC Nevada became a wholly owned
subsidiary of the Company. During the third quarter of 2003, the Company
discovered that the shares of the Company were never issued to the shareholders
of VCC Nevada in exchange for the Nevada Stock, and that VCC Nevada never became
a wholly owned subsidiary of the Company.
11
On June 6, 2002 the Nevada Stock was owned by approximately 400 shareholders.
Due to the large number of VCC Nevada shareholders, the Company believes that
the exemption from registration provided by Section 4(2) of the Securities Act,
purportedly relied upon by the Company in entering the Agreement, was not
available for the issuance of the Shares in exchange for the Nevada Stock.
Accordingly, the Company believes that the Company cannot legally complete the
transaction contemplated by the Agreement without first registering the shares
of the Company to be issued to the shareholders of VCC Nevada in exchange for
the remaining shares of VCC Nevada. In this regard we note that no offer or
solicitation was made to any shareholders of VCC Nevada to exchange their shares
for the Company Shares.
Since Tamer's Management Ltd. signed the Agreement, Tamer's Management Ltd. was
bound by the Agreement and effectively exchanged its shares of VCC Nevada for
shares of the Company. Accordingly, as of June 6, 2002, the Company did acquire
approximately 75% of VCC Nevada from Tamer's Management Ltd. in exchange for
30,000,000 shares of the Company. The remaining 25% of VCC Nevada is currently
owned by the other 400 shareholders of VCC Nevada. In order to comply with
applicable securities regulations and to complete the acquisition of VCC Nevada,
the Company plans to file a registration statement with the Securities and
Exchange Commission (the "Commission") to register the Shares to be issued to
the remaining shareholders of VCC Nevada in exchange for the remaining issued
and outstanding shares of VCC Nevada.
In connection with the above issues, the Company has been in contact with the
Commission in an attempt to have the Commission approve the Company's proposed
plan of corrective action. To date the Commission has not advised the Company
whether or not the Company's plan of corrective action will or will not be
approved by the Commission.
As a result of the above, the Company may be exposed to potential liabilities in
connection with the Reorganization and Stock Purchase Agreement, including but
not limited to a violation of Section 5 of the Securities Act of 1933. See Risk
Factors disclosed in the Company's Annual Report on Form 10-KSB for the year
ended September 30, 2003, which are expressly incorporated herein by refernce.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
Exhibit # Document
- --------- --------
2.1 Reorganization and Stock Purchase Agreement by and between
Century Laboratories, Inc. and Vista Continental Corporation.
(5)
3.1 Certificate of Incorporation, as amended on August 10, 1977(1)
3.2 Certificate of Amendment of Certificate of Incorporation,
dated April 22, 1983(2)
3.3 Certificate of Reduction of Capital, dated April 22, 1983(2)
3.4 Certificate of Renewal and Revival of Charter (3)
3.5 Amendment of Certificate of Incorporation(4)
3.6 Amendment of Certificate of Incorporation
3.7 By-Laws of the Corporation (3)
31.1 302 Certification of Dr. Lawrence Nash
31.2 302 Certification of Arthur de Joya
32.1 906 Certification of Dr. Lawrence Nash
32.2 906 Certification of Arthur de Joya
- --------------------------------------------------------------------------------
(1) Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1992
(2) Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1983
(3) Incorporated by reference from the Company's Annual Report on Form
10-KSB for the fiscal year ended May 31, 1999
(4) Incorporated by reference from the Company's Interim Report on Form 8-K
filed on August 2nd, 2002
(5) Incorporated by reference from the Company's Interim Report on Form 8-K
filed on June 13th, 2002
(b) Reports on Form 8-K
On December 19th, 2003, the Company filed a current report on Form
8-K, and an amended 8-K was filed on December 30th, 2003 disclosing the change
of independent auditors, and such report is incorporated herein by reference.
13
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
By: /s/ Lawrence Nash Date: May 17th, 2004
----------------------------
Dr. Lawrence Nash
President, CEO
By: /s/ Arthur de Joya Date: May 17th, 2004
----------------------------
Arthur de Joya
CFO
14