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
August 31, 1999
Date of Report
(Date of Earliest Event Reported)
AQUA VIE BEVERAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
333 South Main Street
Ketchum, Idaho 83340
(Address of principal executive offices)
208/622-7792
Registrant's telephone number
BARHILL ACQUISITION CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
Former name and former address
Delaware 0-24801 82-0506425
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of August 31, 1999 between Barhill
Acquisition Corporation ("Barhill"), a Delaware corporation, and
Aqua Vie Beverage Corporation, a Delaware corporation, all the
outstanding shares of common stock of Barhill Acquisition
Corporation were exchanged for 250,000 shares of common stock of
Aqua Vie Beverage Corporation ("Aqua Vie" or the "Company") in a
transaction in which Aqua Vie was the surviving company.
The Merger Agreement was adopted by the unanimous consent of
the Board of Directors of Barhill and approved by the unanimous
consent of the shareholders of Barhill on August 31, 1999. The
Merger Agreement was adopted by the unanimous consent of the Board
of Directors of Aqua Vie and by the consent of a majority of the
shareholders of Aqua Vie on August 31, 1999.
Prior to the merger, Barhill had 5,000,000 shares of common
stock outstanding which shares were exchanged for 250,000 shares of
common stock of Aqua Vie. By virtue of the merger, Aqua Vie
acquired 100% of the issued and outstanding common stock of Barhill.
Prior to the effectiveness of the merger, Aqua Vie had an
aggregate of 21,785,657 shares of common stock issued and
outstanding, and 3,897.689 shares of Series A preferred stock
outstanding, $.001 par value, 4,987.444 shares of Series B preferred
stock outstanding, $.001 par value, and no shares of Series C
preferred stock outstanding.
Each share of Series A preferred stock is entitled to
approximately 1,800 voting rights on all matters on which
shareholders are entitled to vote and can be converted into shares
of common stock at a ratio of approximately 1,800 shares of common
stock for each share of Series A preferred stock. Series A
preferred stock has a preference on dividends, liquidation and
merger at approximately $1,500 per share.
Each share of Series B preferred stock is entitled to
approximately 10,800 voting rights on all matters on which
shareholders are entitled to vote. Each Series B share can be
converted into shares of common stock on a sliding scale geared to
the market price of Aqua Vie's stock starting at a conversion ratio
of approximately 1,800 shares of common stock for each Series B
share when the common stock is trading at $2.00 per share to a
maximum ratio of approximately 10,800 shares of common stock for
each Series B share when the common stock is trading at $12.00 per
share. Series B preferred stock has a preference on dividends,
liquidation and merger at $30 per share.
Both Series A and Series B preferred stock have adjustment
provisions for sales of common stock by Aqua Vie at a price of less
than $1.65 per share. Holders of both Series A and Series B
preferred stock have a limited right to convert to shares of common
stock over a period of 36 months from the date of issuance. 5% of
the preferred stock may be converted after 12 months, an additional
10% may be converted after 24 months, and the remainder after 36
months. The outstanding preferred shares were issued in October 15,
1998, and up to 5% of both the Series A and Series B preferred
shares may be converted commencing October 15, 1999.
The Company may require conversion on various events,
including the election of 51% of the preferred shares outstanding to
convert, an acquisition, merger or other action by the Company,
after the closing of a public underwriting of $10,000,000, after the
Company shall have a net worth of $10,000,000, or after the common
stock has been listed on the Nasdaq Stock Market for at least three
months. In the event of a mandatory conversion at the election of
the Company, any enhanced voting rights or increased conversion
rights will be fixed at the time of conversion.
Upon effectiveness of the merger, Aqua Vie had an aggregate
of 22,035,657 shares of common stock outstanding.
The officers of Aqua Vie will continue as officers of the
successor issuer. See "Management" below. The officers, directors,
and by-laws of Aqua Vie will continue without change as the
officers, directors, and by-laws of the successor issuer. Pursuant
to the Merger Agreement, the Certificate of Incorporation was
amended to increase the number of authorized shares of common stock
from 50,000,000 to 120,000,000, to permit increases or decreases in
the authorized number of shares of a class without class approval,
and to elect not to be governed by the provisions of Section 203 of
the Delaware General Corporation Law.
A copy of the Merger Agreement is filed as an exhibit to
this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of Aqua Vie's current directors and executive officers
and those persons or entities who beneficially own more than 5% of
its common stock (giving effect to the exercise of the warrants held
by each such person or entity):
Amount of Preferred Stock Percent of
Common Stock Voting Rights Common Stock
Name Beneficially Beneficially
Owned (1) Owned (2)
Thomas Gillespie(3) 1,451,829 53,864,395 73%
President, Director
Joseph J. Wozniak (4) 0 2,417,400 10.3%
Director
Bruce A. Butcher (5) 0 1,800,000 7.6%
Roy Schneiderman (6) 0 1,616,400 6.8%
All directors and 1,451,829 56,281,795 73.7%
executive officers as
as group (2 persons)
* Less than 1% percent
(1) Based upon 22,035,657 outstanding shares of common stock
(subsequent to the effectiveness of the merger).
(2) Assumes exercise of warrants, options or other rights to
purchase securities held by the named shareholder exercisable within
six months of the date hereof.
(3) All 4,987.444 outstanding Series B preferred stock is owned by
Brace Foundation Trust on behalf of seven members of the Gillespie
family, including Thomas Gillespie, who may be deemed to be the
beneficial owner of all the shares. The 4,987.444 Series B
preferred shares have voting rights equal to 53,864,395 common shares.
(4) Mr. Wozniak holds 1,343 shares of Series A preferred stock
which have voting rights equal to 2,417,400 common shares.
(5) Mr. Butcher holds 1,000 shares of Series A preferred stock
which have voting rights equal to 1,800,000 common shares.
(6) Roy Schneiderman holds 898 shares of Series A preferred stock
which having voting rights equal to 1,616,400 common shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Merger
Agreement was negotiated between Barhill and Aqua Vie.
In evaluating Aqua Vie as a candidate for the proposed
merger, Barhill used criteria such as the value of the assets of
Aqua Vie, its spring water beverage products taste and design, its
trademarks, the demand and use of bottled spring water, the
increased use of the Internet as a sales market, Aqua Vie's current
business operations and anticipated operations, and Aqua Vie's
business name and reputation. Barhill determined that the
consideration for the merger was reasonable.
(b) Aqua Vie intends to continue developing and marketing
its flavored water beverage business with the further development,
marketing, and distribution of its naturally flavored spring water
and the possible development of additional lines of beverage products.
BUSINESS
Aqua Vie is a development stage company that has developed
and is marketing several flavors of bottled spring water. Aqua Vie
Beverage Corporation, a Delaware corporation, was incorporated on
July 30, 1998 and was formed as a successor to BEVA Corporation, a
Delaware corporation which was liquidated in bankruptcy in 1997, in
a transaction under Section 251 (g) of the Delaware Business
Corporation Law completed October 14, 1998. BEVA Corporation is a
wholly owned subsidiary of Aqua Vie.
Although there is intense competition in the bottled water
market by companies far larger and better capitalized than Aqua Vie,
management believes the flavors and natural quality of its products
will allow it to compete successfully with other sources of bottled
water. There is no assurance that Aqua Vie will be able to
successfully compete with other bottled water products.
CURRENT OPERATIONS
Aqua Vie develops, bottles and distributes naturally flavored bottled
spring water offering such flavors as Avalanche (pear and guava flavored
spring water), Bamboo (cherry flavored spring water), Paradise (orange and
peach flavored spring water), Harvest (strawberry flavored spring water)
and other flavors. These product lines and formulations were acquired
in the purchase of assets from the predecessor company in liquidation.
There are three additional beverage product lines that are currently
being developed. Aqua Vie currently utilizes the Internet to generate
sales and maintains an Internet web site at http://www.aquavie.com.
Aqua Vie has bottling and labeling arrangements with Lyons Magnus
Company, a large contract bottler located in Fresno, California and
arrangements for foreign bottling in France. Sales to date have been
minimal, and the Company has a small inventory of product which it is
utilizing for marketing purposes. Additional capital will be required
to support the inventory required for robust sales.
SUPPLIERS
Aqua Vie has three primary suppliers for its product: Lyons-Magnus,
a contract bottler company, Fresno, California, International Flavors &
Fragrances, a beverage syrup company, Dayton, New Jersey, and Seal-It, a
shrink wrap label company, Farmingdale, New York. The bottler has to be
considered as a single or limited source as Aqua Vie utilizes the aseptic
bottling process and it is one of the few bottlers which has this capability
in the United States.
Shipments of bottled spring water are sent directly from warehouses
proximate to the bottling companies. The aseptic bottling process,
utilized by Aqua Vie, eliminates the use of preservatives. There are a
limited number of bottlers in the United States which have the aseptic
bottling process available. Aqua Vie intends to select its bottlers upon
availability of the aseptic bottling system and geographic location.
RAW MATERIALS
Aqua Vie utilizes readily available standard PET bottles and sportscaps
as its bottling medium. The main volume of the product is still water
which is generally readily available. The shrink wrap labels are available
from several major sources. The shrink wrap label supplier selected by the
Company provides the best combination of label quality, delivery schedule
and pricing break points for volume purchases. The main ingredient is the
all natural flavored syrups which gives the product its unique tastes and
qualities. The main supplier of the syrup is International Flavors &
Fragrances which is a large flavor house, although several flavors are
furnished by another flavor source.
MARKETING
The Company currently does not have shelving arrangements with any
large retailers, but is actively seeking such arrangements. Marketing
and sales are currently through radio and the Internet.
TRADEMARKS
Aqua Vie has no patents or licenses. Aqua Vie has certain trademarked
and copy righted names and proprietary secrets as regards the various
beverage formulations. It is believed that the various trademarked and
copyrighted material are unique to the Company but that replacement
identities are available.
PROPERTY
Aqua Vie maintains its administrative offices at 333 South Main Street,
Sun Valley/Ketchum, Idaho 83340 under an annual lease of $7,833 per month
for approximately 3,776 square feet.
LITIGATION
Thomas Gillespie and Joseph J. Wozniak are both party defendants in
an action for the payment of approximately $67,000 in legal fees brought
by the law firm that was engaged by Mr. Gillespie to obtain the
confirmation of the reorganization of the original Aqua Vie Beverage
Corporation in bankruptcy court. The law firm was unsuccessful in
achieving reorganization confirmation or in the obtaining of the closing
of the bankruptcy liquidation sale of the corporate assets held by the
bankruptcy court. Mr. Gillespie and Mr. Wozniak have countersued
for the refunding of $117,000 paid in fees to the law firm.
MARKET FOR AQUA VIE'S SECURITIES
Aqua Vie has been a non-reporting publicly traded company with
certain of its securities exempt from registration under the Securities
Act of 1933 pursuant to Rules 504 of Regulation D and Rule 701 of the
General Rules and Regulations of the Securities and Exchange Commission.
Aqua Vie's common stock is traded on the OTC Bulletin Board operated by
Nasdaq under the symbol AVBC. Aqua Vie did not file a registration
statement with the Securities and Exchange Commission and has not been
a reporting company under the Securities Exchange Act of 1934. The
Nasdaq Stock Market has implemented a change in its rules requiring
all companies trading securities on the OTC Bulletin Board to become
reporting companies under the Securities Exchange Act of 1934. Until
such registration is achieved the Company's trading symbol is AVBCE
to indicate its non-reporting status.
The Company was required to become a reporting company by the close
of business on September 1, 1999 or no longer be listed on the OTC
Bulletin Board. Aqua Vie has effected the merger with Barhill and has
become a successor issuer thereto in order to comply with the reporting
company requirements implemented by the Nasdaq Stock Market.
The following table represents the average prices for the Company's
common stock:
Opening High Low Closing
Price Bid Bid Bid Volume
July, 1999 0.5625 1.2188 0.5625 1.125 208,000
June, 1999 0.875 0.875 0.5312 0.5781 209,400
May, 1999 0.7656 0.875 0.75 0.8125 259,300
December, 1998 0.5312 0.5312 0.1406 0.1406 1,029,300
October, 1998 1.4844 1.56525 1.1719 1.25 110,900
May, 1998 1.875 1.9531 1.7969 1.7969 146,800
MANAGEMENT
Name Age Title
Thomas Gillespie 53 President, Director
Joseph J. Wozniak 61 Vice President, Secretary, Director
Thomas Gillespie is the founder of Aqua Vie and has served as President,
a director and its controlling shareholder since its formation in 1998.
Since 1996, Mr. Gillespie has owned Aqua Vie Advance Corporation. From
1991 to 1997, Mr. Gillespie served in various positions with Aqua Vie
Beverage Corporation, the predecessor corporation to Aqua Vie's subsidiary,
BEVA Corporation, which was liquidated in bankruptcy in 1997. From 1986 to
1991, Mr. Gillespie was the principal of Kauai Water Company, Kauai,
Hawaii. Prior to 1986, Mr. Gillespie founded and served as president of
Marketing Design, a retail package design and product development company.
Joseph J. Wozniak has served as Vice President, Secretary and a
director of Aqua Vie since its formation in 1998. From 1996 to
1997, Mr. Wozniak assisted with the reorganization and bankruptcy of
the predecessor Aqua Vie Beverage Corporation. Since 1993, Mr. Wozniak
has worked as a consultant for various start up entities assisting in the
creation of business plans and corporate organizations and reorganizations.
EXECUTIVE COMPENSATION
Thomas Gillespie, as president, receives $20,000 per month. He has no
form of other compensation.
Joseph J. Wozniak receives $10,000 per month. Mr. Wozniak has a stock
earn-out agreement which runs through January 15, 2000.
RELATED TRANSACTIONS
Thomas Gillespie, President, a director and controlling shareholder,
has provided approximately $40,000 as an unsecured loan to Aqua Vie.
RISK FACTORS
AQUA VIE IS CURRENTLY OPERATING AT A LOSS. Revenues from
Aqua Vie's sales to date have not been sufficient to cover the costs
of such operations and Aqua Vie has borrowed funds to maintain its
operations. Its ability to develop operations is dependent upon its
ability to advertise its products and generate sales of its line of
flavored spring water products. If Aqua Vie is unable to sell
sufficient amount of its flavored spring water products at a
sufficiently profitable level, it will need to raise additional
capital through the placement of its securities or from other debt
or equity financing. If the Company is not able to raise such
financing or to obtain alternative sources of funding, management
will be required to curtail operations. There is no assurance that
the Company will be able to continue to operate if additional sales
cannot be generated.
AQUA VIE COMMENCED OPERATIONS IN 1998 AND HAS A LIMITED
OPERATING HISTORY. Aqua Vie commenced operations in 1998 and has
only a limited history of operations which to date have not been
profitable. Its operations are subject to the risks and competition
inherent in the establishment of a relatively new business
enterprise. There can be no assurance that future operations will
be profitable. Revenues and profits, if any, will depend upon
various factors, including market acceptance of its concepts, market
awareness, reliability and acceptance of the Internet,
dependability of its distribution network, and general economic
conditions. There is no assurance that Aqua Vie will achieve its
expansion goals and the failure to achieve such goals would have an
adverse impact on it.
AQUA VIE'S ISSUED PREFERRED STOCK HAS SUPER MAJORITY VOTING
RIGHTS. Aqua Vie has designated 200,000 shares of Series A
preferred stock of which approximately 3,897.689 are issued. Each
share of Series A preferred stock entitles the holder to 1,800
voting rights for an aggregate of approximately 7,015,860 for all
Class A shares on all matters on which shareholders are entitled to
vote. Aqua Vie has designated 200,000 shares of Series B preferred
stock of which approximately 4,987.444 are issued. Each share of
Series B preferred stock entitles the holder to 10,800 voting rights
for an aggregate of approximately 53,863,392 votes for all Class B
shares on all matters on which shareholders are entitled to vote.
All the outstanding Class B shares are held by the Brace Foundation
of which Thomas Gillespie is one of the beneficiaries and for which
he holds all the voting proxies. In addition, Aqua Vie may, without
further action or vote by its shareholders, designate and issue
additional series or shares of preferred stock.
The terms of the super majority preferred stock adversely
affect the voting power of the holders of the common stock and may
in turn reduce the value of the common stock. Such designation and
issuance of preferred stock favorable to current management or
shareholders makes the possible takeover of the Company or the
removal of management of the Company very difficult and discourages
hostile bids for control of the Company which bids might have
provided shareholders with premiums for their shares.
VOTING CONTROL OF AQUA VIE BY PRESIDENT. Thomas Gillespie,
founder, President and a director of Aqua Vie, owns and controls
beneficially the voting rights ascribed to all the outstanding
Series B preferred shares aggregating a total of approximately
53,867,160 votes. Through such voting rights, Thomas Gillespie may
control the vote of all matters brought before the shareholders and
holders of the common stock may have no power in corporate decisions
usually brought before the shareholders for shareholder vote.
ADVANCES TO AN AFFILIATE. Aqua Vie has borrowed
approximately $40,000 from its president and controlling
shareholder. If it is unable to generate additional sales or other
revenues sources, Aqua Vie may require additional borrowings in
order to continue development of its operations. The current loan
to the affiliate is unsecured.
LACK OF CONTINUED DEVELOPMENT OF E-COMMERCE MARKET. The use
of the Internet and World Wide Web for commercial purposes is
expanding dramatically. There is no assurance, however, that as
increased commerce takes place on the Internet that unforeseen
overloads, lack of sufficient hardware, telephone availability or
other problems may develop. In addition, consumer use of the
Internet for purchases, banking, and other commercial uses may
decline for any number of reasons such as security problems,
overload difficulties, shopping trends, or slow Internet access.
COMPETITION FROM LARGER AND MORE ESTABLISHED COMPANIES MAY
HAMPER MARKETABILITY. The competition in the bottled water industry
is intense. There are numerous well-established competitors,
including national, regional and local companies possessing
substantially greater financial, marketing, personnel and other
resources than Aqua Vie. Aqua Vie may not be able to market or sell
its products if faced with direct product competition from these
larger and more established bottled water companies.
TRADEMARK PROTECTION AND PROPRIETARY MARKS.
Notwithstanding the pending registration of certain trade names with
the United States Trademark Office, there is no assurance that Aqua
Vie will be able to enforce against use of any of its marks. There
is also no assurance that Aqua Vie will be able to prevent
competitors from using the same or similar names, marks, concepts or
appearances or that it will have the financial resources necessary
to protect its marks against infringing use.
MANAGEMENT AND AFFILIATES OWN ENOUGH SHARES TO CONTROL
SHAREHOLDER VOTE. Aqua Vie's executive officers and directors
beneficially own approximately 6.6% of the outstanding common stock
of Aqua Vie (not including conversion of any preferred stock), but
have voting rights equal to approximately 73% of the outstanding
vote. As a result, these executive officers are able to exercise
controlling interest over matters requiring stockholder approval,
including the election of directors and the approval of material
corporate matters such as change of control transactions. The
effects of such control could be to delay or prevent a change of
control of Aqua Vie unless the terms are approved by such stockholders.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE.
The Certificate of Incorporation as amended of Aqua Vie authorizes
the issuance of 120,000,000 shares of common stock and 1,000,000
shares of preferred stock. The future issuance of all or part of
the remaining authorized common stock may result in substantial
dilution in the percentage of the Company's common stock held by the
its then existing shareholders. Moreover, any common stock issued
in the future may be valued on an arbitrary basis by Aqua Vie. The
issuance of the Company's shares for future services or acquisitions
or other corporate actions may have the effect of diluting the value
of the shares held by investors, and might have an adverse effect on
any trading market, should a trading market develop for the
Company's common stock.
CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES. Aqua
Vie's common stock is traded on the OTC Bulletin Board operated by
Nasdaq under the symbol AVBC. Aqua Vie did not file a registration
statement with the Securities and Exchange Commission and has not
been a reporting company under the Securities Exchange Act of 1934.
The Nasdaq Stock Market has implemented a change in its rules
requiring all companies trading securities on the OTC Bulletin Board
to be registered as a reporting company. Until such registration is
achieved the Company's trading symbol is AVBCE to indicate its
non-reporting status. The Company was required to become a
reporting company by the close of business on September 1, 1999 or
no longer be listed on the OTC Bulletin Board. Aqua Vie has
effected the merger with Barhill and has become a successor issuer
thereto in order to comply with the reporting company requirements
implemented by the Nasdaq Stock Market. No assurance can be given
that an active trading market in the Company's securities will be
sustained if it is able to retain its listed status.
PENNY STOCK REGULATION. Upon commencement of trading in the
Company's stock, if such continues (of which there can be no
assurance) the Company's common stock may be deemed a penny stock.
Penny stocks generally are equity securities with a price of less
than $5.00 per share other than securities registered on certain
national securities exchanges or quoted on the Nasdaq Stock Market,
provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or
system. The Company's securities may be subject to "penny stock
rules" that impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 together with their spouse). For transactions covered
by these rules, the broker-dealer must make a special suitability
determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the "penny stock rules" require the delivery,
prior to the transaction, of a disclosure schedule prescribed by the
Commission relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer
and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of
broker-dealers to sell the Company's securities. The foregoing
required penny stock restrictions will not apply to the Company's
securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of the Company's
securities will reach or maintain such a level.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year in such
program's date field. These programs were designed and developed
without consideration of the impact of the change in the century for
which four digits will be required to accurately report the date.
If not corrected, many computer applications could fail or create
erroneous results by or following the year 2000 (the "Year 2000
problem"). Many of the computer programs containing such date
language problems have been corrected by the companies or
governments operating such programs. The Company's operations are
dependent upon the timely delivery of supplies which deliveries and
production of bottled water may be delayed or canceled because of
such Year 2000 problem computer failures. The Company does not know
what steps, if any, have been taken by any of its suppliers or
bottlers in regard to the Year 2000 problems. The Company's
operations will be severally curtailed if one or more of its
suppliers were to suffer Year 2000 problems. Furthermore, it is
impossible to predict if the basic utilities serving the company,
its bottlers, or suppliers will continue uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Aqua Vie Beverage Corporation, the predecessor corporation
of the Company's subsidiary BEVA Corporation, was incorporated in
the state of Delaware on March 30, 1990 as the JIB Group, Inc. and
changed its name on January 22, 1991 to Aqua Vie Beverage Corporation. The
original Aqua Vie Beverage Corporation was placed into involuntary
Chapter 11 bankruptcy in January 1995 as a move in a hostile
takeover attempt and a trustee was assigned. From January 1995 to
November 1996, Mr. Gillespie attempted to reorganize the original
Aqua Vie Beverage Corporation and regain management control. This
was not effected and in early November 1996 it was decided and
agreed to with the trustee to acquire the assets, the corporate and
the corporate shell through a bankruptcy liquidation sale. In
September 1997, a bill of sale was obtained from the bankruptcy
trustee and the assets were purchased. Subsequently a
reorganization was effected pursuant to a merger under Section
251(g) of the Delaware General Business Corporation Law in October
1998. Except for the time under control of the bankruptcy trustee,
Mr. Gillespie was the chief executive officer of the original Aqua
Vie Beverage Corporation.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Upon effectiveness of the merger, pursuant to Rule 12g-3(a)
of the General Rules and Regulations of the Securities and Exchange
Commission, Aqua Vie became the successor issuer to Barhill
Acquisition Corporation for reporting purposes under the Securities
Exchange Act of 1934 and elects to report under the Act effective on
September 1, 1999.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant
shall file financial statements by amendment hereto not later than
60 days after the date that this initial report on Form 8-K must be
filed.
ITEM 8. CHANGE IN FISCAL YEAR
The successor issuer is adopting a fiscal year end of July
31. The Company will file a transitional annual report as required.
EXHIBITS
1.1 Agreement and Plan of Merger and amendment thereto between
Barhill Acquisition Corporation and Aqua Vie Beverage
Corporation.
1.2 Original unamended Certificate of Incorporation of Aqua vie
Beverage Corporation-H
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AQUA VIE BEVERAGE CORPORATION
By /s/ Thomas Gillespie
Date: September 1, 1999