<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported - merger September 15, 1999
Centre Capital Corporation
--------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada
------
(State or Other Jurisdiction of Incorporation)
000-25845 73-1559541
--------- ----------
(Commission File Number) (IRS Employer Identification No.)
2511 North 10th Street Duncan, Oklahoma 73533
- ---------------------------------------- --------------------------
(Address of Principal Executive Offices) (City, State and Zip Code)
(580) 255-3499
----------------------------------------------------
(Registrant's Telephone Number, including Area Code)
7642 Pebble Drive, Fort Worth, Texas 76181
------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Interim unaudited financial statements of Centre Capital Corporation,
including Vista InterNatural Products 1, Inc, since its merger into Centre
Capital Corporation as of June 1, 1999. consisting of a balance sheet as of July
31, 1999, a statement of operations for the 10 month period ended July 31, 1999,
statement of stockholders equity and accumulated deficit for the 10 month period
ended July 31, 1999, and to such unaudited financial statements, and pro forma
unaudited financial statements of Registrant and VIP as if combined for the two
month period ended July 31, 1999.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRE CAPITAL CORPORATION
(Registrant)
Date October 8, 1999 /s/ KARL JACOBS
------------------ ----------------------------------------
Karl Jacobs, Chairman and Chief
Executive Officer
3
<PAGE> 4
CENTRE CAPITAL CORPORATION
BALANCE SHEET
JULY 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 2,381
Accounts receivable 1,187
Inventory 191,519
---------
Total Current Assets 195,087
PROPERTY PLANT & EQUIPMENT:
Buildings 550,000
Equipment 53,954
Accumulated depreciation (3,212)
---------
Total Property 600,742
OTHER ASSETS:
Organization costs 1,957
Accumulated Amortization (1,246)
Deposits 750
---------
Total Other Assets 1,461
---------
TOTAL ASSETS $ 797,290
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES:
Notes payable $ 779,880
---------
Total Liabilities 779,880
Commitments and Contingencies (Note F):
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value --
Common stock, $0.001 par value 10,042
Additional paid-in capital 342,822
Accumulated deficit (335,454)
---------
Total Stockholders' Deficit 17,410
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 797,290
=========
</TABLE>
<PAGE> 5
Page 2
CENTRE CAPITAL CORPORATION
BALANCE SHEET
JULY 31, 1999
<TABLE>
<CAPTION>
LIABILITIES AND EQUITY
<S> <C> <C>
LIABILITIES
CURRENT LIABILITIES
TOTAL CURRENT LIABILITIES $ 0.00
OTHER LIABILITIES
NOTES PAYABLE 779,879.69
------------
TOTAL OTHER LIABILITIES 244,879.69
------------
TOTAL LIABILITIES $ 779,879.69
STOCKHOLDERS' EQUITY
COMMON STOCK 10,041.72
ADDITIONAL PAID IN CAPITAL 342,821.79
RETAINED EARNINGS (144,263.87)
CURRENT INCOME OR (LOSS) (191,189.32)
------------
TOTAL EQUITY $ 17,410.32
------------
TOTAL LIABILITIES AND EQUITY $ 797,290.01
============
</TABLE>
UNAUDITED
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CENTRE CAPITAL CORPORATION
STATEMENT OF OPERATIONS
Period from February 1, 1999 (date of inception) to July 31, 1999
<TABLE>
<S> <C>
REVENUE:
Revenue $ 208,491
----------
Total Revenue 208,491
COST OF SALES:
Purchases 7,713
Inventory increase/decrease 34,227
Commission 43,869
Contract labor 24
Freight/Shipping 7,703
----------
Total Cost of Sales 93,536
GROSS MARGIN: 114,955
OPERATING EXPENSE:
Advertising 35,256
Amortization 26
Bad check expense 833
Depreciation 3,212
General and administrative 266,817
----------
Total Operating Expense 306,144
----------
NET LOSS: $ (191,189)
==========
</TABLE>
<PAGE> 7
CENTRE CAPITAL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
The Period from February 1, 1999 (date of inception) to July 31, 1999
<TABLE>
<CAPTION>
Common Paid in Accumulated
Shares Amount Capital Deficit Total
---------- -------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance
February 1, 1999 (date of inception) 15,496,472 $ 15,496 $ 47,648 $ -- $ 63,144
---------- -------- --------- ----------- ---------
Combine Centre common shares 6,881,447 6,881 14,002 $ (144,265) (123,382)
Reverse split of Centre common
shares 1 for 3 (4,587,631) (4,588) -- -- (4,588)
Shares exchanged per merger
1 share for 2 (7,748,236) (7,748) 281,172 273,424
Net loss -- -- -- (191,189) (191,189)
Balance
---------- -------- --------- ----------- ---------
July 31, 1999 10,042,052 $ 10,042 $ 342,822 $ (355,454) $ 17,410
---------- -------- --------- ----------- ---------
</TABLE>
<PAGE> 8
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
This summary of significant accounting policies of Centre Capital Corporation
(the Company) is presented to assist in understanding the Company's unaudited
financial statements. The financial statements and notes are representations of
management who is responsible for their integrity and objectivity.
Interim Financial Statement Policies and Disclosures:
The unaudited condensed financial statements of Centre Capital Corporation
included herein have been prepared pursuant to the rules and regulations of the
Security and Exchange Commission. Certain information and footnote disclosures
normally required in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These condensed financial statements reflect all adjustments, which in the
opinion of management, are necessary to present fairly the financial position as
of July 31, 1999, and the results of operations for the interim period
presented. All of the adjustments which have been made in these condensed
financial statements are of a normal recurring nature.
It is suggested that these condensed financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included in the
Company's audited financial statements for the years ended September 30, 1998
and 1997 and Form 10.
Sale of Subsidiaries:
The Company divested itself of its two wholly owned subsidiaries. The
subsidiaries were sold to shareholders of the Company. The assets and
liabilities were removed at book value.
Merger:
The Company entered into a merger agreement with Vista InterNatural Products 1,
Inc (VIP), a Nevada corporation. The merger was effective June 1, 1999 and the
results of operations of Centre are included in the accompanying financial
statements since the date of acquisition. The Company issued 7,748,236 of shares
common stock for all of the outstanding voting common stock of VIP at a ratio of
1 share of the Company's common stock for every 2 shares of VIP common stock.
This reverse merger was accounted for as a purchase.
Nature of Operations:
The Company is engaged in the direct marketing of health and body care products
through a multi-level independent sales network. These products feature
multivitamins and minerals manufactured for the Company according to its
specifications by licensed pharmaceutical in accordance with guidelines
established by the Federal Drug Administration.
<PAGE> 9
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED):
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting. Sales are recorded as income in the period in which they
are earned and expenses are recognized in the period in which the related
liability is incurred.
Revenue Recognition:
Revenue is recognized when product is shipped and amount invoiced. Sales are
reported net of returns and allowances.
Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments with a maturity of
three months or less to be cash equivalents.
Property:
Property is carried at cost. Upon retirement or disposal, the asset cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is included in the determination of net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Additions and significant improvements are capitalized and
depreciated.
Accounting Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Tax:
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (AMT) system.
The Company uses an asset and liability approach for the accounting and
financial reporting of income tax. Under this method, deferred tax assets and
liabilities are determined based on temporary differences between the financial
carrying amounts and the tax basis of assets and liabilities using enacted tax
rates in effect in the years in which the temporary differences are expected to
reverse.
NOTE B - CONCENTRATIONS:
Product warranty: The Company offers a money back guarantee on all products
sold. There has been no liability recorded for future claims, as there is
limited history of product returns.
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CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
NOTE C - INVENTORY:
The Company purchases manufactured finished products and maintains an inventory
stated at the lower of cost or market. As a result of the reverse merger
$179,150 of inventory is stated at fair market value. The Company normally uses
the first in first out method in valuing its inventory. All damaged and
unmarketable product is reflected in cost of sales.
NOTE D - PROPERTY:
The depreciable value is cost less estimated salvage value of 10%. The assets
are depreciated over their estimated useful lives using the straight-line method
as follows:
<TABLE>
<CAPTION>
Estimated Life
--------------
<S> <C> <C>
Building 40 years $ 550,000
Computers and office equipment 5 years 53,954
---------
603,954
Less: accumulated depreciation (3,212)
---------
$ 600,742
=========
</TABLE>
NOTE E - OTHER ASSETS:
Organization Costs:
Organization costs in the amount of $1,957 are amortized over sixty months using
the straight-line method.
Deposits:
A rent deposit in the amount of $750 was recorded by the Company for the office
space located in Duncan, Oklahoma.
NOTE F - COMMITMENTS AND CONTINGENCIES:
The Company leases its principal offices In Duncan, Oklahoma with monthly rental
of $750. This lease expires October 31, 1999. The Company also rents two
separate warehouse spaces in Ft. Worth, Texas. One warehouse space is leased at
a monthly rental of $667 and expires October 31, 2003. The other warehouse space
is leased at a monthly rate of 750 and expires January 31, 2000. Lease payments
for the principal office space will total approximately $2,250 from August 1,
1999 through the end of the lease. The other two warehouse spaces will total
approximately $34,000 and $3,750.
<PAGE> 11
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
NOTE G - NOTES PAYABLE:
Notes payable includes a $425,000 mortgage loan payable at 8% per annum with
monthly installments of interest in the amount of $2,666.67 and final principal
payment due August 10, 2000 and is secured by the building. The remaining
payables are to related parties totaling $354,880.
NOTE H - RELATED PARTY TRANSACTIONS:
Shareholders of the Company advanced cash to the Company and also paid expenses
and acquired equipment on the Company's behalf. These advances are recorded as
current loans payable with balances totaling approximately $354,880 at July 31,
1999.
NOTE I - STOCKHOLDERS' DEFICIT:
Reverse split of common stock:
The Company reverse split its common stock on a 1 for 3 ratio, resulting in its
outstanding common stock being reduced from 6,881,447 shares to 2,293,816
shares.
Preferred stock: The Company is authorized to issue 20,000,000 shares of
preferred stock at a par value of $0.001 per share. There were no shares issued
and outstanding as of July 31, 1999.
Common stock: The Company is authorized to issue 50,000,000 common shares at a
par value of $0.001 per share. These shares have full voting rights. There were
10,042,052 shares issued and outstanding as of July 31, 1999.
NOTE J - INCOME TAXES:
The Company has net operating loss carryforwards of approximately $300,000 as of
July 31, 1999 that is available to offset future income tax liability. No
deferred tax asset has been recognized for the operating loss carryforward as
any valuation allowance would reduce the benefit to zero.
