<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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 1, 1999 /s/ KARL JACOBS
------------------ ----------------------------------------
Karl Jacobs, Chairman and Chief
Executive Officer
3
<PAGE> 4
CENTRE CAPITAL CORPORATION Page 1
BALANCE SHEET
JULY 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
CURRENT ASSETS
CASH $ 2,381.20
ACCOUNTS RECEIVABLE-TRADE 1,186.55
INVENTORY 191,518.84
------------
TOTAL CURRENT ASSETS $ 195,086.59
PROPERTY, PLANT & EQUIPMENT
BUILDINGS-ACQUISITIONS 550,000.00
EQUIPMENT 53,954.02
ACCUMULATED DEPRECIATION (3,211.55)
------------
TOTAL PROPERTY PLANT EQUIPMENT $ 600,742.47
OTHER ASSETS
ORGANIZATION COSTS 1,957.35
ACCUMULATED AMORT. - ORG. COS (1,246.40)
DEPOSITS 750.00
------------
TOTAL OTHER ASSETS $ 1,460.95
------------
TOTAL ASSETS $ 797,290.01
============
</TABLE>
UNAUDITED
<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
<PAGE> 6
CENTRE CAPITAL CORPORATION
STATEMENT OF OPERATIONS
FOR THE TEN MONTH PERIOD ENDED JULY 31, 1999
INCOME
INCOME $208,491.18 100.0
-----------
TOTAL INCOME........................ 208.491.18 100.0
COST TO PRODUCE INCOME
PURCHASES......................... 7,712.70 3.7
INVENTORY (INCREASE)/DECREASE..... 34,227.19 16.4
COMMISSIONS....................... 43,868.85 21.0
CONTRACT LABOR-NON EMPLOYEE....... 24.00 0.0
FREIGHT/SHIPPING.................. 7,703.67 3.7
TOTAL COST TO PRODUCE INCOME........ ----------- 93,536.41 44.9
----------
114,954.77 55.1
GROSS MARGIN
SELLING EXPENSES.................
ADVERTISING/PROMOTION.......... 35,256.34 16.9
BAD CHECK EXPENSE.............. 832.89 0.4
BANK CARD CHARGES.............. 2,160.89 1.0
WAGES-SALES.................... 105,858.57 50.8
----------
TOTAL SELLING EXPENSES 144,108.69 69.1
OTHER OPERATING EXPENSES
ACCOUNTING..................... 600.00 0.3
AMORTIZATION.................. 26.25 0.0
BANK SERVICE CHARGES........... 1,072.70 0.5
BREAKROOM SUPPLIES............. 22.50 0.0
DONATIONS/CONTRIBUTIONS........ 360.00 0.2
DEPRECIATION................... 3,211.55 1.5
DUES & SUBSCRIPTIONS........... 7,049.00 3.4
ENTERTAINMENT-MEALS........... 2,097.45 1.0
ENTERTAINMENT-OTHER............ 35.50 0.0
INSURANCE...................... 5,622.81 2.7
JANITORIAL/MAINTENANCE......... 606.56 0.3
LEASE/RENT-BUILDING............ 10,892.37 5.2
LEGAL.......................... 75.00 0.0
LICENSES/OCCUPATION TAX........ 150.00 0.1
MISCELLANEOUS.................. 1,364.82 0.7
OFFICE SUPPLIES................ 13,302.41 6.4
POSTAGE/COURIER................ 2,298.78 1.1
PRINTING/COPYING............... 27,087.80 13.0
RENTAL-EQUIPMENT............... 2,837.40 1.4
REPAIRS-BUILDING............... 277.19 0.1
REPAIRS-EQUIPMENT.............. 2,351.24 1.1
REPAIRS-OTHER.................. 778.01 0.4
RESOURCE MATERIALS............. 2,613.20 1.3
SECURITY....................... 93.92 0.0
TAXES-PAYROLL.................. 332.40 0.2
TELEPHONE/FAX.................. 13,035.24 6.3
<PAGE> 7
Page 2
CENTRE CAPITAL CORPORATION
STATEMENT OF OPERATIONS
FOR THE TEN MONTH PERIOD ENDED JULY 31, 1999
<TABLE>
<S> <C> <C> <C> <C>
TRAVEL EXPENSE $ 16,025.44 7.7
UTILITIES 2,282.12 1.1
WAGES - EMPLOYEES 11,999.93 5.8
WAGES - OFFICERS 33,533.81 16.1
-----------
TOTAL OTHER OPERATING EXPENSES 162,035.40 77.7
--------------
OPERATING PROFIT OR (LOSS) (191,189.32) (91.7)
OTHER INCOME
TOTAL OTHER INCOME 0.00 0.0
OTHER EXPENSE
TOTAL OTHER EXPENSE 0.00 0.0
--------------
NET INCOME- (LOSS) BEFORE TAXES $ (191,189.32) (91.7)
TAX ITEMS
TOTAL TAX ITEMS 0.00 0.0
--------------
NET INCOME- (LOSS) AFTER TAXES $ (191,189.32) (91.7)
==============
</TABLE>
UNAUDITED
<PAGE> 8
CENTRE CAPITAL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
For the Ten Month Period Ended July 31, 1999
<TABLE>
<CAPTION>
Common Paid in Accumulated
Shares Amount Capital Deficit Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance
September 30, 1998 6,881,447 $ 6,881 $ 9,414 $ (119,734) $ (103,439)
----------- ----------- ----------- ----------- -----------
Reverse split of common
shares 1 for 3 (4,587,631) (4,588) (4,588)
Issue shares per merger 7,748,236 7,748 333,408 (24,531) 316,625
Net loss -- -- -- (191,189) (191,189)
Balance ----------- ----------- ----------- ----------- -----------
July 31, 1999 10,042,052 $ 10,042 $ 342,822 $ (335,454) $ 17,410
----------- ----------- ----------- ----------- -----------
</TABLE>
<PAGE> 9
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 1, Inc.
(VIP), a Nevada corporation. The merger was effective June 1, 1999 and the
results of operations of VIP 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> 10
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.
<PAGE> 11
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> 12
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.
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2 Articles of Merger of Vista International Products, Inc.
with and into Centre Capital Corporation
</TABLE>
<PAGE> 1
[FILE STAMP FOR THE
STATE OF NEVADA]
ARTICLES OF MERGER OF
VISTA INTERNATURAL PRODUCTS, INC
WITH AND INTO
CENTRE CAPITAL CORPORATION
1. The Merger. These Articles of Merger are filed to give effect to the
Plan and Agreement of Merger under date of September 3, 1999 of VISTA
INTERNATURAL PRODUCTS 1, INC., as the "merged corporation" ("VIP"), with and
into CENTRE CAPITAL CORPORATION, as the "surviving corporation"). An original
signed copy of this Plan and Agreement of Merger is attached hereto and made a
part hereof for all purposes as Exhibit "A".
2. Governing Law. Both of the constituent corporations to this Merger are
Nevada corporations. The Board of Directors of each corporation approved the
Merger and recommended it for adoption by the shareholders. The shareholders of
VIP approved and adopted the Merger by the affirmative vote of the holders of
9,277,621 shares of the total of 11,800,316 shares outstanding and entitled to
vote thereon (more than 80%) at a special meeting of the VIP shareholders called
and held pursuant to due notice on January 30, 1999, with 5,000 shares voting
against the Merger. The holder of more than a majority (in excess of 60%) of
the Common Stock of CCC approved and adopted the Merger by consent dated August
1, 1999. Neither of the constituent corporations has a parent whose consent to
or approval of the Merger is required.
3. Articles of Incorporation. The Articles of Incorporation of the
surviving corporation are the Articles of Incorporation of CCC as filed with and
certified by the Secretary of State of Nevada under date of September 6, 1988. A
true and correct copy of CCC's Article of Incorporation are attached hereto and
made a part hereof for all purposes as Exhibit "B".
4. Effective Date. The Merger will become effective when these Articles of
Merger and attached Exhibits have been filed with and certified by the Secretary
of State of Nevada.
Signed and dated as provided below, but effective as provided above.
CENTRE CAPITAL CORPORATION VISTA INTERNATURAL PRODUCTS 1, INC.
By: /s/ EVERETT SPARKS By: /s/ KARL F. JACOBS
--------------------------- ------------------------------
Everett Sparks, President Karl F. Jacobs, Chairman
And: /s/ H. DAWSON FRENCH And: /s/ SUSAN MCNAIR
------------------------- ----------------------------
H. Dawson French, Susan McNair, Secretary and
Assistant Secretary Vice-President
Dated: September 13, 1999 Dated: September 13, 1999
<PAGE> 2
ACKNOWLEDGMENTS
BEFORE ME, the undersigned authority, personally came and appeared EVERETT
SPARKS, President of CENTRE CAPITAL CORPORATION, known to me, who acknowledged
to me that he executed the foregoing instrument pursuant to due authorization
as the valid act and deed of the aforesaid corporation
WITNESS MY AND SEAL OF OFFICE, this ___, day of September, 1999.
My Commission Expires: [SEAL] SHANEIKA JOHNSON
/s/ SHANEIKA JOHNSON MY COMMISSION EXPIRES
------------------------- APRIL 13, 2003
April 13, 2003 Notary Public
BEFORE ME, the undersigned authority, personally came and appeared KARL F.
JACOBS, Chairman of VISTA INTERNATIONAL PRODUCTS 1, INC., known to me, who
acknowledged to me that he executed the foregoing instrument pursuant to due
authorization as the valid act and deed of the aforesaid corporation
WITNESS MY AND SEAL OF OFFICE, this ___, day of September, 1999.
My Commission Expires:
/s/ CATHERINE J. JACOBS
-------------------------
06/21/01 Notary Public
The votes of the shareholders of each constituent corporation was
sufficient for adoption under the Articles of Incorporation and By-Laws of each
corporation.
9/15/99 /s/ [ILLEGIBLE]
-----------------------------
Attorney for each corporation
<PAGE> 3
PLAN AND AGREEMENT OF MERGER OF
VISTA INTERNATURAL PRODUCTS I, INC.
INTO
CENTRE CAPITAL CORPORATION
This PLAN AND AGREEMENT OF MERGER (the "Agreement"), is entered into by
and between VISTA INTERNATURAL PRODUCTS I, INC. ("VIP"), a Nevada corporation,
and CENTRE CAPITAL CORPORATION ("CCC"), a Nevada corporation (with VIP and CCC
being sometimes hereinafter collectively referred to as the "Constituent
Corporations").
R E C I T A L S:
WHEREAS, Vista InterNatural Products I, Inc. is a corporation duly
organized and validly existing under the laws of the State of Nevada, having
been incorporated on February 1, 1999, with authorized capital stock of
50,000,000 shares of Common Stock, par value $.001 per share, of which
15,496,472 shares are outstanding;
WHEREAS, Centre Capital Corporation is a corporation duly organized and
validly existing under the laws of the State of Nevada, having been incorporated
on September 6, 1988, with authorized capital stock of 50,000,000 shares of
Common Stock, par value $0.001 per share, of which 6,881,447 shares are
outstanding, and 20,000,000 shares of Preferred Stock, par value $0.001 per
share, none of which are outstanding; and
WHEREAS, the Board of Directors of each of the Constituent Corporations
deems it advisable and in the best interests of its shareholders that it merge
with the other corporation to form a single corporation pursuant to this
Agreement and the applicable laws of the State of Nevada.
NOW, THEREFORE, for and in consideration of Ten Dollars and other valid
consideration ($10&OVC), the mutual premises, covenants and undertakings as
provided herein, the receipt and sufficiency of which is hereby acknowledged and
stipulated, the Constituent Corporations do hereby bargain, covenant and agree
with each other as follows:
TERMS AND PROVISIONS
1. EFFECTIVE DATE. Upon execution by the Constituent Corporations, this
Agreement shall become effective upon the date an original signed counterpart
hereof is filed with and certified by the Office of the Secretary of the State
of Nevada. This Agreement may be made effective for accounting and financial
statement purposes, however, as of the date provided below. Upon filing and
certification hereof as provided above, the separate existence of VIP shall
cease and it shall be merged with and into CCC as the "Surviving Corporation" of
this Merger.
1
<PAGE> 4
2. DIRECTORS. The Directors of the Surviving Corporation shall be the
current Directors of VIP who are:
o KARL F. JACOBS, Chairman of the Board and Chief Executive
Officer of VIP
o MARK SPRADLING, an outside Director who is in construction and
real estate in Duncan, Oklahoma
o STEVEN NIBARGER, an outside Director who is employed as
technology manager with a Fortune 500 Company in Dallas, Texas.
3. OFFICERS. The officers of the Surviving Corporation will be the
officers of VIP who are:
KARL F. JACOBS: graduated from Oklahoma State University in 1972
with honors and a Bachelor's of Science Degree in Business Administration;
worked in banking, real estate and insurance business and owned and operated
retail music and videos stores from 1968 until 1995; has been engaged in direct
multi-level marketing since 1995. Chairman of the Board and Chief Executive
Officer of VIP.
CATHERINE JACOBS: wife of Karl Jacob since 1995, and President,
Treasurer and Chief Financial Officer of Registrant.
LINDA LOHMAN: has more than 30 years experience in medical
health insurance, primarily with Traveler's Insurance Company, with her most
recent position being a Client Administrator.
SUSAN MCNAIR: has been engaged in direct multi-level marketing
for more than the past five years.
4. SHARES. The Common Stock of the Surviving Corporation to be
outstanding upon the Effective Date of the Merger shall be as follows:
A. CCC COMMON STOCK. After the reverse split of its 6,881,477
shares of outstanding Common Stock on a 1-for-3 basis in connection with the
Merger, CCC will have 2,293,482 shares of its Common Stock outstanding.
B. VIP COMMON STOCK. Upon the Effective Date of the Merger, CCC
will issue and deliver 7,748,236 shares of its Common Stock to the shareholders
of VIP upon the basis of one share of CCC Common Stock for each two shares of
VIP Common Stock.
C. NO FRACTIONAL SHARES. No fractional shares of its Common
Stock will be issued by the Surviving Corporation in connection with the Merger.
One additional share will be issued to each shareholder who is entitled to
receive a fractional share of the Surviving Corporation's Common Stock as a
result of the Merger.
2
<PAGE> 5
D. RESTRICTED SHARES. The shares of the Surviving Corporation's
Common Stock issued to the VIP shareholders will NOT be issued pursuant to a
registration statement filed with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933 (the "Act") or any state regulatory
authority under the state Blue Sky laws. As a result of NOT BEING REGISTERED,
these shares will constitute "RESTRICTED SECURITIES" under these federal and
state securities laws, and they may be sold or transferred only in accordance
with Rule 144 promulgated by the SEC under the Act or pursuant to a registration
statement or exemption from registration under such laws. The certificates for
these shares to be issued to the VIP shareholders will bear appropriate legends
denoting these restrictions upon the sale or transfer of these shares as
required by these securities laws.
4. REPRESENTATIONS AND WARRANTIES.
A. BY VIP. VIP represents and warrants to CCC as follows:
(i) ORGANIZATION. VIP is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada.
VIP has the authority to carry on its business as it is now being conducted and
is qualified to do business in every jurisdiction in which the character and
location of the assets owned by it or the nature of the business transacted by
it require qualification.
(ii) CAPITALIZATION. VIP's capitalization consists of
50,000,000 authorized shares of Common Stock, $.001 par value per share, of
which 15,496,472 shares are issued and outstanding as of the date of this
Agreement. Each outstanding share was validly issued and constitutes fully paid
and non-assessable shares. No options are outstanding as of the date of this
Agreement with respect to any shares of VIP's Common Stock.
(iii) FINANCIAL STATEMENT. VIP has furnished to CCC a copy
of an unaudited balance sheet and income statement for the two month period from
its inception on February 1, 1999 through March, 1999, which are to the best of
the knowledge and belief of its management true and correct and have been
prepared in accordance with generally accepted accounting principles
consistently followed during this period, except as might otherwise be provided
in the notes thereto.
B. BY CCC. CCC represents and warrants to VIP that all of the
following representations and warranties are true and correct:
(i) ORGANIZATION. CCC is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada.
CCC has the authority to carry on its business as it is now being conducted and
is qualified to do business in every jurisdiction in which the character and
location of the assets owned by it or the nature of the business transacted by
it require qualification.
(ii) CAPITALIZATION. The authorized capital stock of CCC
consists of
3
<PAGE> 6
50,000,000 shares of Common Stock, par value $0.001 per share, of which
6,881,447 shares are issued and outstanding, and 20,000,000 shares of Preferred
Stock, par value $0.001 per share, none of which is outstanding.
(iii) LIENS AND ENCUMBRANCES. There are no outstanding
liens, claims or encumbrances, pending or threatened, against CCC and/or its
assets otherwise than for a nominal royalty due upon sales of its fire and
insecticide product.
(iv) FINANCIAL STATEMENTS. CCC has delivered to VIP copies
of its balance sheets and income statements for its fiscal years ending December
31, 1996, 1997 and 1998, all of which have been audited by an independent
certified public accountant, and a copy of its balance sheet and income
statement for fiscal 1999 through June 30, 1999, which is an unaudited statement
by CCC. To the best of the knowledge and belief of management of CCC all of
these financial Statements are true and complete and have been prepared in
accordance with generally accepted accounting principles consistently followed
throughout the periods indicated, except as might otherwise be provided in the
notes thereto. Each such balance sheet presents a true and complete statement as
of its date of the financial condition and assets and liabilities of CCC. Except
as and to the extent reflected or reserved against therein (including the notes
thereto), CCC does not have, as of the date of each such balance sheet, any
liabilities or obligations (whether accrued, absolute, contingent, or otherwise)
of a nature customarily reflected in a corporate balance sheet or the notes
thereto, prepared in accordance with generally accepted accounting principles.
Each such statement of earnings and retained earnings presents a true and
complete statement of the results of operations by CCC for the periods
indicated. CCC has no liabilities or obligations, except to the extent (and not
in excess of the amounts) reflected in the December 31, 1998 balance sheet
included in the Financial Statements.
(v) THE AGREEMENT. This Agreement has been duly executed
and delivered by CCC and constitutes in its entirety a valid and binding
obligation upon CCC, which is enforceable in accordance with its terms and
provisions, except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors'
rights generally, and the remedy of specific performance and injunctive relief
are subject to certain equitable defenses and to the discretion of the court
before which any proceedings might be brought. CCC has full corporate power,
capacity, and authority to execute this Agreement, the Articles of Merger, and
all other agreements and documents contemplated hereby. The execution and
delivery of this Agreement and such other agreements and documents by CCC and
the consummation by CCC of the Merger has been duly authorized by affirmative
action of its Directors and shareholders, and no other corporate action on the
part of CCC is necessary to authorize the Merger and all related transactions
contemplated hereby.
(vi) TAXES. CCC has filed all income tax returns required
to be filed by it, and it has paid or provided for all taxes shown to be due
thereon. No action or proceeding for the assessment or collection of any Taxes
is pending against CCC; no deficiency, assessment, or other formal claim for any
Taxes has been asserted or made against CCC that has not been fully paid or
4
<PAGE> 7
finally settled; and no audit or examination of any tax return by CCC is pending
or to the best of its knowledge threatened by any taxing authority.
(vii) PROPERTIES. CCC does not own any real property. It
leases its office space at a monthly rental of $1,110 per month through August
30, 1999. CCC owns its office equipment and furnishings, which are not
significant in amount.
(viii) WHOLLY OWNED SUBSIDIARY. CCC has a wholly owned
subsidiary, KFA, Corp., which markets a fire ant insecticide product. Its
operations since inception in 1995 have not been profitable, and it will be sold
to Everett Sparks and an associate for $20,000 credit against demand notes
payable due to them by CCC as part of the Merger.
(ix) CONTRACTS. Other than for a nominal royalty payable
on KFA's insecticide product, CCC does not have any material contracts and does
not contemplate entering into any contracts in the near term otherwise than
pursuant to this Agreement.
(x) NO COMMISSION. No agent, broker or other person or
firm acting on behalf of CCC is, or will be, entitled to any commission,
brokerage, finder's fees or other compensation in connection with this Merger of
any of the transactions contemplated hereby.
(xi) NO MATERIAL ADVERSE CHANGE. Since December 31, 1998,
there has not been: (a) any material adverse change in the business, operations,
financial condition, or results of operations or prospects of CCC; (b) any
transaction, commitment, or agreement (including, without limitation, any
borrowing) by CCC involving a significant expenditure of its cash funds, except
transactions, commitments, or agreements in the ordinary course of business
consistent with past practice or in connection with this Merger; (c) any
declaration, setting aside, or payment of any dividend or distribution in cash,
stock, or property to CCC's shareholders; (d) any repurchase, redemption, or
other acquisition by CCC of any capital stock or other securities issued by it;
or (e) any increase in the compensation due or payable by CCC to its directors,
officers, employees or agents.
5. STATUS QUO. Between the date hereof and the Effective Date of the
Merger, neither of the Constituent Corporations will without the prior consent
of the other: (a) issue or sell any stock or other corporate securities; (b)
incur any obligation or liability (absolute or contingent), except current
liabilities incurred in the ordinary and routine course of business; (c) pay any
dividend or make any distribution to its shareholders or purchase or redeem its
Common Stock; (d) mortgage, pledge, create a security interest or otherwise
encumber any of its assets, tangible or intangible; (e) sell, exchange, transfer
or otherwise dispose of any of its assets, tangible or intangible, or release or
cancel any indebtedness, otherwise than in the ordinary and routine course of
business; (f) waive surrender or release any right, title or interest of any
significant value; or (g) enter into any transaction otherwise than in the
ordinary and routine course of business.
6. CONDITIONS PRECEDENT. Notwithstanding anything which might be
contained elsewhere
5
<PAGE> 8
herein to the contrary, the Merger shall not become effective if prior to the
Effective Date any of the following should occur:
A. MUTUAL TERMINATION. The Board of Directors of each
Constituent Corporation should vote to terminate the Merger.
B. DISSENTING SHAREHOLDERS. The holders of a sufficiently large
number of shares of Common Stock of either or both Constituent Corporations
should object to the Merger and demand payment for their shares pursuant to the
applicable laws of Nevada, rendering it inadvisable in the opinion of the Board
of Directors of either or both of the Constituent Corporations to proceed with
the Merger; or
C. LITIGATION. If any material litigation should be filed or
threatened against or affecting either or both of the Constituent Corporations,
or their assets or businesses, or the Merger, which in the judgement of the
Board of Directors of either or both of the Constituent Corporations renders it
inadvisable to proceed with the Merger.
7. NOTICES. All notices or other communications required or permitted to
be given pursuant to this Agreement shall be in writing and shall be deemed to
be properly served if addressed as provided below and delivered: (a) in person;
(b) by facsimile transmission, if followed by mailing on the same date by first
class United States Mail; or (c) by United States Mail, with postage prepaid for
delivery by certified mail, return receipt requested.
VIP'S ADDRESS: Vista InterNatural Products I, Inc.
P.O. Box 750058
Duncan, Oklahoma 73575
Attn: Karl Jacobs
CCC'S ADDRESS: Centre Capital Corporation
2619 Gravel Drive
Fort Worth, Texas 76118
Attn: Everett Sparks
Either Constituent Corporation may change its address for notice purposes by
giving notice to the other in writing, stating its new address for notice
purposes, which is served in the manner provided above. Any notice or other
communication shall be deemed to have been served upon the date on which it is
personally delivered or the date upon which it is faxed and deposited in the
mail. If delivered by certified mail, it shall be deemed to be served upon the
third business day after the date on which it is deposited in the mail as
provided above.
8. SOLE REMEDY. In the event that either of the Constituent Corporations
should fail or refuse to complete the Merger for any reason, even if all of the
conditions precedent which are set forth herein, are met, the sole remedy
available to the other shall be to terminate this Agreement.
6
<PAGE> 9
9. MISCELLANEOUS. The captions and headings used in this Agreement are
for convenience of reference only, and they shall not affect the meaning or
construction of any of the terms or provisions of this Agreement. Whenever the
context so requires, all words used herein in any gender shall include the
masculine, feminine, and neuter gender, all singular words shall include the
plural, and all plural words shall include the singular. This Agreement shall
become valid and binding upon each Constituent Corporation upon the Effective
Date of the Merger, and it shall extend to and be binding upon the successors or
assigns of each of them, respectively. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. Venue for specific
performance or enforcement hereof or any dispute arising hereunder shall lie
exclusively with any court of competent jurisdiction in Tarrant County, Texas.
SIGNED AND DATED as provided below.
CENTRE CAPITAL CORPORATION
Dated: September 13, 1999 By: /s/ EVERETT SPARKS
------------------------------------
Everett Sparks, President
VISTA INTERNATURAL PRODUCTS I, INC.
By: /s/ KARL F. JACOBS
------------------------------------
Karl F. Jacobs, Chairman
Dated: September 13, 1999
[SEAL]
7
