SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported)........ July 29, 1998
BRIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY Q-2549 22-1644111
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
8 West 38th Street, 9th Floor, New York, NY 10018
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (212) 398-7833
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 29, 1998, the Company acquired 100% of the issued and outstanding
stock of AmViet Development Corporation, a Bahamian corporation, from
International Beverage Development Corporation. AmViet Development Corporation
is the owner of 70% of AmViet Mineral Water Company, a Vietnam corporation,
which is licensed by the Government of Vietnam to produce water, mineral water
and beverages in Vietnam. The purchase price paid by the Company to
International Beverage Development Corporation was 6,200,000 dollars worth of
the Company's restricted common stock at a value price per share later to be
determined.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On July 29, 1998, Richard Lifschutz, President and Director of the Company
and Isaac Lifschutz, Secretary, Treasurer and Director resigned their positions
having prior thereto appointed James Tilton, President and Chief Executive
Officer and Director, Jane Zheng, Secretary and Treasurer and Director, Kitty
Chow, Director, and Stanley Merdinger, Director.
ITEM 7. EXHIBITS
Acquisition Agreement between Bria Communications Corporation and
International Beverage Development Corporation.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: August 7, 1998
BRIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ James Tilton
------------------------------------
James Tilton, President
EXHIBIT 2
AGREEMENT
This Agreement entered into this 16th day of April, 1998, between Bria
Communications Corporation, a New Jersey Corporation, hereafter "BBC", and
International Beverage Development Corporation, a Delaware Corporation,
hereafter "IBDC".
RECITALS
IBDC has acquired 100% of AmViet Development Corporation, a Corporation
duly incorporated under the Commonwealth of the Bahamas, hereafter "AVDC". IBDC
desires to sell AVDC to BCC for stock in BCC. NOW THEREFORE, the parties hereto
agree as follows.
AGREEMENT
1. AVDC is the owner of a license issued by the government of Vietnam for the
joint venture partnership between Quang Tri Beer Factory (the Vietnamese
partner) and AVDC (the American partner). Pursuant to such license
agreement AVDC owns 70% of the AmViet Mineral Water Company, which is
licensed to produce water, mineral water, and beverages in the country of
Vietnam. The Quang Tri Beer Factory has contributed the plant and land for
their 30% contribution. The plant is located in Quang Tri Province in
Vietnam. The plant is currently partially finished with approximately
$200,000 being required to complete the water bottling operation so that
the plant may begin production. The production is expected to be completed
and operational within 60 days. In addition, AVDC is the licensee from the
Monarch Beverage Company for the country of Vietnam. The Monarch license
enables AVDC to sell the Monarch franchise products, such as America Cola,
Dad's Rootbeer, Kikapco Joy Juice, and Bubble Up, in the country of
Vietnam. AVDC has been in Vietnam for over three years and has established
a network of distributors for the products of this plant once production
begins. This joint venture will have ownership of the land, buildings,
equipment business, water rights, exclusive rights to the spring water,
mineral water springs, good will, customer lists, customers and all
accounts receivables in Vietnam.
2. IBDC hereby agrees to convey, at closing, all of the issued and
outstanding stock of AVDC, which includes the right to the Monarch
license, to BCC. Such stock would consist of 50,000 shares, being all of
the authorized and issued common stock of AVDC.
3. BCC, in exchange for the acquisition of AVDC including the Monarch
license, agrees to pay to IBDC $6,200,000 in BCC restricted common shares,
authorized, yet heretofore unissued. The proposed exchange of stocks shall
be treated and recorded as a purchase of assets rather than a pooling of
interest.
4. IBDC agrees to deliver to BCC all of the issued and outstanding shares of
AVDC and the Monarch license at closing.
<PAGE>
5. Concurrent with the execution of this Agreement, IBDC shall make available
all records of IBDC and AVDC to BCC, including, but not limited to,
financial statements for the development stage of the company, financial
statements for the interim fiscal quarters, corporated minutes,
correspondence and documents with the country of Vietnam, licenses,
franchise agreements, and such other records of the Corporation as shall
be required by agents and counsels of BCC.
6. Through the execution of this Agreement, and prior to the closing, the
owners of IBDC agree to cause AVDC to carry on its business in the
ordinary course, and not to enter into any other extraordinary
transactions.
7. BCC hereby represents and warrants that it is a New Jersey Corporation,
that it's Board of Directors has duly authorized this Agreement and the
officer executing this Agreement is duly authorized.
8. IBCC hereby represents that it is a Delaware Corporation, that it has
title to the assets being conveyed, that this Agreement is duly authorized
by its Board of Directors.
9. At the closing, the following actions shall take place:
(a) IBDC will deliver all of its issued and outstanding shares of AVDC and
the Monarch license to BCC. AVDC will have delivered the 50,000 shares of
common stock constituting all of the issued and outstanding shares of AVDC
to the closing attorneys. BCC shall issue restricted common shares to IBDC
at a value equal to an average of $6,200,000 divided by the share price,
valuing the BCC restricted common shares at the average bid price for the
five days immediately proceeding the closing.
(b) At the closing, Richard Lifschutz, President and Isaac Lifschutz,
Secretary, BCC's Officers and Directors, shall appoint Richard Hensel as
President and Director, Wayne Johnson as Director and Chairman, Robert
Reaser as Director, Robert Price as Director, James Tilton as Chief
Executive Officer and Director, and Jane Zhang as the Chief Financial
Officer, Secretary and Treasurer and Director, Kitty Chow as Director, and
Stanley Merdinger as Director.
10. Immediately following the election of the new officers and directors,
Richard Lifschutz and Isaac Lifschutz shall resign as officers and
directors.
11. This proposed Agreement shall be subject to the approval of the Board of
Directors of IBDC and BCC. Such approvals shall be completed on or before
April 21, 1998. BCC will obtain the approval of its shareholders and Board
of Directors to increase the number of authorized common shares, if
required, approve the transaction, and appoint the officers and directors
and the appointment of an auditor in order to perfect this proposed
transaction.
2
<PAGE>
12. BCC and IBDC agree to file all such necessary papers and forms as shall be
required by counsel for IBDC and BCC with respect to the securities laws
of the State of New York and the Securities Exchange Commission.
13. This Agreement shall be interpreted and construed pursuant to the laws of
the State of New York.
14. Closing for this transaction shall take place on or before April 23, 1998.
Prior to closing all documents shall be exchanged. Closing shall take
place at the offices of Jensen, Duffin, Dibb, Carman and Jackson at 311
South State Street, Suite 380, Salt Lake City, Utah 34111. All shares to
be delivered from AVDC at closing will have been escrowed with the officer
of Jensen, Duffin, Dibb, Carman and Jackson in Salt Lake City, Utah, and
shall be delivered upon execution of the remaining closing documents.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/ Barbara Lifschutz BY: /s/ Richard Lifschutz
------------------------- -------------------------------
Barbara Lifschutz Richard Lifschutz
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest: /s/ Marie N. Shaw BY: /s/ James A. Tilton
------------------------- -------------------------------
Marie N. Shaw James A. Tilton
<PAGE>
ADDENDUM TO AGREEMENT
This Addendum entered into this 16th day of April, 1998, between Bria
Communications Corporation ("Bria"), a New Jersey Corporation and International
Beverage Development Corporation ("IBDC"), a Delaware Corporation.
1. Fees and Commissions. Except as described in this section, no broker,
finder, or other person or entity is entitled to any fee or commission
from Bria, IBDC, AmViet Development Corporation or Quang Tri for services
rendered of behalf of any of them or in connection with the transactions
contemplated by the Agreement. As compensation for its services in
initiating this transaction and ongoing consulting services to the
parties, Bria agrees to issue Hudson Consulting Inc. ("Hudson") or (the
"Consultant"), including their designees, a total of 9% of the authorized
shares of Bria. The parties agree that there shall not be a reverse split
for a one year period from the date of closing. Such shares shall be
issued at Closing.
2. Term: Indemnification. All representations, warranties, covenants and
agreements made herein and in the exhibits attached hereto shall survive
the execution and delivery of the Agreement and payment pursuant thereto.
The officers and directors of IBDC hereby agree, jointly as severally,
indemnify, defend and hold harmless Bria, and its officers and directors
from against any damage, loss liability, or expense (including, without
limitation, reasonable expenses of investigation and reasonable attorney's
fees) arising out of any material breach of representation, warranty,
covenant, or agreement made by the officers and directors of Bria in the
Agreement.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/ Barbara Lifschutz BY: /s/ Richard Lifschutz
------------------------- -------------------------------
Barbara Lifschutz Richard Lifschutz
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest: /s/ Marie N. Shaw BY: /s/ James A. Tilton
------------------------- -------------------------------
Marie N. Shaw James A. Tilton
<PAGE>
ADDENDUM TO AGREEMENT
This is an Addendum entered into this 12th day of June, 1998, to the
Agreement signed April 16, 1998 between Bria Communications Corporation
("Bria"), a New Jersey Corporation and International Beverage Development
Corporation ("IBDC"), a Delaware Corporation.
1. Extension of Closing. Both parties to this Agreement have mutually agreed
to move the date of closing forward from April 23, 1998 to July 7, 1998.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/ Barbara Lifschutz BY: /s/ Richard Lifschutz
------------------------- -------------------------------
Barbara Lifschutz Richard Lifschutz
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest: /s/ Marie N. Shaw BY: /s/ James A. Tilton
------------------------- -------------------------------
Marie N. Shaw James A. Tilton - President
