-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtiWnDd5G4G/miwpHcS8c3aOoUPMtE97O61BwvhoI11KMEEV5aZByPrqMI4a8Yg9 MbqvRJjsw3nv4oQtU3JluA== 0000922907-04-000060.txt : 20040205 0000922907-04-000060.hdr.sgml : 20040205 20040205154918 ACCESSION NUMBER: 0000922907-04-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040205 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTA EXPLORATION CORP CENTRAL INDEX KEY: 0001094572 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841493152 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27321 FILM NUMBER: 04570131 BUSINESS ADDRESS: STREET 1: 11952 FARLEY CITY: SHAWNEE MISSION STATE: KS ZIP: 66213 BUSINESS PHONE: 9138148313 MAIL ADDRESS: STREET 1: 7899 WEST FROST DRIVE CITY: LITTLETON STATE: CO ZIP: 80128 FORMER COMPANY: FORMER CONFORMED NAME: BAIL CORP DATE OF NAME CHANGE: 19990907 8-K 1 form8k_020504.htm Form 8-K/A


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A


                                 AMENDMENT NO. 1
                                       TO
                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) February 5, 2004
                                                 -------------------------------


                          Vista Exploration Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       COLORADO                       000-27321                  84-1493152
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission                (IRS Employer
    of incorporation)                File Number)             Identification No.)


11011 King Street, Suite 260, Overland Park, Kansas               66210
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code   (913) 338-5550
                                                   -----------------------------




- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




Item 7.      Financial Statements and Exhibits.

             This Current Report on Form 8-K/A amends and restates Item 7(b) and
(c) of the Current Report on Form 8-K dated and filed on January 28, 2004 (the
"Form 8-K") to include revised pro forma financial information filed as Exhibit
99.2 to the Form 8-K. Item 7(b) and (c) are hereby amended and restated in their
entirety as follows:

             (b) Pro Forma Financial Information.

             In accordance with Item 7(b)(2) of Form 8-K, the pro forma
             financial information, as revised, required by Item 7(b) is
             attached hereto as Exhibit 99.2

             (c) Exhibits. The following exhibits are filed herewith:

              2.1         Agreement and Plan of Merger, dated as of December 31,
                          2003, among Vista Exploration Corporation, ICOP
                          Acquisition Corporation and ICOP Digital, Inc.*

              2.2         Articles of Merger filed with the Secretary of State of Colorado*

              2.3         Articles of Merger filed with the Secretary of State of Nevada*

              99.1        Audited Financial Statements of ICOP Digital, Inc.*

              99.2        Pro Forma Financial Information, as revised

     * Previously filed with Form 8-K dated and filed on January 28, 2004.









                                   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.

Date:  February 5, 2004                    VISTA EXPLORATION CORPORATION



                                           By: /s/ David C. Owen
                                              ----------------------------------
                                                    David C. Owen
                                                    President





                                  EXHIBIT INDEX

Exhibit Number             Description
- --------------             -----------

      2.1                  Agreement and Plan of Merger, dated as of December
                           31, 2003, among Vista Exploration Corporation, ICOP
                           Acquisition Corporation and ICOP Digital, Inc.*

      2.2                  Articles of Merger filed with the Secretary of State of Colorado*

      2.3                  Articles of Merger filed with the Secretary of State of Nevada*

      99.1                 Audited Financial Statements of ICOP Digital, Inc.*

      99.2                 Pro Forma Financial Information, as revised

       * Previously filed with Form 8-K dated and filed on January 28, 2004.
EX-99 3 form8k_020504exh992.htm EXHIBIT 99.2 Exhibit 99.2



                          VISTA EXPLORATION CORPORATION
              UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed balance sheet and statements of
operations give effect to the merger of ICOP Digital, Inc. ("ICOP") and a
subsidiary of Vista Exploration Corporation ("Vista"), (formerly Bail
Corporation). ICOP Digital will be the surviving entity.

The unaudited pro forma consolidated financial statements have been prepared
utilizing the historical financial statements of ICOP, included herewith, and
Vista, incorporated by reference to its Form 10-KSB as of March 31, 2003 and its
Form 10-QSB as of September 30, 2003. The unaudited pro forma consolidated
financial statements should be read in conjunction with the notes to unaudited
pro forma condensed financial information and the separate audited financial
statements and notes thereto of Vista and ICOP.

The unaudited pro forma consolidated statements of operations for the year ended
March 31, 2003 and for the nine months ended September 30, 2003 give effect to
the acquisition by Vista as if the acquisition had occurred on the first day of
each period. The unaudited pro forma consolidated balance sheet as of September
30, 2003 gives effect to the acquisition as if it had occurred on September 30,
2003.

The unaudited pro forma consolidated financial statements are presented for
information purposes and do not purport to be indicative of the results that
actually would have occurred if the acquisition had been effective on the dates
indicated or which may be obtained in the future.











                                      F-1



Vista Exploration Corporation

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------


                   ASSETS
                   ------
                                                                                                                   Unaudited
                                                      Historical September 30, 2003                                Pro Forma
                                                      -------------------------------           Pro Forma        September 30,
                                                         Vista             ICOP                Adjustments            2003
                                                      -------------    --------------         ---------------    ---------------

CURRENT ASSETS
   Cash                                                       $ 43         $ 101,010                     $ -          $ 101,053
   Bond                                                          -                 -                                          -
   Accounts receivable                                           -           558,372                       -            558,372
   Inventories, at cost                                                      567,455                       -            567,455
   Prepaid expenses                                              -            48,136                                     48,136

                                                     -------------    --------------         ---------------    ---------------

TOTAL CURRENT ASSETS                                            43         1,274,973                       -          1,275,016

PROPERTY AND EQUIPMENT, NET                                      -           103,603                       -            103,603

OTHER ASSETS:
  Goodwill                                                       -           672,283                                    672,283
  Deposits                                                       -             3,000                       -              3,000
                                                      -------------    --------------         ---------------    ---------------
TOTAL ASSETS                                                  $ 43       $ 2,053,859                     $ -        $ 2,053,902
                                                      =============    ==============         ===============    ===============
                LIABILITIES
                -----------
CURRENT LIABILITIES
   Accounts payable and accrued
      expenses                                           $ 172,661       $ 1,807,098       (c)    $ (172,661)       $ 1,807,098
   Unearned revenue                                              -           416,845                       -            416,845
   Notes payable - related party                            31,700            41,033       (c)       (31,700)            41,033
   Notes Payable                                           158,697           646,912       (c)      (158,697)           646,912
   Accrued interest payable                                  1,258             6,100       (c)        (1,258)             6,100
                                                      -------------    --------------         ---------------    ---------------

TOTAL CURRENT LIABILITIES                                  364,316         2,917,988                (364,316)         2,917,988
                                                      -------------    --------------         ---------------    ---------------


       STOCKHOLDERS' EQUITY (DEFICIT)
       ------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock                                               -                 -                       -                  -
   Common stock                                             65,119           140,395       (a)       (47,219)           158,295
   Additional paid-in-capital                                    -         2,485,305       (b)       (17,857)         2,467,448
   Stock options outstanding                                80,000                 -       (b)       (80,000)                 -
   Accumulated Earnings                                   (509,392)       (3,489,829)      (b)       509,392         (3,489,829)
                                                      -------------    --------------         ---------------    ---------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                      (364,273)         (864,129)                364,316           (864,086)
                                                      -------------    --------------         ---------------    ---------------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY (DEFICIT)                             $ 43       $ 2,053,859                     $ -        $ 2,053,902
                                                      =============    ==============         ===============    ===============





See notes to unaudited pro forma consolidated financial statements.



                                      F-2





Vista Exploration Corporation

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------------------------


                                    For the Year Ended March 31, 2003
                                    --------------------------------------------------------------
                                                                      Pro Forma       Unaudited
                                       Vista*        ICOP**          Adjustments      Pro Forma
                                    ------------- --------------    --------------   -------------

REVENUE                                      $ -            $ -               $ -             $ -

EXPENSES
   Cost of Sales                               -              -                 -               -
   Selling, general and administrative   241,016        358,429  (b)     (241,016)        358,429
   Research and development                    -        178,003                 -         178,003
   Interest, net                             379          1,183  (b)         (379)          1,183
                                    ------------- --------------    --------------   -------------

TOTAL EXPENSES                           241,395        537,615          (241,395)        537,615
                                    ------------- --------------    --------------   -------------

OPERATING INCOME (LOSS)                 (241,395)      (537,615)          241,395        (537,615)

Provision for income taxes                     -              -                 -               -
                                    ------------- --------------    --------------   -------------

   Net Income (Loss)                  $ (241,395)    $ (537,615)        $ 241,395      $ (537,615)
                                    ============= --------------    --------------   -------------

Net Income per common share                                                               $ (0.03)
                                                                                     =============
Weighted Average Shares Outstanding                                                    17,754,705
                                                                                     =============
                                                                                     =============

*    Includes results of operations for the year from April 1, 2002 through
     March 31, 2003

**   Includes results of operations from inception on May 24, 2002 through year
     end December 31, 2002.


See notes to unaudited pro forma consolidated financial statements.

                                      F-3




Vista Exploration Corporation

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
- ---------------------------------------------------------------------------------------------------------


                                          For the Periods Ended September 30, 2003
                                       ------------------------------------------------------------------
                                                                                            Unaudited
                                        Six Months      Nine Months        Pro Forma       Nine Months
                                          Vista            ICOP           Adjustments       Pro Forma
                                       -------------   --------------    --------------   ---------------

REVENUE                                         $ -      $ 3,163,562  (b)          $ -       $ 3,163,562

EXPENSES
   Cost of Sales                                  -        2,574,124                 -         2,574,124
   Selling, general and administrative       14,163        1,373,775  (b)      (14,163)        1,373,775
   Research and development                       -        2,130,529                 -         2,130,529
   Interest, net                                944           39,902  (b)         (944)           39,902
                                       -------------   --------------    --------------   ---------------

TOTAL EXPENSES                               15,107        6,118,330           (15,107)        6,118,330
                                       -------------   --------------    --------------   ---------------

OPERATING INCOME (LOSS)                     (15,107)      (2,954,768)           15,107        (2,954,768)

Provision for income taxes                        -            2,553                 -             2,553
                                       -------------   --------------    --------------   ---------------

   Net Income (Loss)                      $ (15,107)    $ (2,952,215)         $ 15,107      $ (2,952,215)
                                       =============   --------------    --------------   ---------------

Net Income per common share                                                                      $ (0.19)
                                                                                          ===============
Weighted Average Shares Outstanding                                                           15,729,500
                                                                                          ===============


See notes to unaudited pro forma consolidated financial statements.

                                      F-4




                          VISTA EXPLORATION CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Merger
- ------

On December 31, 2003, ICOP agreed to a merger with a subsidiary of Vista in
which 100% of its outstanding shares of common stock were automatically
converted into approximately 14,500,000 common shares of Vista. In addition,
ICOP agreed to cancel and Vista agreed to reissue options to purchase an
additional 2,500,000 shares of common stock at $1.00 per share. Because the
number of shares issued represents approximately 89% of the total shares
outstanding after the transaction, the transaction will be recorded as a reverse
acquisition, whereby ICOP is the surviving entity.

This transaction occurred on January 13, 2004. Vista had operated in the oil and
gas industry. It had incurred significant operating losses and had discontinued
operations earlier in 2003. In conjunction with this transaction, Vista received
$300,000 from the sale of 600,000 shares of common stock, which was used to pay
or settle all liabilities of Vista. In addition, to facilitate the transaction,
certain shareholders of Vista cancelled 500,000 shares of common stock and
forfeited all previously issued outstanding options for the purchase of common
stock of Vista.

Accounting and Tax Year-end Change

Vista intends to change its year-end from March 31 to December 31. The Vista
Statement of Operations for the current interim period has been adjusted to the
nine months ended September 30, 2003 and has been included in the pro forma as
such.

Assumptions:

a.            Adjustments to record the common stock issued in conjunction with
              the acquisition of ICOP.

b.            Adjustments to include the operating results of Vista for the
              quarter ended March 31, 2003 and to eliminate all the
              pre-acquisition operating results of Vista.

c.            Adjustments to record sale of common stock and repayment or
              settlement of all existing liabilities of Vista.


                                      F-5

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