-----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, LEyXxIgkmV7O7lElESRhvFNBTiLtdJaJdFx6Q001ZExP/j5BfAhmGmULFAPUkm+C Jyqdh/z8Yvq3XrCvoYsGcw== 0000926274-04-000222.txt : 20040730 0000926274-04-000222.hdr.sgml : 20040730 20040730134822 ACCESSION NUMBER: 0000926274-04-000222 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTA CONTINENTAL CORP CENTRAL INDEX KEY: 0000018886 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 720510027 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-102687 FILM NUMBER: 04941701 BUSINESS ADDRESS: STREET 1: 6600 W. CHARLESTON BLVD., SUITE 118 STREET 2: - CITY: LAS VEGAS STATE: NV ZIP: 89146 BUSINESS PHONE: 702-228-2077 MAIL ADDRESS: STREET 1: 6600 W. CHARLESTON BLVD., SUITE 118 CITY: LAS VEGAS STATE: NV ZIP: 89146 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CARRTONE LABORATORIES INC DATE OF NAME CHANGE: 19720508 FORMER COMPANY: FORMER CONFORMED NAME: CARROTONE LABORATORIES INC DATE OF NAME CHANGE: 19680314 8-K/A 1 vst-7048ka.txt U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 8K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2004 VISTA CONTINENTAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission File No. 2-90519 Delaware 72-0510027 - ---------------------- --------------- (State or Jurisdiction (I.R.S Employer of Incorporation) Identification No.) 6600 West Charleston Boulevard, #118 Las Vegas, NV 89146 Telephone: (702) 228-2077 ------------------------------------------------------------- (Address and telephone number of principal executive offices) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On June 30, 2004, Vista Continental Corporation ("Vista") entered into an asset purchase agreement (the "Agreement") with Miranda Mining III (Guyana) Inc., a corporation incorporated under the Companies Act of Guyana ("Miranda III") whereby Vista agreed to purchase from Miranda III 4,000 shares of the issued and outstanding capital stock of Miranda Mining I (Guyana) Inc., a corporation incorporated under the Companies Act of Guyana (Miranda I"). The 4,000 shares of capital stock of Miranda I owned by Miranda III represent a 40% ownership interest in Miranda I (the "Purchased Assets"). The purchase price for the Purchased Assets is 36,000,000 restricted shares of Vista's common stock, $.001 par value. Vista disclosed the Agreement in a current report on Form 8K filed on July 1, 2004, which is incorporated hereto by reference. A copy of the Agreement is attached to the July 1, 2004 Form 8K as Exhibit 10.1 and is hereby incorporated by reference. The closing of the transaction contemplated by the Agreement is subject to the satisfactory completion of a due diligence review of the assets and liabilities of Miranda III and Miranda I and was scheduled to close on or before July 20, 2004. Both parties have agreed to extend the Agreement to on or before August 20, 2004 in order to facilitate the completion of the due diligence review which is currently ongoing. A copy of the Amendment to the Asset Purchase Agreement is attached as Exhibit 10.2 and is hereby incorporated by reference. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired ------------------------------------------- not applicable (b) Pro forma financial information ------------------------------- not applicable (c) Exhibits Exhibit Number Description - -------------- ----------- 10.1 Asset Purchase Agreement (incorporated by reference from the Company's Interim Report on Form 8-K filed on July 1, 2004) 10.2 Amendment to Asset Purchase Agreement SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VISTA CONTINENTAL CORPORATION (Registrant) Date: July 28, 2004 /s/ Lawrence Nash ----------------------------------- Dr. Lawrence Nash, CEO 3 EX-10.2 2 ex10-2.txt Exhibit 10.2 Amendment to Asset Purchase Agreement WHEREAS, MIRANDA III MINING (GUYANA) INC. a corporation incorporated under the Companies Act of Guyana (hereinafter referred to as "Seller" or "Miranda III") with an address at 93 Oronoque, Queenstown, Georgetown, Guyana, and VISTA CONTINENTAL CORPORATION, a corporation formed under the laws of the State of Delaware (herein after referred to as "Purchaser" or "Vista") with an address at 6600 West Charleston Blvd, Suite 118, Las Vegas, Nevada 89146., entered into an asset purchase agreement (the "Agreement") on June 30th, 2004 for the purchase of a 40% interest in the ownership of MIRANDA I MINING (GUYANA) INC., a corporation incorporated under the Companies Act of Guyana (hereinafter referred to as "Miranda I"). WHEREAS, the Agreement was expected to close on or before July 30, 2004, subject to the satisfactory completion of a due diligence review of the assets and liabilities of Miranda I, Miranda III, and Vista. WHEREAS, both parties wish to extend the time of the closing of the Agreement in order to complete their due diligence review. WHEREAS, the parties have mutually agreed to amend and modify the agreement; NOW, THEREFORE, the parties, for mutually accepted and agreed upon consideration, hereby amend and modify the Agreement as follows: 1. Section 8.1 of the Agreement shall now read as follows: Section 8.1 Closing Date. The closing and consummation of the transactions contemplated by the Agreement (the "Closing") shall take place at a location to be mutually agreed upon by the parties on or before August 20, 2004 (the "Closing Date"). All proceedings to take place on the Closing Date shall be deemed to take place simultaneously and no delivery shall be deemed to have been made until all such proceedings have been completed. 2. Expect as here specifically modified and amended, all other terms and conditions of the Agreement are hereby confirmed. WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below. VISTA CONTINENTAL CORPORATION By: ____________________________ Dr. Lawrence Nash Title: President Dated: 7/28/04 MIRANDA III MINING (GUYANA) INC. By: ____________________________ Alberto DoCouto Title: President Dated: 7/28/04 -----END PRIVACY-ENHANCED MESSAGE-----