-----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, SglcM1Wl4DNjhcNdpWtow7saQkVWkZnCnlnJIXgqmmWGPYwr1q9CneLIBIBwLKRA YvnP6SLzOoqMC04HvflnSg== 0001227528-05-000128.txt : 20050803 0001227528-05-000128.hdr.sgml : 20050803 20050802181851 ACCESSION NUMBER: 0001227528-05-000128 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050802 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-102687 FILM NUMBER: 05993291 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 10QSB 1 l10qsb063005.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended: June 30, 2005 [ ] Transition Report Under Section 13 or 15(d) of the Exchange Act. Commission File Number: 333-102687 VISTA CONTINENTAL CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 72-0510027 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 6600 W. Charleston Blvd. #118, Las Vegas, NV 89146 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (702)-228-2077 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date: As of August 1, 2005, the Issuer had issued and outstanding 89,296,992 shares of common stock $.001. TABLE OF CONTENTS Page No PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets...........................................1 Statements of Operations.................................2 (three months ended June 30, 2005 and 2004) Statements of Cash Flows.................................3 (three months ended June 30, 2005 and 2004) Notes to Financial Statements Item 2. Management's Discussion And Plan Of Operations.......4 Item 3. Controls and Procedures..............................5 PART II - OTHER INFORMATION Item 1. Legal Proceedings....................................6 Item 2. Changes in Securities................................7 Item 3. Defaults Upon Senior.................................7 Securities Item 4. Submission of Matters to a Vote of Security Holders.7 Item 5. Other Information...................................7 Item 6. Exhibits & Reports on Form 8-K......................8 SIGNATURES PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VISTA CONTINENTAL CORPORATION (AN EXPLORATION STAGE COMPANY) BALANCE SHEET (UNAUDITED)
June 30, 2005 September 30, 2004 (Unaudited) ------------- ------------------ ASSETS Current assets Cash $ 353 $ 22,523 Prepaid expenses 63,757 1,134 ---------- ------------- Total current assets 64,110 23,657 Property and equipment, net 86,310 206,250 Investment in Miranda I 1,022,427 1,485,927 Mining concessions 99,275 99,275 Deposits 4,575 4,575 ---------- ------------- Total assets $1,276,697 $ 1,819,684 ========== ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 89,399 $ 46,174 Accrued expenses and other liabilities 304,561 181,239 Loan from related party 1,222,152 802,838 ---------- ------------- Total current liabilities 1,616,112 1,030,251 ---------- ------------- Total liabilities 1,616,112 1,030,251 Minority interest 4,794,144 5,286,093 Stockholders' deficit Common stock; $.001 par value; 145,000,000 shares authorized, 89,296,992 shares issued and outstanding 89,296 81,239 Additional paid-in capital 11,189,610 10,334,818 Accumulated deficit (16,412,465) (14,912,717) ---------- ------------- Total stockholders' deficit (5,133,559) (4,496,660) ---------- ------------- Total liabilities and stockholders' deficit $1,276,697 $ 1,819,684 ========== =============
Page 1 VISTA CONTINENTAL CORPORATION (AN EXPLORATION STAGE COMPANY) STATEMENT OF OPERATIONS (UNAUDITED)
For the three months ended For the three months ended For the nine months ended For the nine months ended June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004 -------------------------- -------------------------- ------------------------- ------------------------- Revenue $ -- $ -- $ -- $ -- Operating expenses Mining exploration expenses 8,142 2,739 90,464 35,588 Depreciation expense 29,275 43,172 119,942 201,762 General and administrative 402,077 207,436 1,238,620 455,661 ----------------- ----------------- ----------------- ----------------- Total operating expenses 439,494 253,347 1,449,026 693,011 ----------------- ----------------- ----------------- ----------------- Loss from operations (439,494) (253,347) (1,449,026) (693,011) Other income (expenses): Rental property expenses, net - (1,250) - (41,257) Other expense - - - (3,785) Interest expense - 96 - (67) Gain (Loss) on sale of equipment - 10,000 - Gain on sale of rental property - - - 55,905 Unrealized loss on investment (276,401) - (552,671) - ----------------- ----------------- ----------------- ----------------- Total other income (expenses) (276,401) (1,154) (542,671) 10,796 ----------------- ----------------- ----------------- ----------------- Loss before provision for income taxes And minority interest (715,895) (254,501) (1,991,697) (682,215) Provision for income taxes -- -- -- -- ----------------- ----------------- ----------------- ----------------- Loss before minority interest (715,895) (254,501) (1,991,697) (682,215) Loss applicable to minority interest 176,826 62,553 491,949 207,260 ----------------- ----------------- ----------------- ----------------- Net loss $ (539,069) $ (191,948) $ (1,499,748) $ (474,955) ================= ================= ================= ================= Basic and diluted loss per common share $ (0.01) $ (0.00) $ (0.02) $ (0.01) ================= ================= ================= ================= Basic and diluted weighted average common shares outstanding 89,296,922 45,239,543 84,572,157 45,239,543 ================= ================= ================= =================
Page 2 VISTA CONTINENTAL CORPORATION (AN EXPLORATION STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the nine months ended For the nine months ended June 30, 2005 June 30, 2004 ------------------------- ------------------------- Cash flows from operating activities: Net loss $ (1,499,748) $ (474,957) Adjustments to reconcile net loss to net cash used by operating activities: Stock based compensation 799,214 - Depreciation 119,942 201,762 Change in minority interest from operations (491,949) - Gain on disposal of assets (10,000) - Gain on sale of rental properties - (202,506) Unrealized loss on investment 463,500 Changes in operating assets and liabilities: - Change in prepaid expenses (62,623) 2,261 Stockbased prepaid expenses 63,235 Change in deposit - 1,163 Change in accounts payable 43,223 (197,202) Change in accrued expenses and other liabilities 123,322 (2,670) Change in minority interest - (207,255) ----------------- ---------------- Net cash used by operating activities (451,884) (879,404) Cash flows from investing activities: Proceeds from sale of fixed assets 10,000 - Proceeds from sale of rental properties - 332,000 ----------------- ---------------- Net cash used by investing activities 10,000 332,000 Cash flows from financing activities: Increase (Decrease) in loan from related party 419,314 569,321 Proceeds from sale of stock 400 ----------------- ---------------- Net cash provided by financing activities 419,714 569,321 Net increase in cash (22,170) 21,917 Cash, beginning of period 22,523 26,419 ----------------- ---------------- Cash, end of period $ 353 $ 48,336 ================= ================ Supplementary cash flow information: Cash payments for interest $ -- $ 67 ================= ================
See Accompanying Notes to Financial Statements Page 3 VISTA CONTINENTAL CORPORATION (AN EXPLORATORY STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB for the year ended September 30, 2004 of Vista Continental Corporation (the "Company"). The interim financial statements present the balance sheet, statements of operations and cash flows of Vista Continental Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2005 and the results of operations and cash flows presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. GOING CONCERN Going concern - The Company incurred cumulative net losses of approximately $16,412,465 from operations as of June 30, 2005 and has not commenced its mining operations, rather, still in the exploratory stages, raising substantial doubt about the Company's ability to continue as a going concern. The Company plans to continue its exploratory and drilling endeavors. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 3. LOAN FROM RELATED PARTY The Company's majority stockholder, Alberto Docouto, has advanced cash to the Company over time, as needed. As a result of such advances, loan from majority stockholder totals $1,200,732 at June 30, 2005, which are unsecured, due on demand and bears no interest. The Company's principal accounting officer had advanced $7,420 as of June 30, 2005. The amount is unsecured, due on demand and bears no interest. A stockholder of the company had advanced $14,000 as of June 30, 2005. The amount is unsecured, due on demand and bears no interest. VISTA CONTINENTAL CORPORATION (AN EXPLORATORY STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. LITIGATION On April 9, 2002, the Company entered into a Reorganization and Stock Purchase Agreement with VCC Nevada, for the purpose of acquiring 100% of the issued and outstanding shares of VCC Nevada (the "Agreement"). The Agreement designates the parties to the Agreement as follows: the Company, then known as Century Laboratories, Inc. ("Century"), the Shareholders of Century who are or will be the owners of or otherwise represent at least Fifty-One Percent (51%) of all the issued and outstanding shares of common stock (the "Century Stockholders") and VCC Nevada. Pursuant to the Agreement, the Company was to exchange an aggregate number of 39,837,355 newly issued shares of the Company's $.001 par value common stock (the "Company Shares") on a one-for-one basis to the shareholders of VCC Nevada for 100% of the issued and outstanding shares of VCC Nevada or an aggregate 39,837,355 shares of common stock, $.001 par value per share of VCC Nevada (the "Nevada Stock"). The Agreement was signed by Robert Bryan, the president of Century at that time, Bryan Design, the majority shareholder of Century at that time and Lawrence Nash, the president of VCC Nevada. The Agreement was also signed by Tamer's Management Ltd., the 75% shareholder of VCC Nevada. A copy of the Agreement is attached as an exhibit to the Company's current report on Form 8-K, dated June 12, 2002, and is incorporated herein by reference. As set forth above, the Company previously reported that on June 6, 2002, the Company Shares were issued to the shareholders of VCC Nevada in exchange for the Nevada Stock, in reliance on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and that VCC Nevada became a wholly owned subsidiary of the Company. During the third quarter of 2003, the Company discovered that the shares of the Company were never issued to the shareholders of VCC Nevada in exchange for the Nevada Stock, and that VCC Nevada may never have become a wholly owned subsidiary of the Company. On June 6, 2002, the Nevada Stock was owned by approximately 400 shareholders. Due to the large number of VCC Nevada shareholders, the Company believes that the exemption from registration provided by Section 4(2) of the Securities Act, relied upon by the Company in entering the Agreement, was not available for the issuance of the Shares in exchange for the Nevada Stock. Accordingly, the Company believes that the Company cannot legally complete the transaction contemplated by the Agreement without first registering the shares of the Company to be issued to the shareholders of VCC Nevada in exchange for the remaining shares of VCC Nevada. In this regard we note that no offer or solicitation was made to any shareholders of VCC Nevada to exchange their shares for the Company Shares. At this time, the Company is consulting with legal counsel on how to proceed. This filing reflects the possible position that since Tamer's Management Ltd. signed the Agreement, Tamer's Management Ltd. was bound by the Agreement and effectively exchanged its shares of VCC Nevada for shares of the Company. Therefore, this filing reflects the position that as of June 6, 2002, the Company did acquire approximately 75% of VCC Nevada from Tamer's Management Ltd. in exchange for 30,000,000 shares of the Company and that the remaining 25% of VCC Nevada is currently owned by the other 400 shareholders of VCC Nevada. However, counsel has informed the Company that another possible position the Company may take would be that no VCC shares can be exchanged, including Tamer's Management Ltd's exchange with the Company, until a proper registration has been completed. Were this position adopted, all of the assets and properties currently owned by VCC would not be the property of the Company and the prior filings and financial statements would need to be amended. In order to comply with applicable securities regulations and to complete the acquisition of VCC Nevada, the Company plans to file a registration statement with the Securities and Exchange Commission (the "Commission") to register the Shares to be issued to the remaining shareholders of VCC Nevada in exchange for the remaining issued and outstanding shares of VCC Nevada, or in the second scenario, to register all VCC Nevada shareholder's shares, including Tamer's Management Ltd shares, for exchange. VISTA CONTINENTAL CORPORATION (AN EXPLORATORY STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) In connection with the above issues, the Company has been in contact with the Commission in an attempt to have the Commission approve the Company's proposed plan of corrective action. To date the Commission has not accepted the Company's position nor advised the Company whether or not the Company's plan of corrective action will or will not be approved by the Commission. As a result of the above, the Company may be exposed to potential liabilities in connection with the Reorganization and Stock Purchase Agreement, including but not limited to a violation of Section 5 of the Securities Act of 1933. Additionally, certain issues exist with respect to the status of the Company's ownership of VCC Nevada. See Risk Factors disclosed in the Company's Annual Report on Form 10-KSB for the year ended September 30, 2004, which are expressly incorporated herein by reference. In December 2002, Vista issued 29,630 shares of common stock to settle a lawsuit. The shares were valued at $1.44 per share or $42,667. On or about April 1, 2003, a lawsuit was filed in the US District Court for the Southern District of New York entitled: Deborah Donoghue v. Vista Continental Corporation and Alberto DoCouto v. Lance N. Kerr Law Office, Lance N. Kerr And David Lilly, and assigned Civil Case Number: 03-CV-2281. The complaint alleges that Mr. DoCouto is a ten percent (10%) shareholder of the Company and that he purchased and sold or sold and purchased securities of the Company within a six (6) month period in violation of the "short swing trade" rules under Sections 16(b) of the Securities and Exchange Act of 1934. If the plaintiff is successful, Mr. DoCouto will have to pay to the Company any profits generated by transactions that violated Section 16(b). Mr. DoCouto has advised the Company that such allegations arise out of erroneously filed Form 4's and Schedule 13D's filed on Mr. DoCouto's behalf and that such filings have since been amended and that Mr. DoCouto intends to vigorously defend the lawsuit. This lawsuit is not anticipated to have a material effect on the assets or business of the Company. 5. STOCKHOLDER'S EQUITY During the six months ended June 30, 2005, the Company issued stock for services as follows: 1,000,000 shares of common stock issued at $0.10 per share for services valued at $100,000. 294,116 shares of common stock issued at $0.10 per share for services valued at $29,411. 2,600,000 shares of common stock issued at $0.10 per share for services valued at $260,000. 3,333,333 shares of common stock issued at $0.06 per share for services valued at $200,000. Page 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - ------------------------------------------------------------------------------- This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results and events could differ materially from those projected, anticipated, or implicit, in the forward-looking statements as a result of the risk factors set forth below and elsewhere in this report. With the exception of historical matters, the matters discussed herein are forward looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, the date of introduction or completion of our products, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. - ------------------------------------------------------------------------------- THE COMPANY The Company was originally formed as a Delaware corporation in 1958 under the name Carrtone Laboratories, Inc. The Company pursued various business operations that ultimately proved unsuccessful. Since 1958, the Company has undergone a number of name changes and reorganizations. Prior to June 2002, the Company had no operations and was a shell corporation named Century Laboratories, Inc. with its securities traded on the Over-the-Counter Bulletin Board ("OTCBB"). On April 9, 2002, the Company, then known as Century Laboratories, Inc., entered into a Reorganization and Stock Purchase Agreement with Vista Continental Corporation, a privately owned Nevada corporation ("VCC Nevada"), for the purpose of acquiring 100% of the issued and outstanding shares of VCC Nevada. At that time, VCC Nevada was engaged in exploring and developing certain mining claims. In a current report on Form 8-K, dated June 12, 2002, the Company disclosed that the transaction contemplated by the Reorganization and Stock Purchase Agreement, dated April 9, 2002, closed. In furtherance of the Agreement, Robert Bryan, the sole officer and director of the Company resigned effective June 6, 2002, and the officers and directors designated by VCC Nevada assumed the positions as officers and directors of the Company. The Company's current report on Form 8-K, dated June 12, 2002, is incorporated herein by reference. Since June 6, 2002, the Company has been filing its quarterly and annual reports required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") under the presumption that the transaction contemplated by the Agreement had closed. However, during the third quarter of 2003 the Company learned that only one shareholder of VCC Nevada committed to exchange its shares of VCC Nevada common stock for shares of the Company's stock, by signed the Agreement. The shareholder of VCC Nevada, who executed the Agreement, owned approximately 75% of VCC Nevada. Accordingly, VCC Nevada is not a wholly owned subsidiary of the Company. The Company owns approximately 75% of VCC Nevada. See section entitled "The Reorganization and Stock Purchase Agreement," below. The Reorganization and Stock Purchase Agreement - ----------------------------------------------- On April 9, 2002, the Company entered into a Reorganization and Stock Purchase Agreement with VCC Nevada, for the purpose of acquiring 100% of the issued and outstanding shares of VCC Nevada (the "Agreement"). The Agreement designates the parties to the Agreement as follows: the Company, then known as Century Laboratories, Inc. ("Century"), the Shareholders of Century who are or will be the owners of or otherwise represent at least Fifty-One Percent (51%) of all the issued and outstanding shares of common stock (the "Century Stockholders") and VCC Nevada. Pursuant to the Agreement, the Company was to exchange an aggregate number of 39,837,355 newly issued shares of the Company's $.001 par value common stock (the "Company Shares") on a one-for-one basis to the shareholders of VCC Nevada for 100% of the issued and outstanding shares of VCC Nevada or an aggregate 39,837,355 shares of common stock, $.001 par value per share of VCC Nevada (the "Nevada Stock"). The Agreement was signed by Robert Bryan, the president of Century at that time, Bryan Design, the majority shareholder of Century at that time, and Lawrence Nash, the president of VCC Nevada. The Agreement was also signed by Tamer's Management Ltd., the 75% shareholder of VCC Nevada. A copy of the Agreement is hereby incorporated by reference as Exhibit 2.1 As set forth above, the Company previously reported that on June 6, 2002, the Company Shares were issued to the shareholders of VCC Nevada in exchange for the Nevada Stock, in reliance on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and that VCC Nevada became a wholly owned subsidiary of the Company. During the third quarter of 2003, the Company discovered that the shares of the Company were never issued to the shareholders of VCC Nevada in exchange for the Nevada Stock, and that VCC Nevada never became a wholly owned subsidiary of the Company. On June 6, 2002, the Nevada Stock was owned by approximately 400 shareholders. Due to the large number of VCC Nevada shareholders, the Company believes that the exemption from registration provided by Section 4(2) of the Securities Act, purportedly relied upon by the Company in entering the Agreement, was not available for the issuance of the Shares in exchange for the Nevada Stock. Accordingly, the Company believes that the Company cannot legally complete the transaction contemplated by the Agreement without first registering the shares of the Company to be issued to the shareholders of VCC Nevada in exchange for the remaining shares of VCC Nevada. In this regard we note that no offer or solicitation was made to any shareholders of VCC Nevada to exchange their shares for the Company Shares. At this time, the Company is consulting with legal counsel on how to proceed. This filing reflects the possible position that since Tamer's Management Ltd. signed the Agreement, Tamer's Management Ltd. was bound by the Agreement and effectively exchanged its shares of VCC Nevada for shares of the Company. Therefore, this filing reflects the position that as of June 6, 2002, the Company did acquire approximately 75% of VCC Nevada from Tamer's Management Ltd. in exchange for 30,000,000 shares of the Company and that the remaining 25% of VCC Nevada is currently owned by the other 400 shareholders of VCC Nevada. However, counsel has informed the Company that another possible position the Company may take would be that no VCC shares can be exchanged, including Tamer's Management Ltd's exchange with the Company, until a proper registration has been completed. Were this position adopted, all of the assets and properties currently owned by VCC would not be the property of the Company and the prior filings and financial statements would need to be amended. In order to comply with applicable securities regulations and to complete the acquisition of VCC Nevada, the Company plans to file a registration statement with the Securities and Exchange Commission (the "Commission") to register the Shares to be issued to the remaining shareholders of VCC Nevada in exchange for the remaining issued and outstanding shares of VCC Nevada, or in the second scenario, to register all VCC Nevada shareholder's shares, including Tamer's Management Ltd shares, for exchange. In connection with the above issues, the Company has been in contact with the Commission in an attempt to have the Commission approve the Company's proposed plan of corrective action. To date the Commission has not accepted the Company's position nor advised the Company whether or not the Company's plan of corrective action will or will not be approved by the Commission. As a result of the above, the Company may be exposed to potential liabilities in connection with the Reorganization and Stock Purchase Agreement, including but not limited to a violation of Section 5 of the Securities Act of 1933. See The Section entitled "Risk Factors," below. Background of VCC Nevada Within the Last Five Years - --------------------------------------------------- Alberto DoCouto, through Tamer's Management Ltd., was the founder and 99% shareholder of Quillabamba Mining, S.A.C., a Peruvian corporation on July 1, 1998. Quillabamba Mining, S.A.C. owns the rights to certain mining claims and equipment located in Peru. Thereafter, Tamer's Management Ltd. contributed its 99% interest in Quillabamba Mining, S.A.C. to Vista Continental Development Corporation, a Nevada corporation, in exchange for 23,500,000 shares of Vista Continental Development Corporation. Vista Continental Development Corporation changed its name to Vista Continental Corporation ("VCC Nevada") on December 16, 1999. On April 9, 2002, VCC Nevada entered into the Reorganization and Stock Purchase Agreement with the Company as described above. Description of Business - ----------------------- This section entitled Description of Business describes the business of the Company's partially owned subsidiary VCC Nevada and constitutes the only business operations of the Company at this time. We are a U.S.-based gold and other metals exploration and development company. Our principal assets are located in the Republic of Peru and the Republic of Guyana. Through our 99% owned subsidiary, Quillabamba Mining, S.A.C, we own three mining concessions located in central Peru located along the Urubamba River. Furthermore, we have a 40% ownership of Miranda Mining I (Guyana), Inc., which is the owner of certain mining rights in 31 river claims located along the Mazaruni River in Guyana. PERUVIAN OPERATIONS Past Activities - --------------- On August 15, 2002, we announced signing a contract with Ruen Drilling Int., Inc. Sucursal Del Peru, an international drilling contractor, to begin the comprehensive first-stage drilling program. This program was started and completed in November 2002. This program was designed to test both types of gravel deposits on our concessions. During this program, we drilled 28 holes in total at varying depths, depending on when the drill rig encountered bedrock. Samples were obtained from the drill every 1.5 meters. These samples were prepared by our employees for assay at our on site sample preparation facility and a portion of the sample was then sent to independent assay laboratories for analysis. The two laboratories we used were CIMM Peru S.A. and ALS Chemex in Vancouver. Gold values were determined via amalgamation methods. A summary of the program and its results in our currently held claims are as follows. Palma Real West - --------------- Eight holes were drilled in this area, an active floodplain located five kilometers west of the village of Palma Real. Bedrock was encountered at very deep levels, over 50 meters, indicating the potential for much larger volumes of gravel than originally assumed. Hole 5 encountered a significant gold intercept at a depth of 25 meters. This intercept assayed at 12,000 mg/m3 (milligrams per cubic meter) substantially higher than the breakeven gold grade calculated by Acres International in their report. Further intercepts were encountered in this hole near the surface that assayed at 650 mg/m3. This hole was at the western edge of the planned drill pattern and a large area to the west is still unevaluated at this point in time. There is no assurance that similar test results will be encountered further to the west in this area. Despite the test results, there can be no assurance that the Company will be able to develop and mine this area or that the Company will generate any revenues from this area. Palma Real East - --------------- Seven holes were drilled in this area, an active floodplain located approximately three kilometers east of the village of Palma Real, and approximately 15 kilometers downstream from the camp and processing facility. Bedrock was encountered at a depth of approximately 52 meters indicating the potential for larger volumes of gravels than originally assumed. Near surface gold intercepts were encountered in five of the seven holes. Hole 3 returned a gold intercept of 1,260 mg/m3 at a depth of approximately ten meters and Hole 4 returned a gold intercept 2,033 mg/M3 at a depth of approximately 4 meters. Despite the test results, there can be no assurance that the Company will be able to develop and mine this area or that the Company will generate any revenues from this area. Test Mine Area - -------------- Nine holes were drilled in this area located immediately adjacent to the camp and processing plant facility. Bedrock was encountered at a depth of 30 meters indicating the potential for greater volumes or gravel than originally assumed. 180 samples, representing seven of the nine holes were assayed. Of these, 144 were found to contain gold, although significantly below the cut off grade of 300 mg/m3 established by Acres International. Due to these low gold values and in an effort to manage costs the remaining samples were not sent out for assay. Despite the test results, there can be no assurance that the Company will be able to develop and mine this area or that the Company will generate any revenues from this area. Mapping Activities - ------------------ In addition to the drilling program, we concluded the preparation of a detailed contour map of our entire claim block. The preparation of this map will enable us to better evaluate our exploration results and identify any trends that may be present within our concessions. Test Mining and Process Plant Testing - ------------------------------------- We test mined the area immediately adjacent to the camp and processing plant location. The low gold grades in the area we test mined did not yield much in the way of gold recovered, however, we plan to improve the plant and purchase new equipment in preparation and purchase new equipment for the next round of test mining activities. At the completion of our drilling and test mining programs we believe we will be in a position to undertake a first-stage feasibility study to determine the commercial viability of the property. The drilling program will provide us with a good indication of our potential reserves, while the test-mining program will enable us to obtain mining and processing cost estimates as well as the estimates for the recoverability of the gold, zirconium and rare earths that we believe exist within the gravels located on our claims. Proposed Peruvian Activities - ---------------------------- We hope to institute Phase II in 2005. The program should last approximately 60 days. We anticipate the cost of the program to be approximately $700,000. At this time, however, we lack the funding to proceed and do not have any future prospects to obtain such funding. Palma Real West - --------------- We plan to drill approximately 17 holes at a minimum depth of 30 meters based upon the results we obtained from last years drilling program. Access will be obtained to the other large floodplain deposits present at Palma Real West. Significant exploration potential exists and several reconnaissance drill holes are warranted. No specific hole location recommendations can be made at this point until access is identified. Additionally, one bulk sample of approximately 200 cubic meters will be taken from the area. This sample will be hauled to the recovery plant for R/E determination. Palma Real East - --------------- We plan to drill approximately ten holes at a maximum average depth of 25 meters based upon results we obtained from last years drilling program. Abundant additional drilling (a minimum of 25 holes) is required to test the entire Palma Real East target area. Only a small portion was drill tested in 2002. Access needs to be negotiated with locals that would allow Quillabamba the right to explore and potentially develop this huge area. A grid bulk-sampling program of 10-15 pits was proposed for Palma Real East at the end of the 2002 field season. However, heavy precipitation associated with the commencement of the rainy season caused a rapid rise in the river level to a point safe collection of bulk samples could not be assured. The work was postponed until water levels fell. We hope to complete the sampling this year. Additional pits, 10-15 of 75 cubic meters each are planned in grid fashion over the rest of the area drill tested during 2002. These pits will be processed early in the new program. Titanium Testing - ---------------- The presence of titanium dioxide was discovered while doing metallurgical testing to determine rare earth recovery in early 2003. This metal will be assayed much more extensively during the next phase to determine it's possible economic viability. Despite the test results, there can be no assurance that the Company will be able to successfully mine for titanium or that the Company will generate any revenues from mining titanium. Rare Earth and Zirconium Metallurgical Testing - ---------------------------------------------- Unfortunately, metallurgical testing during early 2003 had been unsuccessful in attempting to improve recoveries of rare earths and zirconium. Consequently, no further assaying for these minerals will be conducted until a gold resource has been defined. Once a resource has been defined, assays for these minerals will be done to identify any possible economics that may arise as a by-product of the gold recovery facility. GUYANA OPERATIONS THROUGH MIRANDA I OWNERSHIP Miranda I is the owner, through two deeds of assignment, of the exclusive rights to mine 31 river claims located along the Mazaruni River in the interior of the Republic of Guyana (the "River Claims"). Miranda I is also the owner, in addition to other assets, of two 10-inch Hydraulic Cutterhead Dredges, which are located in the Republic of Guyana. The Republic of Guyana is a former British colony located on the northeastern coast of South America. Guyana covers an area of approximately 214,970 square kilometers and hosts a population of approximately 750,000 people. Guyana is the only English speaking country in South America Miranda I's claims are located on the Mazaruni River approximately 200 kilometers south of the city of Georgetown, the capital of Guyana. The claims are accessible by river with an airstrip located approximately 50 kilometers from Red Hill at the village of Kurapong. From Kurapong, easy river access is available to most of the claims. Commercial river taxi and freight services are numerous along the Mazaruni River. Mining Claims of Miranda I - -------------------------- Miranda I's claims are split into two groups of river concessions. The first group, designated as the "Fish Pan" claims, consists of 15 river claims. The second group, designated as the "Red Hill" claims consists of 16 river claims. The two sets of claims are approximately 50 kilometers apart. One of the river claims consists of one mile of navigable river. The total area of the Fish Pan claims is approximately 2,300 hectares. The Fish Pan claim assignment is for 12 years and requires a 10% tribute to be paid on the gross monetary proceeds from all gold, diamonds, and other precious metals recovered and sold. The total area of the Red Hill claims is approximately 3,000 hectares. The term of the assignment is indefinite and does not contain a royalty or tribute clause. All gold produced from these claims is required to be sold to the Guyana Gold Board, which pays a price based on the published London Daily Price. Miranda I Business Strategy - --------------------------- Miranda I plans to mine these claims by dredging the rivers with two to three cutterhead dredges. Currently, Miranda I is the owner of two fully functioning dredges and a third dredge that needs to be completed, as well as ground penetrating radar surveys (GPR) of the areas of interest to Miranda I. The dredges allow mining at a depth of approximately 20 meters. The processing plant on each dredge has a production capacity of approximately 300 tons for every 24 hours running time. At the present time, all operations have temporarily ceased in regards to the mining of the claims. Miranda I is currently in the process of reevaluating the mining locations and the dredge recovery system to improve recovery. Miranda I plans to spend approximately $350,000 to upgrade and refurbish the two existing dredges. Furthermore, another $150,000 will be needed to complete construction of the third dredge. At this time, Miranda I does not have the funding to begin mining operations. Furthermore, Vista does not have the funds to advance to Miranda I for the aforementioned mining operations. PLAN OF OPERATIONS Peru We completed the Phase 1 drilling program in November of 2002. The Phase 1 mining operations consisted of test drilling of approximately four claims of which the mining rights are held by Vista. The results of the exploratory drilling were positive. The presence of gold was found in 75% of the test samples made. The results did not, however, warrant commercial production on those sites at this time. Therefore, we plan to begin Phase 2 of our exploratory drilling early next year. It is our intention to double the amount of drilling in Phase 2 as compared to Phase 1. We will continue drilling on those claims that yielded positive results in Phase 1 of the drilling. We also plan to explore claims that were not tested in Phase 1 of the drilling last year. We also intend to conduct substantially more test mining programs. Due to recent events occurring in Peru, and the lack of funding, the Company decided to postpone its drilling operations in 2003 and 2004. The guerilla terrorist group "Shining Path" had staged raids on certain mining camps in Peru, including an attack on July 23rd, 2003 of a Canadian mining exploration camp located approximately 110 miles from Vista's Camp. In September 2004, a comprehensive sweep by police in five cities arrested 17 members of the Shining Path as part of a vigorous effort to eliminate its influence. The Company plans to begin Phase 2 of its drilling program in 2005, barring any further turbulence in the region, and contingent upon ability to fund the project. We have spent the last four years studying the property, building a base camp, importing various pieces of mining and processing equipment, conducting test drilling and mining activities, and raising money for these activities. However, some of the equipment has been shipped out of Peru for other projects. We are currently unsure as to when or if commercial production will commence. At this time, operations at the Peruvian mine have temporarily ceased. The costs to complete Phase 2 of the drilling will be about $700,000. At this time, the Company does not have the monies to begin the Phase 2 drilling program. At the completion of our drilling and test mining programs, we may be in a position to undertake a first-stage feasibility study to determine the commercial viability of the property. The drilling program will provide us with a good indication of our potential reserves, while the test-mining program will enable us to obtain mining and processing cost estimates as well as the estimates for the recoverability of the gold, zirconium and rare earths that we believe exist within the gravels located on our claims. The cost to begin commercial production would range from 12 to 20 million dollars. At this time, we are not in a position to fund such an operation. Further, there are no guarantees that any of the claims will eventually yield enough elements to warrant commercial production. Beginning in October 2002, Vista began sharing its Peruvian mining camp costs under a verbal agreement with the majority shareholder, who owns separate Peruvian mineral leases in the same geographic vicinity as Vista's leases. Both companies agreed to share camp costs equally when both companies are operating in the camp. If one company is operating in the camp and the other is not, the operating company must bear 80 percent of the camp costs and the non-operating company must bear 20 percent of the camp costs. Each party has also agreed that for any and all costs incurred on their behalf outside the camp, each party would be solely responsible for these costs. Vista and the majority shareholder agreed that Vista would pay all costs and Vista would either be reimbursed or the note payable to shareholder would be reduced in lieu of cash for the portion of the privately owned company's camp expenses. Beginning in April 2003, Vista's majority stockholder personally assumed all of Vista's Peruvian payroll and other expense obligations until operations resume. Phase 2 of the drilling program is expected to cost approximately $700,000. Further, operational costs are expected to be in the range of $1,200,000. At this time, the Company is not in a position to cover those costs. The majority shareholder has stated that he would be willing to cover those costs if the Company was unable to raise additional capital. There is no guarantee, however, that the majority shareholder will have the capacity to continue to fund the Company. We are currently seeking additional sources of funding from private investors and possibly from a secondary public offering in the future. No definitive plans have been made, however. Guyana Miranda I's current plans are to mine the river claims by dredging the rivers with two to three cutterhead dredges. Currently, Miranda I is the owner of two fully functioning dredges and a third dredge that needs to be completed, as well as ground penetrating radar surveys (GPR) of the areas of interest to Miranda I. The dredges allow mining at a depth of approximately 20 meters. The processing plant on each dredge has a production capacity of approximately 300 tons for every 24 hours running time. At the present time, all operations have temporarily ceased in regards to the mining of the claims. Miranda I is currently in the process of reevaluating the mining locations and the dredge recovery system to improve recovery. Miranda I plans to spend approximately $350,000 to upgrade and refurbish the two existing dredges. Furthermore, another $150,000 will be needed to complete construction of the third dredge. Miranda I's current plan is to complete construction of the new recovery system on all the dredges and place them on the Fish Pan. At the present time, Miranda I does not have the funding to proceed with operations. Furthermore, Vista does not have the funding to contribute either. Alberto DoCouto, the majority shareholder of Vista and the owner of the remaining 60% of Miranda I has expressed his intentions to fund the project. There is no guarantee, however, that he will have the capacity to do so. LIQUIDITY AND CAPITAL RESOURCES During the three month period ended June 30, 2005, the Company satisfied its working capital needs from cash on hand at the beginning of the period and from loans from Alberto DoCouto, the Company's majority shareholder. As of June 30, 2005, the Company had cash on hand in the amount of $353. As of May 16, 2005, the Company is approximately 9 months in arrears with respect to its President's compensation arrangement and Principal Accounting Officer. Currently, the Company does not have sufficient capital resources to sustain its operating activities. As noted in the accompanying notes to the June 30, 2005 financial statements, the Company has a going concern issue since it has not commenced its operations and has recurring and cumulative net losses. The Company estimates that the costs to maintain the corporate office in Las Vegas, Nevada will be approximately $600,000 to $800,000, including salaries, over the next 12 months. The Company in the past had the majority shareholder provide loans to the Company for operational needs, however there is no assurance that such loans will continue or whether the majority shareholder will he have the financial wherewithal to do so. The Company will need additional funds in order to effectuate its business strategy. There is no assurance that the Company will be able to obtain such additional funds, when needed. Even if the Company is able to obtain additional funds, there is no assurance that the Company will be able to effectuate its plan of operations. Any prospective investor seeking to invest in the Company, would do so at their own risk considering all the foregoing factors and other discussions mentioned elsewhere in this Form 10-QSB. ITEM 3. CONTROLS AND PROCEDURES Based on the evaluation of the Company's disclosure controls and procedures by Ashak Rustom, the Company's Accounting Principal, and Dr. Lawrence Nash, the Company's Chief Executive Officer, as of a date within 90 days of the filing date of this quarterly report, such officers have concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified by the Securities and Exchange Commission's rules and forms. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Page 5 ITEM II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Deborah Donoghue v. Vista Continental Corporation and Alberto DoCouto - ------------------------------------------------------------------------------- On April 1, 2003, a lawsuit was filed in the United States District Court for the Southern District of New York entited: Deborah Donoghue v. Vista Continental Corporation and Alberto Docouto, and assigned Civil Case Number: 03-CV-2281. Mr. DoCouto is the owner of Tamer's Management Ltd. and thus is beneficially the majority shareholder of VCC Nevada. The complaint alleges that Mr. DoCouto violated the "short-swing trade" rules under Sections 16(b) of the Exchange Act. Specifically, the complaint alleges that Mr. DoCouto sold and purchased or purchased and sold shares of the Company within a six (6) month period in violation of 16(b). In the event that the court finds that Mr. DoCouto's transactions violated Section 16(b), then Mr. DoCouto will have to pay to the Company any profits Mr. DoCouto generated as a result of such transactions. Mr. DoCouto has denied such allegations and has asserted that such allegations arise out of erroneously filed Form 4's and Schedule 13D's filed on Mr. DoCouto's behalf and that such filings have since been amended. Mr. DoCouto intends to vigorously defend the lawsuit to the fullest. The Company does not believe that this litigation shall have a material effect on the assets or business of the Company. Page 6 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS In May 2005, Hunter Wise Financial Group, LLC. was compensated for advisory services in the area of corporate finance. The Company issued 3,333,333 shares of restricted stock in connection with these services valued at approximately $200,000. ITEM 3. DEFAULTS UPON SENIOR SECURITIES N/A ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS N/A ITEM 5. OTHER INFORMATION N/A Page 7 ITEM 6. EXHIBITS AND REPORTS ON FORM 8K (a) Exhibits
Exhibit # Document 2.1 Reorganization and Stock Purchase Agreement by and between Century Laboratories, Inc. and Vista Continental Corporation. (5) 3.1 Certificate of Incorporation, as amended on August 10, 1977(1) 3.2 Certificate of Amendment of Certificate of Incorporation, dated April 22, 1983(2) 3.3 Certificate of Reduction of Capital, dated April 22, 1983(2) 3.4 Certificate of Renewal and Revival of Charter (3) 3.5 Amendment of Certificate of Incorporation(4) 3.6 Amendment of Certificate of Incorporation 3.7 By-Laws of the Corporation (3) 10.1 Asset Purchase Agreement Dated June 30th, 2004 (6) 31.1 302 Certification of Dr. Lawrence Nash 31.2 302 Certification of Ashak Rustom 32.1 906 Certification of Dr. Lawrence Nash 32.2 906 Certification of Ashak Rustom
(1) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992 (2) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1983 (3) Incorporated by reference from the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1999 (4) Incorporated by reference from the Company's Interim Report on Form 8-K filed on August 2nd, 2002 (5) Incorporated by reference from the Company's Interim Report on Form 8-K filed on June 13th, 2002 (6) Incorporated by reference from the Company's Interim Report on Form 8-K filed on July 1, 2004 (7) Incorporated by reference from the Company's Interim Report on Form 8-K filed on July 30, 2004 (b) Reports on Form 8-K None SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: /s/ Lawrence Nash Date: August 2, 2005 ------------------------------------- Dr. Lawrence Nash President and Chief Executive Officer By: /s/ Ashak Rustom Date: August 2, 2005 ------------------------------------- Ashak Rustom Accounting Principal Page 8 EX-1 2 ex_31-1.txt EXHIBIT 31.1 CERTIFICATION I, Lawrence Nash, Chief Executive Officer of Vista Continental Corporation, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Vista Continental Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Signed: /s/ Lawrence Nash ------------------------------ Name: Lawrence Nash Title: Chief Executive Officer August 2, 2005 EX-2 3 ex_31-2.txt EXHIBIT 31.2 CERTIFICATION I, Ashak Rustom, Accounting Principal of Vista Continental Corporation, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Vista Continental Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Signed: /s/ Ashak Rustom --------------------------------- Name: Ashak Rustom Title: Accounting Principal August 2, 2005 EX-3 4 ex_32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Vista Continental Corporation. (the "Company") on Form 10-QSB for the period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lawrence Nash, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Lawrence Nash -------------------------- Lawrence Nash Chief Executive Officer August 2, 2005 EX-4 5 ex_32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Vista Continental Corporation. (the "Company") on Form 10-QSB for the period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ashak Rustom, Accounting Principal of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ashak Rustom -------------------------- Ashak Rustom Accounting Principal August 2, 2005 -----END PRIVACY-ENHANCED MESSAGE-----