FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VISTA CONTINENTAL CORPORATION
(Name of registrant as specified in its charter)
Delaware72-0510027
(State of Incorporation)(IRS Employer identification number)
851 S. Rampart Dr., Suite 150
Las Vegas, NV 89145
(Address of principal executive officers)(zip code)
Issuers's telephone number (707) 935-6945
Consultant Compensation Plan
(Full title of plan)
Samuel Wierdlow, Inc.
3422 Old Capital Trail # 584
Wilmington, DE 19808
Telephone (302) 777-1642
Name, address and telephone number
of agent for service
copy to:
Lance N. Kerr Law Office
155 W. Washington Blvd. # 1005
Los Angeles, CA 90015
(213) 741-1790
Calculation of Registration Fee
- ----------------
Proposed Proposed
Title of Maximum Minimum Amount of
Securities to Amount to Offering Price Aggregate Registration
Registered Be Registered Per Share (3) Offering Price(3) Fee
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Common Stock
($.001) par value
Per share 1,000,000 $ .24 $ 240,000 $ 22.50
(1) Pursuant to Rule 416, the number of shares registered shall
be adjusted to include any additional shares of Common Stock that
may become issuable as a result of stock splits, stock dividends,
or similar transactions in accordance with anti-dilution
provisions of stock options, and anti-dilution adjustments to
the amount of shares of Common Stock issuable pursuant to stock
options exercised thereafter.
(2) Represents 1,000,000 shares to be issued pursuant to the informal
consulting compensation plan of Registrant and includes re-offers
of such shares.
(3) Estimate solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and (h), based upon
the average of the bid and asked price of common stock
PART I
Pursuant to the registration statement on Form S-8 filed June 7, 2002
the registrant sold 229,705 shares of the 1,000,000 registered. The remaining
unsold shares will not be sold and the offering of shares under the
registration statement filed June 7, 2002 has ended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on October 15, 2002.
Vista Continental Corporation
By: /s/ William E. Brooks
--------------------------
William E. Brooks
President/Chief Executive
Officer