U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2003
VISTA CONTINENTAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 2-90519 72-0510027
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(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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Pursuant to a Board Resolution by Written Consent, the Registrant dismissed its
independent auditor Malone & Bailey, PLLC ("M&B") effective December 9, 2003 and
engaged CFO Advantage, Inc. as its independent auditor effective December 10,
2003.
The reports of M&B on the Registrant's financial statements for the fiscal years
ended September 30, 2002 and September 30, 2001 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
The Registrant and M&B have not, in connection with the audit of the
Registrant's financial statements for the previous two (2) fiscal years, or for
any subsequent interim periods prior to and including December 9th, 2003, had
any disagreements on any matter of accounting principles or practices, financial
statement disclosures, or auditing scope or procedures, which disagreement, if
not resolved to M&B's satisfaction, would have caused M&B to make reference to
the subject matter of the disagreement in connection with its reports, EXCEPT
FOR:
On June 11, 2002, the Registrant filed a current report on Form 8-K (the "June
2002 Form 8-K") reporting that the Registrant completed a business combination
transaction with Vista Continental Corporation, a Nevada corporation ("VCC
Nevada"), on June 6, 2002, whereby the Registrant purportedly acquired all of
the issued and outstanding shares of VCC Nevada in exchange for 39,837,355
shares of the Registrant's common stock. The shareholders of VCC Nevada never
exchanged their shares of VCC Nevada for the shares of the Registrant's common
stock and the shares of the Registrant were never issued to the shareholders of
VCC Nevada. It is the Registrant's position that the business combination
transaction disclosed in the June 2002 Form 8-K (the "Transaction") was never
completed, because, among other things, the Registrant never acquired all of the
issued and outstanding shares of VCC Nevada. Accordingly, the Registrant
believes that its quarterly and annual reports filed since June 6, 2002 need to
be amended to disclose information relating to the effects of the fact that the
Transaction was not completed. M&B is of the opinion that the Transaction was
effectively completed on June 6, 2002, however, M&B acknowledges that the shares
of VCC Nevada were never exchanged for the shares of the Registrant because the
Registrant must register such shares prior to issuance. Thus, M&B does not
believe that the Registrant needs to amend its quarterly and annual reports
filed since June 6, 2002.
M&B have stated that they would supply the registrant with the required letter
from the auditor within a week of this filing. The registrant shall file an
amended 8K including the letter from M&B once the letter is received.
On December 10, 2003, the Registrant engaged the firm CFO Advantage, Inc. of
Las Vegas, Nevada as the Registrant's independent auditors.
The Registrant had no relationship with CFO Advantage Inc. required to be
reported pursuant to Regulation S-B Item 304 (a) (2) during the previous 2
fiscal years, or the subsequent interim periods prior to and including December
10th, 2003.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Pursuant to Board Resolution by Written Consent, the Registrant appointed Arthur
de Joya as the Registrant's new Treasurer and Chief Financial Officer. Mr. de
Joya's salary shall be $66,000 per year. Accordingly, Ashak Rustom is no longer
the Chief Financial Officer, but remains as a member of the Registant's Board of
Directors.
Mr. de Joya, age 38, was formally the partner-in-charge of the audit practice
for L.L. Bradford & Company, LLC, certified public accounting firm located in
Las Vegas, Nevada. Prior to L.L. Bradford & Company, LLC, Mr. de Joya was a
supervisor with KPMG LLP. Mr. de Joya is a certified public accountant and has
worked with many publicly traded companies.
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: December 17, 2003
/s/ Arthur de Joya
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Arthur de Joya, CFO