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): June 30, 2004
VISTA CONTINENTAL CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 2-90519
Delaware 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
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(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. 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. Pursuant to the Agreement, the
transaction is expected to close on or before July 30, 2004. The above summary
description of the terms and conditions of the Agreement is qualified in its
entirety by the specific terms and conditions of the Agreement a copy of the
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Through the acquisition of the Purchased Assets, Vista shall become the owner of
a 40% equity interest in Miranda I. Miranda I is the owner, through two deeds of
assignment, of the exclusive rights to mine 31 river claims located along the
Mazrauni 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.
Currently, Miranda I is using the dredges to mine gold and diamonds out of
certain of the River Claims. The can be no assurances that Miranda I will be
able to profitably mine the River Claims.
Upon completion of the transaction contemplated by the Agreement, Vista will be
subject to numerous risks associated with its ownership interest in Miranda I,
including but not limited to: mining laws and regulations of the Republic of
Guyana and importation and exportation laws and regulations of the Republic of
Guyana that could materially impact Vista's ability to derive revenues from its
ownership interest in Miranda I.
The 36,000,000 shares of Vista common stock to be issued to Miranda III in
exchange for the Purchased Assets, will issued pursuant to an exemption from
registration under the Securities Act of 1933, as amended. The purchase price
for the Miranda III shares was determined through negotiations by and between
Vista and Miranda III.
Miranda III is 100% owned by Alberto DoCouto who is the majority shareholder of
Vista. Furthermore, Mr. DoCouto owns and controls the remaining 60% of Miranda
I not owned by Miranda III.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
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not applicable
(b) Pro forma financial information
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not applicable
(c) Exhibits
Exhibit Number Description
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10.1 Asset Purchase Agreement
99.1 Press Release dated June 30th, 2004 (furnished
pursuant to Item 9.
ITEM 9. REGULATION FD DISCLOSURE
On June 30, 2004, Vista Continental Corporation issued a press release
announcing its acquisition from Miranda III of 4,000 shares of the issued and
outstanding capital stock of Miranda I, representing a 40% ownership interest in
Miranda I. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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: June 30, 2004
/s/ Lawrence Nash
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Dr. Lawrence Nash, CEO
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