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
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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. 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.
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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 (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
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Dr. Lawrence Nash, CEO
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