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: March 31, 2003
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act.
Commission File Number: 2-90519
VISTA CONTINENTAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 72-0510027
(State or other jurisdiction (IRS Employer
of incorporation) 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: 62,237,621 common shares as of March
31, 2003.
TABLE OF CONTENTS
ITEM PAGE
- ---- ----
PART I - FINANCIAL STATEMENTS
1. Financial Statements............................................. 1
2. Management's Discussion and Analysis or Plan of Operation........ 6
3. Controls and Procedures ........................................ 9
PART II - OTHER INFORMATION
1. Legal Proceedings................................................ 10
2. Changes in Securities and Use of Proceeds........................ 10
3. Defaults Upon Senior Securities.................................. 10
4. Submission of Matters to a Vote of Security Holders.............. 11
5. Other Information ............................................... 11
6. Exhibits and Reports on Form 8-K................................. 11
PART I - FINANCIAL INFORMATION
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
As of March 31, 2003
(Unaudited)
ASSETS
Current Assets
Cash $ 3,978
Prepaid expenses 10,738
------------
Total current assets 14,716
Property & equipment, net of $366,127 accumulated depreciation 658,991
Rental houses in Las Vegas, Nevada
net of $54,616 accumulated depreciation 1,212,884
Mining concessions 99,275
------------
Total Assets $ 1,985,866
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable & accrued expenses $ 303,976
Tenant security deposits 4,995
Notes payable, net of $71,168 unamortized prepaid
interest and loan costs 761,347
Note payable to shareholder 549,630
------------
Total Current Liabilities 1,619,948
------------
Minority interest 11,481
Commitments
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par, 10,000,000 shares
authorized, none issued and outstanding
Common stock, $.001 par, 145,000,000 shares authorized
62,237,621 shares issued and outstanding 62,238
Additional paid in capital 16,874,663
Deficit accumulated during the development stage (16,582,464)
------------
Total Stockholders' Equity 354,437
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,985,866
============
1
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF EXPENSES For the Three Months
and Six Months Ended March 31, 2003
and 2002 and the Period from July 1, 1998 (Inception)
Through March 31, 2003
(Unaudited)
Three Months Six Months
Ended March 31, Ended March 31, Inception
---------------------------- ---------------------------- Through
2003 2002 2003 2002 2003
------------ ------------ ------------ ------------ ------------
Mining operating expenses $ 47,987 $ 43,450 $ 430,503 $ 77,555 $ 1,248,818
Administrative expenses 636,510 169,797 1,411,500 317,323 14,740,892
Depreciation 64,874 2,464 129,818 4,927 369,676
Loss on disposal of assets 3,124 3,124
------------ ------------ ------------ ------------ ------------
Net loss from operations (749,371) (215,711) (1,974,945) (399,805) (16,362,510)
Other income and expenses
- rental house expenses, net of
rental house receipts (7,636) (3,637) (9,177) (5,621) (114,770)
- minority interest portion of
net rental house expenses 77 36 92 56 1,148
- interest expense (49,876) (92,136) (104,289)
- foreign currency loss (2,043)
------------ ------------ ------------ ------------ ------------
Net loss $ (806,806) $ (219,312) $ (2,076,166) $ (405,370) $(16,582,464)
============ ============ ============ ============ ============
Per share, basic and diluted:
Net loss per common share $ (.01) $ (.01) $ (.04) $ (.01)
Weighted average common shares
outstanding 61,947,341 39,523,828 56,368,442 37,323,828
2
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2003 and 2002 and the Period
from July 1, 1998 (Inception)
Through March 31, 2003
(Unaudited)
Inception
Through
2003 2002 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,076,166) $ (405,370) $(16,582,464)
Adjustments to reconcile net loss
to cash used by operating activities:
Depreciation 145,662 12,096 424,293
Loss on disposal of assets 3,124 3,124
Stock and options issued for services 954,057 11,150,024
Stock issued in lawsuit settlement 42,667 42,667
Imputed interest on note payable
to shareholder 14,733 14,733
Income assigned to minority interest (92) (56) (1,148)
Reduction of note payable to shareholder
for his share of mining camp expenses
paid by Vista (see note 4) (200,857) (200,857)
Changes in:
Prepaid expenses (5,738) (10,738)
Deposits 500
Accounts payable & accrued expenses (23,768) 2,000 303,976
Tenant security deposits 1,350 395
Note payable accretion 77,677 89,830
------------ ------------ ------------
NET CASH USED BY OPERATING ACTIVITIES (1,068,201) (389,980) (4,766,165)
------------ ------------ ------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property & equipment (12,375) (992,217)
Proceeds from sale of fixed assets 426 426
Acquisition of mining concessions (9,775)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (11,949) (1,001,566)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 671,517
Proceeds from note payable to shareholder 630,073 630,173
Repayments of note payable to shareholder (56,168) (56,168)
Contributions to capital
by founding shareholder 109,646 977,666
Sale of stock 349,875 270,550 3,548,521
------------ ------------ ------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 923,780 380,196 5,771,709
------------ ------------ ------------
NET CHANGE IN CASH (156,370) (9,784) 3,978
Cash balance, beginning 160,348 13,765 0
------------ ------------ ------------
Cash balance, ending $ 3,978 $ 3,981 $ 3,978
============ ============ ============
Non-Cash Disclosures:
Reclassify contributions to capital
to note payable to shareholder $ 176,482 $ 176,482
Purchase of mining concession with stock 89,500
Purchase of rent houses with stock 1,250,271
Purchase of equipment with stock 40,000
3
VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Vista Continental
Corporation have been prepared in accordance with accounting principles
generally accepted in the United States of America and should be read in
conjunction with the audited financial statements and notes thereto contained
elsewhere on Form 10KSB. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the financial statements which would substantially duplicate
the disclosure contained in the audited financial statements for the most recent
fiscal year 2002, as filed with Form 10KSB, have been omitted.
NOTE 2 - COMMON STOCK
In February 2003, Vista's Board of Directors approved to increase the authorized
common shares from 65,000,000 to 145,000,000.
In the six months ending March 31, 2003, Vista issued shares of stock for the
following:
- 565,000 shares for $349,876 in cash,
- 736,113 shares for $513,415 in services, and
- 29,630 shares of common stock valued at $42,667 to settle a lawsuit.
During December 2002, Vista issued 12,500,000 shares of common stock to an agent
in trust as collateral for a loan not yet received. In April 2003, borrowing
terms favorable to Vista could not be obtained and the shares were returned to
Vista.
In the six months ending March 31, 2003, Vista recorded $440,642 of stock option
expense.
NOTE 3 - NOTE PAYABLE TO SHAREHOLDER
Vista's majority shareholder has advanced cash to Vista over time as capital
contributions. In December 2002, $176,482 of prior contributions was converted
into a demand note payable. Interest is being imputed at 8%. Additional loans of
$630,073 were made in the six months ending March 31, 2003. Cash repayments of
$56,168 have been made to the shareholder in the six months ending March 31,
2003. As part of an agreement with a privately owned company of the majority
shareholder, Vista has reduced expenses and the note payable to shareholder by
$200,857. See note 4.
4
NOTE 4 - AGREEMENT TO SHARE MINING EXPENSES
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. For the six months ending March
31, 2003, Vista reduced both its mining expenses and the note payable to
shareholder by $200,857.
Beginning in April 2003, Vista's majority stockholder personally assumed all of
Vista's Peruvian payroll and other expense obligations, because Vista has
suspended its mining development operations until it raises more money.
NOTE 5 - COMMITMENT
Vista's office lease expired on January 31, 2003. Vista entered into a new lease
on January 3, 2003 beginning February 1, 2003 through January 31, 2006. Monthly
rent expense will be $9,150. Annual minimum lease payments will be as follows:
Fiscal year 2003 $ 73,200
Fiscal year 2004 109,800
Fiscal year 2005 109,800
Fiscal year 2006 36,600
NOTE 6 - SUBSEQUENT EVENT
In April 2003, Vista sold one of its rent houses to a third party for $157,000.
5
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 following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements and the
related notes thereto appearing elsewhere herein.
- --------------------------------------------------------------------------------
THE COMPANY
Vista Continental Corporation ("Vista") is a U.S.-based gold, zirconium and rare
earth exploration and development company with our principal asset being our
ownership of 9 mining concessions in Peru through our 99% owned subsidiary
Quillabamba Mining, S.A.C. In addition to these concessions, on July 12, 2002 we
also secured full mining rights on an additional 10 mining concessions owned by
our current President and majority shareholder through a Peruvian corporation,
Minera Rio Grande Mining, S.A. These rights were obtained in exchange for a 10%
of consolidated net profit royalty and the assumption of Minera Rio Grande's 10%
net profit royalty payable to a third party. These 19 claims form a virtually
continuous claim block of approximately 65 kilometers along the Urubamba River
in central Peru. There is one claim that breaks up the continuous nature of our
claim block and we are presently engaged in negotiations to securing full mining
rights to this claim as well.
6
PLAN OF OPERATION
We were formed to develop various mining interests in Peru that we acquired in
2000 and 2002. We have spent the last 4 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. We are currently unsure as to when or if commercial production will
commence.
We completed the Phase 1 drilling program in November of 2002. The Phase 1
mining operations consisted of test drilling of approximately 4 claims of which
the mining rights are by Vista. The results of the exploratory drilling were
positive. The prescience of gold were 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 this 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 weren't tested
in Phase 1 of the drilling last year. We also intend to conduct substantially
more test mining programs.
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. The
majority shareholder has told the Company that he will fund this portion of the
project as necessary sometime at the end of May or early June. If this occurs,
the Company will be able to begin Phase 2 of the drilling sometime in August.
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 20 to 40 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.
7
RESULTS OF OPERATIONS
A. RESULTS OF OPERATIONS:
The Company has never had revenues from any of its mining projects. The
Company will only be able to generate revenues when the Company begins
commercial production of the mines. If and when the Company will begin
commercial production is uncertain.
EXPENSES AND OPERATING LOSS
For the 3 months ending March 31, 2003, the Company had a net loss from
operations of $749,371 as compared to $215,711 for the 3 months ending March 31,
2002. This is largely due to an increase in administrative expenses, which
increased from $169,797 for the period ending March 31, 2002 to $636,510 for the
3 month ending March 31, 2003. The increase in administrative costs is largely
attributable to the costs of becoming a public entity as well as the costs of
hiring additional executives.
The mining operation expenses in Peru were $47,987 for the 3 months ending March
31, 2003 compared to $43,450.00 for the 3 months ended March 31, 2002. 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. For the six months ending March
31, 2003, Vista reduced both its mining expenses and the note payable to
shareholder by $200,857. Beginning in April 2003, Vista's majority stockholder
personally assumed all of Vista's Peruvian payroll and other expense obligations
until operations resume.
B. LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company's total assets equaled $1,985,866.00 and its
total liabilities equaled $1,619,948.00. The majority of Vista's assets are in
its several rental properties valued at $1,212,884. However, these properties
are mortgaged and it would require $832,515 by the end of August, 2003 to retire
those mortgages. Therefore, pursuant to Board Resolution, the Company has agreed
to sell the houses currently held by Vista's subsidiary to Alberto DoCouto, the
Company's President and majority shareholder. Mr. DoCouto shall purchase the
houses at fair market value. The transaction was deemed to be fair by the Board
of Directors. Pursuant to the transaction, Mr. DoCouto shall purchase all seven
of the houses. No transaction has occurred and the set purchase price has yet to
8
be determined. In lieu of cash payments for the debts, Mr. DoCouto has agreed to
accept the houses as payment. The amount of debt to be retired is estimated to
be $306,500.00 based on appraisals conducted minus anticipated expenses
associated with the sale.
Phase 2 of the drilling program is expected to cost approximately $700,000.
Further, overhead costs are expected to be in the range of $1,000,000. 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. Further, should the claims turn
out to be commercially viable, the total costs to bring the property up to
commercial production will range between $20-$40 million. The Company does not
have the funds to start commercial production at this time.
Historically, the Company has sustained its operations primarily from the use of
loans from the majority shareholder. As of March 31, 2003, these loans equaled
$549,630.00. 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.
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures
by Ashak Rustom the Company's Chief Financial Officer , and Alberto DoCouto, 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.
9
ITEM II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
DEBORAH DONOGHUE V. VISTA CONTINENTAL CORPORATION AND ALBERTO DOCOUTO
On April 1st, 2003, a lawsuit was filed in the United States District Court of
the Southern District of New York (Case Number: 03-CV-2281) against Vista
Continental Corporation and Alberto DoCouto, the Company's acting President and
majority shareholder. The complaint alleges violations of the "short-swing
trade" rules under Sections 16(b) of the 1934 Act. The Plaintiff alleges that
Mr. DoCouto sold and purchased Vista securities of Visat in 6 month period in
violation of 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. Mr. DoCouto
denies that he has sold any shares of Vista, but admits that he has pledged a
portion of his shares and has made a bona fide gift of a portion of his shares.
Mr. DoCouto believes that such gifts and pledges do not constitute a sale of
shares pursuant to Section 16. Therefore, 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.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
250,000 shares were issued to Austin Capital, LLC, a market development and
investor relation Corporation on January 31, 2003 pursuant to Section 4(2) of
the Securities Act of 1933. The shares were issued for services in the amount of
$20,000. The shares are restricted as to resale under Rule 144.
A total of 103,000 shares were issued to Tribe Investment Partners, a market
development and public relations corporation pursuant to Section 4(2) of the
Securities Act of 1933. 25,000 shares were issued on February 21st, 2003 and
78,000 shares were issued on March 10th, 2003. The shares were issued for
services in the amount of $56,500.00. The shares are restricted as to resale
under Rule 144.
On February 8th, 2003, a total of 50,000 restricted shares were sold to Sprout
Investments, Inc. for a total of $6,562.50. The shares were sold pursuant to
Section 4(2) of the Securities Act of 1933. The shares are restricted as to
resale under Rule 144.
A total of 600,000 shares were issued to West Nevada Precious Metals Corporation
due to a previous error in distribution. In a prior transaction, 600,000 shares
were issued to Byzantine Investments for consulting services by West Nevada
Precious Metals Corporation. Those shares were supposed to be issued by Vista
Continental Corporation. Therefore, the Company has issued West Nevada Precious
Metals Corporation 600,000 shares to correct the mistake. The shares were issued
on January 21st, 2003 pursuant to Section 4(2) of the Securities Act of 1933.
The shares are restricted as to resale under Rule 144.
10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 24th, by written consent of the majority shareholders, the Company
amended its Articles of Incorporation on February 13th, 2003 to increase the
total number of authorized shares from 65 million to 145 million. (A copy of the
amendment is hereby attached as Exhibit 3.6(a))
ITEM 5. OTHER INFORMATION
CHANGE IN AUTHORIZED NUMBER OF SHARES
On February 24th, by written consent of the majority shareholders, the Company
amended its Articles of Incorporation on February 13th, 2003 to increase the
total number of authorized shares from 65 million to 145 million. (A copy of the
amendment is hereby attached as Exhibit 3.6(a))
SALE OF REAL ESTATE TO ALBERTO DOCOUTO
Pursuant to Board Resolution, the Company has agreed to sell the houses
currently held by Vista's subsidiary to Alberto DoCouto, the Company's President
and majority shareholder. Mr. DoCouto shall purchase the houses at fair market
value. The transaction was deemed to be fair by the Board of Directors. Pursuant
to the proposed transaction, Mr. DoCouto shall purchase all seven of the houses.
No transaction has occurred and the set purchase price has yet to be determined.
In lieu of cash payments for the debts, Mr. DoCouto has agreed to accept the
houses as payment. The amount of debt to be retired is estimated to be
$306,500.00 based on appraisals conducted, minus anticipated expenses associated
with the sale. The Company feels that the transaction shall help reduce the debt
of the Company while relieving it of the burden of managing those properties.
Further, it will allow the Company to focus on its mining operations.
11
APPOINTMENT OF ASHAK RUSTOM AS CFO
In March of 2003, Mr. Robert Taylor, the Company's CFO resigned. Mr. Ashak
Rustom, a Director of the Company, has been appointed as acting CFO of the
Company until a replacement can be found. Mr. Rustom will not receive extra
compensation for his position as CFO.
APPOINTMENT OF ALBERTO DOCOUTO AS PRESIDENT AND CEO
On March 19th, 2003, Mr. William Brooks, the Company's President and CEO, was
removed as President of the Company and subsequently assigned as chief engineer
of the Company. Mr. Alberto DoCouto, the Company's majority shareholder, was
appointed as President until a replacement can be found. Mr. DoCouto does not
receive any compensation for his position.
APPOINTMENT OF WILLIAM BROOKS AS CHIEF ENGINEER OF COMPANY
Following the removal as the Company's President and CEO, Mr. Brooks was
subsequently reassigned as the Company's Chief Engineer effective May the 5th.
Pursuant to a newly executed employment contract, Mr. Brooks shall receive a
salary of $110,000 as well as a housing allowance of $575 a month and a car
allowance of $600.00 a month. Any potential stock options are yet to be
determined.
APPOINTMENT OF ADAM U. SHAIKH, ESQ. AS GENERAL COUNSEL OF THE CORPORATION
On May 1, 2003, Mr. Adam U. Shaikh, Esq., age 30, was appointed as General
Counsel of the Corporation. Mr. Shaikh received his Bachelors Degree in History
and Political Science from Iowa State University in 1996 and his law degree from
Drake University in 1999. Mr. Shaikh is currently licensed to practice law in
Nevada and Minnesota. For the past 3 1/2 years, Mr. Shaikh has focused his
practice mainly in the field of corporate and securities law. Mr. Shaikh is to
receive $140,000.00 per year for his services with stock options to be
determined.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
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)
99.1 Certification of Alberto DoCouto
99.2 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
13
(b) Reports on Form 8K
Form Description Date
- ---- ----------- ----
8K Change of Address 1/29/03
8K Appointment of DoCouto 3/25/03
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/ Alberto DoCouto Date: May 15th, 2003
----------------------------
Alberto DoCouto
President, CEO
By: /s/ Ashak Rustom Date: May 15th, 2003
----------------------------
Ashak Rustom
CFO
14
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Alberto DoCouto, certify that:
1. I have reviewed this quarterly report on Form 10QSB of Vista Continental
Corporation, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions, about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls, which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that-could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15th, 2003
/s/ Alberto DoCouto
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Alberto DoCouto
15
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Ashak Rustom, certify that:
1. I have reviewed this quarterly report on Form 10QSB of Vista Continental
Corporation, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions, about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls, which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that-could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15th, 2003
/s/ Ashak Rustom
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Ashak Rustom
16