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: December 31, 2004
 
 [ ]  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 of incorporation)
    (IRS
      Employer 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: As of February 14, 2005, the Issuer had issued
and outstanding 82,069,543 shares of common stock $.001.
 
 
 
 
 
 
 TABLE OF
CONTENTS
 
 .
 Page
      No
 
 PART
      I - FINANCIAL
      INFORMATION..............................................................
    3Item
      1. Financial
      Statements............................................................................
    3Balance
      Sheets..............................................................................................
    3Statements
      of Operations(three
      months ended December 31, 2004 and 2003)
      ...............................
    4Statements
      of Cash Flows(three
      months ended December 31, 2004 and 2003).
.........................
    5Notes
      to Financial
      Statements.............................................................................
    6Item
      2. Management's Discussion And Plan Of
      Operations.............................
    9Item
      3. Controls and Procedures
      .....................................................................
    18PART
      II - OTHER
      INFORMATION....................................................................
    19Item
      1. Legal
      Proceedings...............................................................................
    19Item
      2. Changes in
      Securities..........................................................................
    19Item
      3. Defaults Upon Senior
      Securities.................................................
    19Item
      4. Submission of Matters to a Vote of Security
      Holders.....................
    19Item
      5. Other Information
      ......................................................................
    19Item
      6. Exhibits & Reports on Form
      8-K.........................................................
    22SIGNATURES........................................................................................................
    23
 
  
  **PART
I - FINANCIAL INFORMATION**
 
 **ITEM
1. FINANCIAL STATEMENTS**
 
 **VISTA
CONTINENTAL CORPORATION**
 **(AN
EXPLORATION STAGE COMPANY)**
 **BALANCE
SHEET**
 **(UNAUDITED)**
 
 (Unaudited)
    (Audited)December
      31, 2004
    September
      30, 2004ASSETSCurrent
      assetsCash
    $
      1,394
    $
      22,523Prepaid
      expenses
    907
    1,134Total
      current assets
    2,301
    23,657Property
      and equipment, net
    160,419
    206,250Investment
      in Miranda I
    1,300,938
    1,485,927Rental
      properties, net
    --
    --Mining
      concessions
    99,275
    99,275Deposits
    4,575
    4,575Total
      assets
    $
      1,567,508
    $
      1,819,684LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
    $
      115,279
    $
      46,174Accrued
      expenses and other liabilities
    210,611
    181,239Loan
      from related party
    905,813
    802,838Total
      current liabilities
    1,231,703
    1,030,251Total
      liabilities
    1,231,703
    1,030,251Minority
      interest
    5,106,508
    5,286,093Stockholders'
      deficitCommon
      stock; $.001 par value; 145,000,000 sharesauthorized,
      82,069,543 shares and 81,239,543 sharesissued
      and outstanding as of Dec. 31, 2004 and Sep. 30, 2004
    82,069
    81,239Additional
      paid-in capital
    10,607,426
    10,334,818Accumulated
      deficit
    (15,460,198)
    (14,912,717)Total
      stockholders' deficit
    (4,770,702)
    (4,496,660)Total
      liabilities and stockholders' deficit
    $
      1,567,508
    $
      1,819,684
 See
Accompanying Notes to Financial Statements
 ****
 
 **VISTA
CONTINENTAL CORPRATION**
 **(AN
EXPLORATION STAGE COMPANY)**
 **STATEMENTS
OF OPERATIONS**
 **(UNAUDITED)**
 
 For
      the three months ended
    
    For
      the three months endedDecember
      31, 2004
    
    December
      31, 2003Revenue
    $
      --
    
    $
      --Operating
      expensesMining
      exploration expenses
    78,870
    
    30,110Depreciation
      expense
    45,831
    
    -Payroll
      expense
    -
    
    -Loss
      on disposal of assets
    -
    
    -General
      and administrative
    427,376
    
    247,687Total
      operating expenses
    552,077
    
    277,797Loss
      from operations
    (552,077)
    
    (277,797)Other
      income (expenses):Rental
      property expenses, net
    -
    
    (40,109)Other
      expense
    -
    
    (318)Interest
      income
    -
    
    -Interest
      expense
    -
    
    -Gain
      on sale of equipment
    -
    
    -Gain
      on sale of equipment
    10,000
    
    -Gain
      on sale of rental property
    -
    
    202,506Unrealized
      loss on investment
    (184,989)
    
    -Total
      other income (expenses)
    (174,989)
    
    162,079Loss
      before provision for income taxesand
      minority interest
    (727,066)
    
    (115,718)Provision
      for income taxes
    --
    
    --Loss
      before minority interest
    (727,066)
    
    (115,718)Loss
      applicable to minority interest
    179,585
    
    68,536Net
      loss
    $
      (547,481)
    
    $
      (47,182)Basic
      and diluted loss per common share
    $
      (0.01)
    
    $
      (0.00)Basic
      and diluted weighted averagecommon
      shares outstanding
    81,936,210
    
    45,239,543
 See
Accompanying Notes to Financial Statements
 
 
 **VISTA
CONTINENTAL CORPORATION**
 **(AN
EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
STATEMENTS OF CASH FLOWS**
 **(UNAUDITED)**
 
 For
      the three months ended
    For
      the three months endedDecember
      31, 2004
    December
      31, 2003Cash
      flows from operating activities:Net
      loss
    $
      (547,481)
    $
      (47,182)Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Stock
      based compensation
    273,438
    -Stock
      issued in lawsuit settlement
    -
    -Depreciation
    45,831
    59,835Change
      in minority interest from operations
    -
    -Reduction
      of note payable to shareholder for his share of expenses
    -
    -Gain
      on disposal of assets
    (10,000)
    -Imputed
      interest on shareholder loan
    -
    -Gain
      on sale of equipment
    -
    -Gain
      on sale of rental properties
    -
    (202,506)Unrealized
      loss on investment
    184,989
    -Changes
      in operating assets and liabilities:Change
      in prepaid expenses
    227
    -Change
      in deposit
    -
    40Change
      in accounts payable
    69,105
    (143,573)Change
      in accrued expenses and other liabilities
    29,372
    (6,817)Change
      in tenant security deposits
    -
    -Change
      in minority interest
    (179,585)
    (68,536)Net
      cash used by operating activities
    (134,104)
    (408,739)Cash
      flows from investing activities:Proceeds
      from sale of fixed assets
    10,000
    -Acquisition
      of mining concessions
    -
    -Proceeds
      from sale of rental properties
    -
    332,000Net
      cash used by investing activities
    10,000
    332,000Cash
      flows from financing activities:Increase
      (Decrease) in loan from related party
    102,975
    76,766Proceeds
      from notes payable
    --
    --Repayment
      of notes payable
    --
    --Contributions
      from stockholder
    --
    --Net
      cash provided by financing activities
    102,975
    76,766Net
      increase in cash
    (21,129)
    27Cash,
      beginning of period
    22,523
    26,419Cash,
      end of period
    $
      1,394
    $
      26,446-
    3,978(1,394)
    (22,468)Supplementary
      cash flow information:
    (697)
    (11,234)Exchange
      of mining equipment for loan from shareholder
    $
      --
    $
      245,380
 
 See
Accompanying Notes to Financial Statements
  
  
 **VISTA
CONTINENTAL CORPORATION**
 (AN
EXPLORATORY STAGE COMPANY)
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 (UNAUDITED)
 
 
 
 1. BASIS
OF PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. The financial statements should be read in
conjunction with the Form 10-KSB for the year ended September 30, 2004 of Vista
Continental Corporation (the "Company").
 
 The
interim financial statements present the balance sheet, statements of operations
and cash flows of Vista Continental Corporation. The financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States.
 
 The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of December
31, 2004 and the results of operations and cash flows presented herein have been
included in the financial statements. Interim results are not necessarily
indicative of results of operations for the full year.
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 2. GOING
CONCERN
 
 Going
concern - The
Company incurred cumulative net losses of approximately $15,460,000
from operations as of December 31, 2004 and has not commenced its mining
operations, rather, still in the exploratory stages, raising substantial doubt
about the Company’s ability to continue as a going concern. The Company plans to
continue its exploratory and drilling endeavors. The Company will seek
additional sources of capital through the issuance of debt or equity financing,
but there can be no assurance the Company will be successful in accomplishing
its objectives.
 
 The
ability of the Company to continue as a going concern is dependent on additional
sources of capital and the success of the Company’s plan. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
 
 3. LOAN
FROM RELATED PARTY
 
 The
Company's majority stockholder, Alberto Docouto, has advanced cash to the
Company over time, as needed. As a result of such advances, loan from
stockholder totals $905,813 at December 31, 2004, which are unsecured, due on
demand and bears no interest.
 
 
 
  
  **VISTA
CONTINENTAL CORPORATION**
 (AN
EXPLORATORY STAGE COMPANY)
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 (UNAUDITED)
 
 
 
 4.
LITIGATION
 
 On April
9, 2002, the Company entered into a Reorganization and Stock Purchase Agreement
with VCC Nevada, for the purpose of acquiring 100% of the issued and outstanding
shares of VCC Nevada (the "Agreement"). The Agreement designates the parties to
the Agreement as follows: the Company, then known as Century Laboratories, Inc.
("Century"), the Shareholders of Century who are or will be the owners of or
otherwise represent at least Fifty-One Percent (51%) of all the issued and
outstanding shares of common stock (the "Century Stockholders") and VCC Nevada.
Pursuant to the Agreement, the Company was to exchange an aggregate number of
39,837,355 newly issued shares of the Company's $.001 par value common stock
(the "Company Shares") on a one-for-one basis to the shareholders of VCC Nevada
for 100% of the issued and outstanding shares of VCC Nevada or an aggregate
39,837,355 shares of common stock, $.001 par value per share of VCC Nevada (the
"Nevada Stock"). The Agreement was signed by Robert Bryan, the president of
Century at that time, Bryan Design, the majority shareholder of Century at that
time and Lawrence Nash, the president of VCC Nevada. The Agreement was also
signed by Tamer's Management Ltd., the 75% shareholder of VCC Nevada. A copy of
the Agreement is attached as an exhibit to the Company's current report on Form
8-K, dated June 12, 2002, and is incorporated herein by reference.
 
 As set
forth above, the Company previously reported that on June 6, 2002, the Company
Shares were issued to the shareholders of VCC Nevada in exchange for the Nevada
Stock, in reliance on Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and that VCC Nevada became a wholly owned subsidiary of
the Company. During the third quarter of 2003, the Company discovered that the
shares of the Company were never issued to the shareholders of VCC Nevada in
exchange for the Nevada Stock, and that VCC Nevada may never have become a
wholly owned subsidiary of the Company.
 
 On June
6, 2002, the Nevada Stock was owned by approximately 400 shareholders. Due to
the large number of VCC Nevada shareholders, the Company believes that the
exemption from registration provided by Section 4(2) of the Securities Act,
relied upon by the Company in entering the Agreement, was not available for the
issuance of the Shares in exchange for the Nevada Stock. Accordingly, the
Company believes that the Company cannot legally complete the transaction
contemplated by the Agreement without first registering the shares of the
Company to be issued to the shareholders of VCC Nevada in exchange for the
remaining shares of VCC Nevada. In this regard we note that no offer or
solicitation was made to any shareholders of VCC Nevada to exchange their shares
for the Company Shares.
 
 At this
time, the Company is consulting with legal counsel on how to proceed. This
filing reflects the possible position that since Tamer's Management Ltd. signed
the Agreement, Tamer's Management Ltd. was bound by the Agreement and
effectively exchanged its shares of VCC Nevada for shares of the Company.
Therefore, this filing reflects the position that as of June 6, 2002, the
Company did acquire approximately 75% of VCC Nevada from Tamer's Management Ltd.
in exchange for 30,000,000 shares of the Company and that the remaining 25% of
VCC Nevada is currently owned by the other 400 shareholders of VCC Nevada.
However, counsel has informed the Company that another possible position the
Company may take would be that no VCC shares can be exchanged, including Tamer’s
Management Ltd’s exchange with the Company, until a proper registration has been
completed. Were this position adopted, all of the assets and properties
currently owned by VCC would not be the property of the Company and the prior
filings and financial statements would need to be amended. In order to comply
with applicable securities regulations and to complete the acquisition of VCC
Nevada, the Company plans to file a registration statement with the Securities
and Exchange Commission (the "Commission") to register the Shares to be issued
to the remaining shareholders of VCC Nevada in exchange for the remaining issued
and outstanding shares of VCC Nevada, or in the second scenario, to register all
VCC Nevada shareholder’s shares, including Tamer’s Management Ltd shares, for
exchange.
 
 
 **VISTA
CONTINENTAL CORPORATION**
 (AN
EXPLORATORY STAGE COMPANY)
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 (UNAUDITED)
 
 In
connection with the above issues, the Company has been in contact with the
Commission in an attempt to have the Commission approve the Company's proposed
plan of corrective action. To date the Commission has not accepted the Company's
position nor advised the Company whether or not the Company's plan of corrective
action will or will not be approved by the Commission.
 
 As a
result of the above, the Company may be exposed to potential liabilities in
connection with the Reorganization and Stock Purchase Agreement, including but
not limited to a violation of Section 5 of the Securities Act of 1933.
Additionally, certain issues exist with respect to the status of the Company's
ownership of VCC Nevada. See Risk Factors disclosed in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 2004, which are expressly
incorporated herein by reference.
 
 In
December 2002, Vista issued 29,630 shares of common stock to settle a lawsuit.
The shares were valued at $1.44 per share or $42,667.
 
 On or
about April 1, 2003, a lawsuit was filed in the US District Court for the
Southern District of New York entitled: Deborah Donoghue v. Vista Continental
Corporation and Alberto DoCouto v. Lance N. Kerr Law Office, Lance N. Kerr And
David Lilly, and assigned Civil Case Number: 03-CV-2281. Thecomplaint alleges
that Mr. DoCouto is a ten percent (10%) shareholder of the Company and that he
purchased and sold or sold and purchased securities of the Company within a six
(6) month period in violation of the "short swing trade" rules under Sections
16(b) of the Securities and Exchange Act of 1934. If the plaintiff is
successful, Mr. DoCouto will have to pay to the Company any profits generated by
transactions that violated Section 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 and
that Mr. DoCouto intends to vigorously defend the lawsuit. This lawsuit is not
anticipated to have a material effect on the assets or business of the Company.
 
 5.
STOCKHOLDER’S EQUITY
 
 During
the three months ended December 31, 2004, the Company issued stock for services
as follows:
 
 430,000
shares of common stock issued at $0.12 per share for services valued at
$50,000.
 400,000
shares of common stock issued at $0.40 per share for services valued at
$160,000.
 
 
 
  
  
 
 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
COMPANY
 
 The
Company was originally formed as a Delaware corporation in 1958 under the name
Carrtone Laboratories, Inc. The Company pursued various business operations that
ultimately proved unsuccessful. Since 1958, the Company has undergone a number
of name changes and reorganizations. Prior to June 2002, the Company had no
operations and was a shell corporation named Century Laboratories, Inc. with its
securities traded on the Over-the-Counter Bulletin Board (“OTCBB”). On April 9,
2002, the Company, then known as Century Laboratories, Inc., entered into a
Reorganization and Stock Purchase Agreement with Vista Continental Corporation,
a privately owned Nevada corporation (“VCC Nevada”), for the purpose of
acquiring 100% of the issued and outstanding shares of VCC Nevada. At that time,
VCC Nevada was engaged in exploring and developing certain mining claims. In a
current report on Form 8-K, dated June 12, 2002, the Company disclosed that the
transaction contemplated by the Reorganization and Stock Purchase Agreement,
dated April 9, 2002, closed. In furtherance of the Agreement, Robert Bryan, the
sole officer and director of the Company resigned effective June 6, 2002, and
the officers and directors designated by VCC Nevada assumed the positions as
officers and directors of the Company. The Company’s current report on Form 8-K,
dated June 12, 2002, is incorporated herein by reference.
 
 Since
June 6, 2002, the Company has been filing its quarterly and annual reports
required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
under the presumption that the transaction contemplated by the Agreement had
closed. However, during the third quarter of 2003 the Company learned that only
one shareholder of VCC Nevada committed to exchange its shares of VCC Nevada
common stock for shares of the Company’s stock, by signed the Agreement. The
shareholder of VCC Nevada, who executed the Agreement, owned approximately 75%
of VCC Nevada. Accordingly, VCC Nevada is not a wholly owned subsidiary of the
Company. The Company owns approximately 75% of VCC Nevada. See section entitled
“The Reorganization and Stock Purchase Agreement,” below.
 
 The
Reorganization and Stock Purchase Agreement
 ---------------------------------------------------------------
 
 On April
9, 2002, the Company entered into a Reorganization and Stock Purchase Agreement
with VCC Nevada, for the purpose of acquiring 100% of the issued and outstanding
shares of VCC Nevada (the “Agreement”). The Agreement designates the parties to
the Agreement as follows: the Company, then known as Century Laboratories, Inc.
(“Century”), the Shareholders of Century who are or will be the owners of or
otherwise represent at least Fifty-One Percent (51%) of all the issued and
outstanding shares of common stock (the “Century Stockholders”) and VCC Nevada.
Pursuant to the Agreement, the Company was to exchange an aggregate number of
39,837,355 newly issued shares of the Company’s $.001 par value common stock
(the “Company Shares”) on a one-for-one basis to the shareholders of VCC Nevada
for 100% of the issued and outstanding shares of VCC Nevada or an aggregate
39,837,355 shares of common stock, $.001 par value per share of VCC Nevada (the
“Nevada Stock”). The Agreement was signed by Robert Bryan, the president of
Century at that time, Bryan Design, the majority shareholder of Century at that
time, and Lawrence Nash, the president of VCC Nevada. The Agreement was also
signed by Tamer’s Management Ltd., the 75% shareholder of VCC Nevada. A copy of
the Agreement is hereby incorporated by reference as Exhibit 2.1
 
 As set
forth above, the Company previously reported that on June 6, 2002, the Company
Shares were issued to the shareholders of VCC Nevada in exchange for the Nevada
Stock, in reliance on Section 4(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and that VCC Nevada became a wholly owned subsidiary of
the Company. During the third quarter of 2003, the Company discovered that the
shares of the Company were never issued to the shareholders of VCC Nevada in
exchange for the Nevada Stock, and that VCC Nevada never became a wholly owned
subsidiary of the Company.
 
 On June
6, 2002, the Nevada Stock was owned by approximately 400 shareholders. Due to
the large number of VCC Nevada shareholders, the Company believes that the
exemption from registration provided by Section 4(2) of the Securities Act,
purportedly relied upon by the Company in entering the Agreement, was not
available for the issuance of the Shares in exchange for the Nevada Stock.
Accordingly, the Company believes that the Company cannot legally complete the
transaction contemplated by the Agreement without first registering the shares
of the Company to be issued to the shareholders of VCC Nevada in exchange for
the remaining shares of VCC Nevada. In this regard we note that no offer or
solicitation was made to any shareholders of VCC Nevada to exchange their shares
for the Company Shares.
 
 Since
Tamer’s Management Ltd. signed the Agreement, Tamer’s Management Ltd. was bound
by the Agreement and effectively exchanged its shares of VCC Nevada for shares
of the Company. Accordingly, as of June 6, 2002, the Company did acquire
approximately 75% of VCC Nevada from Tamer’s Management Ltd. in exchange for
30,000,000 shares of the Company. The remaining 25% of VCC Nevada is currently
owned by the other 400 shareholders of VCC Nevada. In order to comply with
applicable securities regulations and to complete the acquisition of VCC Nevada,
the Company plans to file a registration statement with the Securities and
Exchange Commission (the “Commission”) to register the Shares to be issued to
the remaining shareholders of VCC Nevada in exchange for the remaining issued
and outstanding shares of VCC Nevada.
 
 As a
result of the above, the Company may be exposed to potential liabilities in
connection with the Reorganization and Stock Purchase Agreement, including but
not limited to a violation of Section 5 of the Securities Act of 1933. See The
Section entitled “Risk Factors,” below.
 
 Background
of VCC Nevada Within the Last Five Years
 ---------------------------------------------------------------------
 
 Alberto
DoCouto, through Tamer’s Management Ltd., was the founder and 99% shareholder of
Quillabamba Mining, S.A.C., a Peruvian corporation on July 1, 1998. Quillabamba
Mining, S.A.C. owns the rights to certain mining claims and equipment located in
Peru. Thereafter, Tamer’s Management Ltd. contributed its 99% interest in
Quillabamba Mining, S.A.C. to Vista Continental Development Corporation, a
Nevada corporation, in exchange for 23,500,000 shares of Vista Continental
Development Corporation. Vista Continental Development Corporation changed its
name to Vista Continental Corporation (“VCC Nevada”) on December 16, 1999. On
April 9, 2002, VCC Nevada entered into the Reorganization and Stock Purchase
Agreement with the Company as described above.
 
 Description
of Business
 -----------------------------
 
 This
section entitled Description of Business describes the business of the Company’s
partially owned subsidiary VCC Nevada and constitutes the only business
operations of the Company at this time.
 
 We are a
U.S.-based gold and other metals exploration and development company. Our
principal assets are located in the Republic of Peru and the Republic of Guyana.
Through our 99% owned subsidiary, Quillabamba Mining, S.A.C, we own three mining
concessions located in central Peru located along the Urubamba River.
Furthermore, we have a 40% ownership of Miranda Mining I (Guyana), Inc., which
is the owner of certain mining rights in 31 river claims located along the
Mazaruni River in Guyana.
 
 
 PERUVIAN
OPERATIONS
 
 Past
Activities
 ------------------
 
 On August
15, 2002, we announced signing a contract with Ruen Drilling Int., Inc. Sucursal
Del Peru, an international drilling contractor, to begin the comprehensive
first-stage drilling program. This program was started and completed in November
2002. This program was designed to test both types of gravel deposits on our
concessions. During this program, we drilled 28 holes in total at varying
depths, depending on when the drill rig encountered bedrock. Samples were
obtained from the drill every 1.5 meters. These samples were prepared by our
employees for assay at our on site sample preparation facility and a portion of
the sample was then sent to independent assay laboratories for analysis. The two
laboratories we used were CIMM Peru S.A. and ALS Chemex in Vancouver. Gold
values were determined via amalgamation methods. A summary of the program and
its results in our currently held claims are as follows.
 
 Palma
Real West
 ---------------------
 
 Eight
holes were drilled in this area, an active floodplain located five kilometers
west of the village of Palma Real. Bedrock was encountered at very deep levels,
over 50 meters, indicating the potential for much larger volumes of gravel than
originally assumed. Hole 5 encountered a significant gold intercept at a depth
of 25 meters. This intercept assayed at 12,000 mg/m3 (milligrams per cubic
meter) substantially higher than the breakeven gold grade calculated by Acres
International in their report. Further intercepts were encountered in this hole
near the surface that assayed at 650 mg/m3. This hole was at the western edge of
the planned drill pattern and a large area to the west is still unevaluated at
this point in time. There is no assurance that similar test results will be
encountered further to the west in this area. Despite the test results, there
can be no assurance that the Company will be able to develop and mine this area
or that the Company will generate any revenues from this area.
 Palma
Real East
 ----------------------
 
 Seven
holes were drilled in this area, an active floodplain located approximately
three kilometers east of the village of Palma Real, and approximately 15
kilometers downstream from the camp and processing facility. Bedrock was
encountered at a depth of approximately 52 meters indicating the potential for
larger volumes of gravels than originally assumed. Near surface gold intercepts
were encountered in five of the seven holes. Hole 3 returned a gold intercept of
1,260 mg/m3 at a depth of approximately ten meters and Hole 4 returned a gold
intercept 2,033 mg/M3 at a depth of approximately 4 meters. Despite the test
results, there can be no assurance that the Company will be able to develop and
mine this area or that the Company will generate any revenues from this
area.
 
 Test Mine
Area
 --------------------
 
 Nine
holes were drilled in this area located immediately adjacent to the camp and
processing plant facility. Bedrock was encountered at a depth of 30 meters
indicating the potential for greater volumes or gravel than originally assumed.
180 samples, representing seven of the nine holes were assayed. Of these, 144
were found to contain gold, although significantly below the cut off grade of
300 mg/m3 established by Acres International. Due to these low gold values and
in an effort to manage costs the remaining samples were not sent out for assay.
Despite the test results, there can be no assurance that the Company will be
able to develop and mine this area or that the Company will generate any
revenues from this area.
 
 Mapping
Activities
 -----------------------
 
 In
addition to the drilling program, we concluded the preparation of a detailed
contour map of our entire claim block. The preparation of this map will enable
us to better evaluate our exploration results and identify any trends that may
be present within our concessions.
 
 Test
Mining and Process Plant Testing
 -----------------------------------------------
 
 We test
mined the area immediately adjacent to the camp and processing plant location.
The low gold grades in the area we test mined did not yield much in the way of
gold recovered, however, we plan to improve the plant and purchase new equipment
in preparation and purchase new equipment for the next round of test mining
activities. At the completion of our drilling and test mining programs we
believe we will 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.
 
 Proposed
Peruvian Activities
 -----------------------------------
 
 We hope
to institute Phase II in 2005. The program should last approximately 60 days. We
anticipate the cost of the program to be approximately $700,000. At this time,
however, we lack the funding to proceed and do not have any future prospects to
obtain such funding.
 Palma
Real West
 -----------------------
 
 We plan
to drill approximately 17 holes at a minimum depth of 30 meters based upon the
results we obtained from last years drilling program. Access will be obtained to
the other large floodplain deposits present at Palma Real West. Significant
exploration potential exists and several reconnaissance drill holes are
warranted. No specific hole location recommendations can be made at this point
until access is identified.
 
 Additionally,
one bulk sample of approximately 200 cubic meters will be taken from the area.
This sample will be hauled to the recovery plant for R/E determination.
 
 Palma
Real East
 --------------------
 
 We plan
to drill approximately ten holes at a maximum average depth of 25 meters based
upon results we obtained from last years drilling program. Abundant additional
drilling (a minimum of 25 holes) is required to test the entire Palma Real East
target area. Only a small portion was drill tested in 2002. Access needs to be
negotiated with locals that would allow Quillabamba the right to explore and
potentially develop this huge area.
 
 A grid
bulk-sampling program of 10-15 pits was proposed for Palma Real East at the end
of the 2002 field season. However, heavy precipitation associated with the
commencement of the rainy season caused a rapid rise in the river level to a
point safe collection of bulk samples could not be assured. The work was
postponed until water levels fell. We hope to complete the sampling this year.
Additional pits, 10-15 of 75 cubic meters each are planned in grid fashion over
the rest of the area drill tested during 2002. These pits will be processed
early in the new program.
 
 Titanium
Testing
 ---------------------
 
 The
presence of titanium dioxide was discovered while doing metallurgical testing to
determine rare earth recovery in early 2003. This metal will be assayed much
more extensively during the next phase to determine it’s possible economic
viability. Despite the test results, there can be no assurance that the Company
will be able to successfully mine for titanium or that the Company will generate
any revenues from mining titanium.
 
 Rare
Earth and Zirconium Metallurgical Testing
 -----------------------------------------------------------
 
 Unfortunately,
metallurgical testing during early 2003 has been unsuccessful in attempting to
improve recoveries of rare earths and zirconium. Consequently, no further
assaying for these minerals will be conducted until a gold resource had been
defined. Once a resource has been defined, assays for these minerals will be
done to identify any possible economics that may arise as a by-product of the
gold recovery facility.
 GUYANA
OPERATIONS THROUGH MIRANDA I OWNERSHIP
 
 Miranda I
is the owner, through two deeds of assignment, of the exclusive rights to mine
31 river claims located along the Mazaruni 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.
 
 The
Republic of Guyana is a former British colony located on the northeastern coast
of South America. Guyana covers an area of approximately 214,970 square
kilometers and hosts a population of approximately 750,000 people. Guyana is the
only English speaking country in South America
 
 Miranda
I’s claims are located on the Mazaruni River approximately 200 kilometers south
of the city of Georgetown, the capital of Guyana. The claims are accessible by
river with an airstrip located approximately 50 kilometers from Red Hill at the
village of Kurapong. From Kurapong, easy river access is available to most of
the claims. Commercial river taxi and freight services are numerous along the
Mazaruni River.
 
 Mining
Claims of Miranda I
 -----------------------------------
 
 Miranda
I’s claims are split into two groups of river concessions. The first group,
designated as the “Fish Pan” claims, consists of 15 river claims. The second
group, designated as the “Red Hill” claims consists of 16 river claims. The two
sets of claims are approximately 50 kilometers apart. One of the river claims
consists of one mile of navigable river. The total area of the Fish Pan claims
is approximately 2,300 hectares. The Fish Pan claim assignment is for 12 years
and requires a 10% tribute to be paid on the gross monetary proceeds from all
gold, diamonds, and other precious metals recovered and sold. The total area of
the Red Hill claims is approximately 3,000 hectares. The term of the assignment
is indefinite and does not contain a royalty or tribute clause. All gold
produced from these claims is required to be sold to the Guyana Gold Board,
which pays a price based on the published London Daily Price.
 
 Miranda I
Business Strategy
 -----------------------------------
 
 Miranda I
plans to mine these claims by dredging the rivers with two to three cutterhead
dredges. Currently, Miranda I is the owner of two fully functioning dredges and
a third dredge that needs to be completed, as well as ground penetrating radar
surveys (GPR) of the areas of interest to Miranda I. The dredges allow mining at
a depth of approximately 20 meters. The processing plant on each dredge has a
production capacity of approximately 300 tons for every 24 hours running time.
 
 At the
present time, all operations have temporarily ceased in regards to the mining of
the claims. Miranda I is currently in the process of reevaluating the mining
locations and the dredge recovery system to improve recovery. Miranda I plans to
spend approximately $350,000 to upgrade and refurbish the two existing dredges.
Furthermore, another $150,000 will be needed to complete construction of the
third dredge. At this time, Miranda I does not have the funding to begin mining
operations. Furthermore, Vista does not have the funds to advance to Miranda I
for the aforementioned mining operations.
 
 PLAN OF
OPERATIONS
  *Peru*
  
 We
completed the Phase 1 drilling program in November of 2002. The Phase 1 mining
operations consisted of test drilling of approximately four claims of which the
mining rights are held by Vista. The results of the exploratory drilling were
positive. The presence of gold was 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 early next
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
were not tested in Phase 1 of the drilling last year. We also intend to conduct
substantially more test mining programs.
 
 Due to
recent events occurring in Peru, and the lack of funding, the Company decided to
postpone its drilling operations in 2003 and 2004. The guerilla terrorist group
"Shining Path" had staged raids on certain mining camps in Peru, including an
attack on July 23 rd , 2003 of
a Canadian mining exploration camp located approximately 110 miles from Vista's
Camp. In September 2004, a comprehensive sweep by police in five cities arrested
17 members of the Shining Path as part of a vigorous effort to eliminate its
influence. The Company plans to begin Phase 2 of its drilling program in 2005,
barring any further turbulence in the region, and contingent upon ability to
fund the project.
 
 We have
spent the last four 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. However, some of the
equipment has been shipped out of Peru for other projects. We are currently
unsure as to when or if commercial production will commence.
 
 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.
 
 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 12 to 20 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.
 
 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. Beginning in April 2003, Vista's
majority stockholder personally assumed all of Vista's Peruvian payroll and
other expense obligations until operations resume.
 
 Phase 2
of the drilling program is expected to cost approximately $700,000. Further,
operational costs are expected to be in the range of $1,200,000. 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. There is no guarantee, however, that the
majority shareholder will have the capacity to continue to fund the Company.
 
 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.
 
 Guyana
 
 Miranda
I’s current plans are to mine the river claims by dredging the rivers with two
to three cutterhead dredges. Currently, Miranda I is the owner of two fully
functioning dredges and a third dredge that needs to be completed, as well as
ground penetrating radar surveys (GPR) of the areas of interest to Miranda I.
The dredges allow mining at a depth of approximately 20 meters. The processing
plant on each dredge has a production capacity of approximately 300 tons for
every 24 hours running time.
 
 At the
present time, all operations have temporarily ceased in regards to the mining of
the claims. Miranda I is currently in the process of reevaluating the mining
locations and the dredge recovery system to improve recovery. Miranda I plans to
spend approximately $350,000 to upgrade and refurbish the two existing dredges.
Furthermore, another $150,000 will be needed to complete construction of the
third dredge. Miranda I’s current plan is to complete construction of the new
recovery system on all the dredges and place them on the Fish Pan. At the
present time, Miranda I does not have the funding to proceed with operations.
Furthermore, Vista does not have the funding to contribute either. Alberto
DoCouto, the majority shareholder of Vista and the owner of the remaining 60% of
Miranda I has expressed his intentions to fund the project. There is no
guarantee, however, that he will have the capacity to do so.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 During
the three month period ended December 31, 2004, the Company satisfied its
working capital needs from cash on hand at the beginning of the period and from
loans from Alberto DoCouto, the Company's majority shareholder. As of December
31, 2004, the Company had cash on hand in the amount of $1,400. As of February
22, 2005, the Company is approximately 4 months in arrears with respect to its
President’s compensation arrangement and Principal Accounting Officer.
Currently, the Company does not have sufficient capital resources to sustain its
operating activities. As noted in the accompanying notes to the December 31,
2004 financial statements, the Company has a going concern issue since it has
not commenced its operations and has recurring and cumulative net losses.
 
 The
Company estimates that the costs to maintain the corporate office in Las Vegas,
Nevada will be approximately $600,000 to $800,000, including salaries, over the
next 12 months. The Company believes that the majority shareholder will continue
to loan the Company monies, however there is no assurance that he will continue
to do so or will he have the financial wherewithal to do so. The Company will
need additional funds in order to effectuate its business strategy. There is no
assurance that the Company will be able to obtain such additional funds, when
needed. Even if the Company is able to obtain additional funds, there is no
assurance that the Company will be able to effectuate its plan of operations.
Any prospective investor seeking to invest in the Company, would do so at their
own risk considering all the foregoing factors and other discussions mentioned
elsewhere in this Form 10-QSB.
 
 ITEM 3.
CONTROLS AND PROCEDURES
 
 Based on
the evaluation of the Company's disclosure controls and procedures by Ashak
Rustom, the Company's Accounting Principal, and Dr. Lawrence Nash, 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.
 
  
  ITEM II -
OTHER INFORMATION
 
 ITEM 1.
LEGAL PROCEEDINGS
 
 Deborah
Donoghue v. Vista Continental Corporation and Alberto DoCouto
 ------------------------------------------------------------------------------------------------
 
 On April
1, 2003, a lawsuit was filed in the United States District Court for the
Southern District of New York entited: Deborah Donoghue v. Vista Continental
Corporation and Alberto Docouto, and assigned Civil Case Number: 03-CV-2281. Mr.
DoCouto is the owner of Tamer's Management Ltd. and thus is beneficially the
majority shareholder of VCC Nevada. The complaint alleges that Mr. DoCouto
violated the "short-swing trade" rules under Sections 16(b) of the Exchange Act.
Specifically, the complaint alleges that Mr. DoCouto sold and purchased or
purchased and sold shares of the Company within a six (6) month period in
violation of 16(b). In the event that the court finds that Mr. DoCouto's
transactions violated Section 16(b), then Mr. DoCouto will have to pay to the
Company any profits Mr. DoCouto generated as a result of such transactions. Mr.
DoCouto has denied such allegations and has asserted 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 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
 
 In
October 2004, Hunter Wise Financial Group, LLC was engaged to provide advisory
services in the area of corporate finance and capital placement transactions.
The Company issued 430,000 shares of restricted stock in connection with these
services valued at approximately $150,000.
 
 In
November 2004, Dailyfinancial.com, Inc. was engaged to provide business advisory
and public relations services. The Company issued 400,000 restricted shares in
connection with these services valued at approximately $160,000.
 
 ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
 N/A
 
 ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 N/A
 
 
 ITEM 5.
OTHER INFORMATION
 
 The
Reorganization and Stock Purchase Agreement
 --------------------------------------------------------------
 
 On April
9, 2002, the Company entered into a Reorganization and Stock Purchase Agreement
with VCC Nevada, for the purpose of acquiring 100% of the issued and outstanding
shares of VCC Nevada (the “Agreement”). The Agreement designates the parties to
the Agreement as follows: the Company, then known as Century Laboratories, Inc.
(“Century”), the Shareholders of Century who are or will be the owners of or
otherwise represent at least Fifty-One Percent (51%) of all the issued and
outstanding shares of common stock (the “Century Stockholders”) and VCC Nevada.
Pursuant to the Agreement, the Company was to exchange an aggregate number of
39,837,355 newly issued shares of the Company’s $.001 par value common stock
(the “Company Shares”) on a one-for-one basis to the shareholders of VCC Nevada
for 100% of the issued and outstanding shares of VCC Nevada or an aggregate
39,837,355 shares of common stock, $.001 par value per share of VCC Nevada (the
“Nevada Stock”). The Agreement was signed by Robert Bryan, the president of
Century at that time, Bryan Design, the majority shareholder of Century at that
time and Lawrence Nash, the president of VCC Nevada. The Agreement was also
signed by Tamer’s Management Ltd., the 75% shareholder of VCC Nevada. A copy of
the Agreement is attached as an exhibit to the Company’s current report on Form
8-K, dated June 12, 2002, and is incorporated herein by reference.
 
 As set
forth above, the Company previously reported that on June 6, 2002, the Company
Shares were issued to the shareholders of VCC Nevada in exchange for the Nevada
Stock, in reliance on Section 4(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and that VCC Nevada became a wholly owned subsidiary of
the Company. During the third quarter of 2003, the Company discovered that the
shares of the Company were never issued to the shareholders of VCC Nevada in
exchange for the Nevada Stock, and that VCC Nevada never became a wholly owned
subsidiary of the Company.
 
 On June
6, 2002 , the
Nevada Stock was owned by approximately 400 shareholders. Due to the large
number of VCC Nevada shareholders, the Company believes that the exemption from
registration provided by Section 4(2) of the Securities Act, purportedly relied
upon by the Company in entering the Agreement, was not available for the
issuance of the Shares in exchange for the Nevada Stock. Accordingly, the
Company believes that the Company cannot legally complete the transaction
contemplated by the Agreement without first registering the shares of the
Company to be issued to the shareholders of VCC Nevada in exchange for the
remaining shares of VCC Nevada. In this regard we note that no offer or
solicitation was made to any shareholders of VCC Nevada to exchange their shares
for the Company Shares.
 
 Since
Tamer’s Management Ltd. signed the Agreement, Tamer’s Management Ltd. was bound
by the Agreement and effectively exchanged its shares of VCC Nevada for shares
of the Company. Accordingly, as of June 6, 2002, the Company did acquire
approximately 75% of VCC Nevada from Tamer’s Management Ltd. in exchange for
30,000,000 shares of the Company. The remaining 25% of VCC Nevada is currently
owned by the other 400 shareholders of VCC Nevada. In order to comply with
applicable securities regulations and to complete the acquisition of VCC Nevada,
the Company plans to file a registration statement with the Securities and
Exchange Commission (the “Commission”) to register the Shares to be issued to
the remaining shareholders of VCC Nevada in exchange for the remaining issued
and outstanding shares of VCC Nevada.
 
 In
connection with the above issues, the Company has been in contact with the
Commission in an attempt to have the Commission approve the Company’s proposed
plan of corrective action. To date the Commission has not advised the Company
whether or not the Company’s plan of corrective action will or will not be
approved by the Commission.
 
 As a
result of the above, the Company may be exposed to potential liabilities in
connection with the Reorganization and Stock Purchase Agreement, including but
not limited to a violation of Section 5 of the Securities Act of 1933. *See* Risk
Factors disclosed in the Company’s Annual Report on Form 10-KSB for the year
ended September 30, 2004, which are expressly incorporated herein by reference.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  ITEM 6.
EXHIBITS AND REPORTS ON FORM 8K
 
 (a)  Exhibits
 
 Exhibit
      #
    Document2.1
    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 Incorporation3.7
    By-Laws
      of the Corporation (3)10.1
    Asset
      Purchase Agreement Dated June 30th,
      2004 (6)31.1
    302
      Certification of Dr. Lawrence Nash31.2
    302
      Certification of Ashak Rustom32.1
    906
      Certification of Dr. Lawrence Nash32.2
    906
      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
2 nd ,
2002
 
 (5)  Incorporated
by reference from the Company’s Interim Report on Form 8-K filed on June 13th,
2002
 
 (6)  Incorporated
by reference from the Company’s Interim Report on Form 8-K filed on July 1,
2004
 
 (7)  Incorporated
by reference from the Company’s Interim Report on Form 8-K filed on July 30,
2004
 
 
 
 (b)  Reports
on Form 8-K
 
 None
 
 
 
 
 
 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/
Lawrence Nash      Date:
February 23, 2005
 Dr.
Lawrence Nash
 President
and Chief Executive Officer
 
 By: /s/
Ashak Rustom      Date:
February 23, 2005
 Ashak
Rustom
 Accounting
Principal