SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB


[X]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2004

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1943


                                    333-38936
                              (Commission File No.)

                          VISTA CONTINENTAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

        NEVADA                                             72-0510027
(State of Incorporation)                                (IRS Employer No.)


6600 W. Charleston Blvd, Suite 118, Las Vegas, NV             89146
    (Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:          (702)-228-2077

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                (Title of class)

         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 such
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.
Yes  X  No
    ---    ---
         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year:  $ 0.00

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, a specified date within the past 60 days: As of January 7, 2005, the
aggregate market value of shares held by non-affiliates (based on the close
price on that date of $0.11 was $9,030,949.70.

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date: 82,069,543 shares as of
January 7, 2005.
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                                TABLE OF CONTENTS


Item                                                                       Page
----                                                                       ----


1.  Description of Business...............................................
2.  Description of Property...............................................
3.  Legal Proceedings.....................................................
4.  Submission of Matters to a Vote of Security Holders...................
5.  Market for Common Equity and Related Stockholder Matters..............
6.  Management's Discussion and Analysis or Plan of Operation.............
7.  Financial Statements..................................................
8.  Changes in and Disagreements With Accountants
     on Accounting and Financial Disclosure...............................
8A. Controls and Procedures...............................................
8B. Other Information.....................................................
9.  Directors, Executive Officers, Promoters and Control Persons;
     Compliance with Section 16(a) of the Exchange Act....................
10. Executive Compensation................................................
11. Security Ownership of Certain Beneficial Owners and Management........
12. Certain Relationships and Related Transactions........................
13.  Exhibits and Reports on Form 8-K.....................................
14.  Principal Accountant Fees and Services...............................

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                                                                    Page 2 of 35
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This form 10KSB contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements are necessarily based
on certain assumptions and are subject to significant risks and uncertainties.
These forward-looking statements are based on management's expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any of these statements in the future. Actual future performance and results
could differ from that contained in or suggested by these forward-looking
statements as a result of factors set forth in this Form 10KSB (including those
sections hereof incorporated by reference from other filings with the Securities
and Exchange Commission), in particular as set forth in " Risks Factors" under
Item 1 and set forth in the "Management's Discussion and Analysis" under Item 6.
--------------------------------------------------------------------------------

ITEM 1.  DESCRIPTION OF BUSINESS

Our Contact Information
-----------------------

Vista Continental Corporation (the "Company" or "Vista") maintains its principal
executive offices at 6600 West Charleston Boulevard, Suite 118, Las Vegas,
Nevada 89146. Our telephone number is (702) 228-2077 and our facsimile number is
(702) 228-1837. We maintain a web site at www.vistacontinental.com. Any
information displayed on our website is not part of this annual report.

Organization
------------

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

                                                                    Page 3 of 35
<PAGE>

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 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.

                                                                    Page 4 of 35
<PAGE>

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.

                                                                    Page 5 of 35
<PAGE>

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.

                                                                    Page 6 of 35
<PAGE>

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 2 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.

                                                                    Page 7 of 35
<PAGE>

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.

                                                                    Page 8 of 35
<PAGE>

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

                                                                    Page 9 of 35
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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.

Competition
-----------

The mining industry has historically been intensely competitive. We compete with
numerous exploration and mining companies. The competition is intensive in all
phases of these industries. Many of these competitors have greater financial and
other resources than we do and may have significantly lower cost of funds
because they have been in business longer or have greater access to the capital
markets. Moreover, some of these companies have significant cash reserves and
can better fund exploration or mining operations. They also have greater market
share. If we are unable to successfully compete with these companies, our
business could be adversely affected.

Employees
---------

We have two full time employees, who currently work at our office in Las Vegas,
Nevada. The number of employees in Peru varies, depending on the extent of the
exploratory operations being conducted. At this time, Vista has one employee in
Peru. The Company's President is retained through a consulting agreement rather
than as an employee.


                                  RISK FACTORS

--------------------------------------------------------------------------------
The risks listed below should be carefully considered prior to purchasing our
common stock. Our most significant risks and uncertainties are described below;
however, they are not the only risks we face. If any of the following risks
occur, our business, financial condition, or results or operations could be
adversely affected in a material manner. The trading of our common stock could
decline, and you may lose all or part of your investment. You should purchase
our common stock only if you can afford to lose your entire investment.
--------------------------------------------------------------------------------

We have a limited operating history, which could make it difficult to evaluate
our business.

We have yet to establish any history of profitable operations. VCC Nevada was
organized on September 24, 1999 and formally began operations in the 4th quarter
of 1999. Although some of our affiliates have been engaged in the acquisition
and administration of various industries for several years, we have a limited
operating history. As a result, we may not be able to successfully achieve

                                                                   Page 10 of 35
<PAGE>

profitability. The likelihood of our success must be considered in light of the
problems, expenses and complications frequently encountered in connection with
the development of a mining operation and the competitive environment in which
we operate. Accordingly, our limited operating history makes an effective
evaluation of our potential success difficult. Our viability and continued
operation depend on future profitability, our ability to generate cash flows
from the mining operations and our successful development and management of
other business opportunities. There can be no assurance that we will be able to
successfully implement our business plan or that if implemented, it will be
profitable.

We could be subject to adverse regulatory requirements and adverse risk
associated with operating an enterprise in a foreign country.

Current projects in which we have an interest are located in Peru and Guyana.
Mineral exploration and mining activities in both countries may be affected in
varying degrees by political instability and government regulations relating to
the mining industry. Any changes in regulations or shifts in political
conditions are beyond our control and may adversely affect our business. Future
operations may be affected in varying degrees by government regulations with
respect to restrictions on production, price controls, export controls, income
taxes, expropriations of property, environmental legislation and mine safety.

Our lack of diversified operations and investments increases our exposure to
adverse events that may occur in the mining industry.

A majority of our investments have and will be made in, and a majority of our
income will be derived from, mining operations. This lack of diversity in our
operations increases our exposure to the risks of the mining industry. In
addition, our mining operations are concentrated in the geographical locations
of Peru and Guyana. As we raise more capital, we will attempt to diversify our
operations. However, if we are unable to raise sufficient funds to increase our
investments, we may be unable to achieve an acceptable diversification of our
operation. Because of our lack of diversification in operations and assets we
are increasingly dependent upon the performance of one operational asset. This
increases the risk that inadequate performance by this one asset will materially
affect our profitability.

Our mineral rights in Guyana could be challenged.

The rights to mine the properties in Guyana are done so through assignment
agreements. Through assignment agreements, we have the rights to mine certain
claims as a leaseholder, subject to Guyana mining rules and regulations. We
cannot guarantee that these assignments will not be challenged. Our ability to
ensure that we have obtained secure claims to individual mineral properties or
mining concessions could be severely constrained. We might not have conducted
surveys of all of the properties in which we hold direct or indirect interests
and, therefore, their precise area and location could be in doubt. Accordingly,
our mineral properties could be subject to prior unregistered agreements,
transfers or claims, and title could be affected by, among other things,

                                                                   Page 11 of 35
<PAGE>

undetected defects. In addition, we might be unable to operate our properties as
permitted or to enforce our rights with respect to our properties.

We own a minority interest in Miranda I, which will impact our ability to
control operations.

Our ability to impact and control the direction of operations in Miranda I is
limited due to the fact that we own a minority interest. Although we do, and
will continue to have, input on how operations will be conducted, we lack the
ability to make any final decisions.

We may be subject to dilution of our interest in Miranda I.

We may be subject to dilution of our interest in Miranda I should additional
funding become necessary to continue the mining operations. Should additional
funds become necessary to supplement, increase, or improve the mining
operations, Vista may not be in the position to invest additional capital.
Should that occur, Miranda I may seek additional funds for outside sources,
which would result in a dilution of Vista's interest.

There is no assurance that Miranda I will obtain proper financing to continue
operations.

At present, we own a minority interest in Miranda Mining I (Guyana), Inc. At the
present time, we do not have the ability to fund the project. Furthermore, there
is no assurance that the majority holder in Miranda I will be able to fund the
project either. The inability to fund Miranda I may have a great impact on our
ability to continue as a going concern.

If Miranda I's properties are not funded properly and are not worked, we may
lose our rights in those properties.

The dredges are being upgraded, however, there is no guarantee that they will be
brought into production in a timely manner.

We may be unable to obtain the appropriate funding to run our company.

We do not presently have sufficient financial resources and have no assurance
that sufficient funding will be available to us for further exploration and
development of our properties. There can be no assurance that we will be able to
obtain adequate financing in the future or that the terms of such financing will
be favorable. Failure to obtain such additional financing could result in delay
or indefinite postponement of further exploration and development of our
projects with the possible loss of our properties.

We are subject to environmental laws and regulations that may significantly
impact our business.

We are required to comply with numerous environmental laws and regulations
imposed by governmental agencies. Environmental legislation provides for
restrictions and prohibitions of spills, release or emission of various

                                                                   Page 12 of 35
<PAGE>

substances produced in association with certain mining industry operations, such
as seepage from tailing disposal areas, which could result in environmental
pollution. If we were to breach such legislation we may be subject to an
imposition of fines and penalties. Additionally, certain types of operations
require submissions to and approval of environmental impact assessments. Our
compliance with environmental laws may necessitate significant capital outlays
or delays, may materially and adversely affect the economics of a given
property, or may cause material changes or delays in our intended explorations,
development and production activities. Further, new or different environmental
standards imposed by governmental authorities in the future could adversely
affect our business activities. Environmental assessments of proposed projects
carry a heightened degree of responsibility for companies and directors,
officers and employees. The cost of compliance with changes in governmental
regulations has a potential to reduce the profitability of operations. We fully
intend to comply with all environmental regulations.

We are dependent on key personnel and may be required to hire additional
employees.

The future success of our Company is, in part, dependent on the services of key
executives. The loss of any of our key management could have material adverse
effects on the business of the Company. Additionally, our continued expansion
may require us to hire qualified individuals with backgrounds in the
exploration, mining, transportation, distribution, financial and securities
industries. It may be difficult to find and hire these individuals, or retain
these employees once hired. We do not maintain key man life insurance on any
officers. If we are unable to hire and retain the necessary employees, our
business could be adversely affected.

We are in a highly competitive market, which could result in reduced
profitability.

We compete with numerous exploration and mining companies. The competition is
intensive in all phases of these industries. Many of these competitors have
greater financial and other resources than us and may have significantly lower
cost of funds because they have been in business longer or have greater access
to the capital markets. Moreover, some of these companies have significant cash
reserves and can better fund exploration or mining operations. They also have
greater market share. If we are unable to successfully compete with these
companies, our business could be adversely affected.

Mineral exploration and development is highly speculative and no assurance can
be given that we will ever be profitable.

Exploration for and production of minerals is highly speculative and involves
greater risks than are inherent in many other industries. Many exploration
programs do not result in the discovery of mineralization, and any
mineralization discovered may not be of sufficient quantity or quality to be
profitably mined. Also, because of the uncertainties in determining
metallurgical amenability of any minerals discovered, the mere discovery of
mineralization may not warrant the mining of the minerals on the basis of
available technology. No assurance can be given that any of the development
properties we own, lease or acquire contain (or will contain) commercially

                                                                   Page 13 of 35
<PAGE>

profitable mineral deposits, and no assurance can be given that we will ever
generate a positive cash flow from production operations on such properties.

Alberto DoCouto has effective control of the Company's affairs

As of January 13, 2005, Alberto DoCouto beneficially owned 76,998,344 shares of
the Company's common stock. Mr. DoCouto's beneficial ownership represents
approximately 94% of the issued and outstanding shares of common stock of the
Company. Accordingly, Mr. DoCouto has effective control of the Company. In the
election of directors, stockholders are not entitled to cumulate their votes for
nominees. Accordingly, as a practical matter, Mr. DoCouto may be able to elect
all of the Company's directors and otherwise direct the affairs of the Company.

We could be adversely affected if we fail to comply with government regulations.

Although we believe that we are currently in compliance with statutes and
regulations applicable to our business, there can be no assurance that we will
be able to maintain compliance without incurring significant expense. The
failure to comply with any current or subsequently enacted statutes and
regulations could have a material adverse effect on us. Furthermore, the
adoption of additional statutes and regulations changes in the interpretation
and enforcement of current statutes and regulations, or the expansion of our
business into jurisdictions that have adopted more stringent regulatory
requirements than those in which we currently conduct business could have a
material adverse effect on us.

We could be adversely affected by the factors associated with uninsurable risk.

Our involvement in mineral exploration and development exposes the company to
hazards such as unusual or unexpected formations and other unforeseen
conditions. We may become subject to liability for among other things,
pollution, cave-ins or hazards against which we cannot be insured or against
which we may elect not to insure. We cannot make assurance that payment of such
uninsurable liabilities may not have an adverse effect on our business or
operations.

There exists risks to stockholders relating to dilution.

The Company's Certificate of Incorporation authorizes the issuance of
145,000,000 shares of common stock. As of January 7, 2005, the Company had
81,239,543 shares of common stock issued and outstanding and 63,760,457
authorized but unissued shares of common stock available for issuance.
Additionally, the Company has authorized for issuance 5,000,000 shares of
preferred stock none of which are issued and outstanding. Although the Company
has no commitments as of this date to issue its securities, the Company will, in
all likelihood, issue a substantial number of additional shares in connection
with the Reorganization and Stock Purchase Agreement. Additionally, the Company
may issue additional securities to raise capital or to acquire assets. To the
extent that additional shares of common stock are issued, the Company's
stockholders would experience dilution of their ownership interests in the
Company.

                                                                   Page 14 of 35
<PAGE>

Furthermore, the issuance of a substantial number of shares of common
stock may adversely affect prevailing market prices, if any, for the common
stock and could impair the Company's ability to raise additional capital through
the sale of its equity securities. The Company may use consultants and other
third parties providing goods and services. These consultants or third parties
may be paid in cash, stock, options or other securities of the Company. The
Company may in the future need to raise additional funds by selling securities
of the Company, which may involve substantial additional dilution to the
investors.

The Company expects to pay no cash dividends

The Company does not expect to pay dividends to the holders of common stock. The
payment of dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements, and general financial condition. The
payment of any dividends will be within the discretion of the Company's then
Board of Directors. The Company presently intends to retain all earnings, if
any, to implement its business plan, accordingly, the Board of Directors does
not anticipate declaring any dividends to the holders of common stock in the
foreseeable future.

Indemnification of Officers and Directors

The Company's Certificate of Incorporation provides for the indemnification of
its officers and directors to the fullest extent permitted by the laws of the
State of Delaware. It is possible that the indemnification obligations imposed
under these provisions could result in a charge against the Company's earnings
and thereby affect the availability of funds for other uses by the Company.

The market price of our common stock is highly volatile.

The market price of our common stock has been and is expected to continue to be
highly volatile. Factors, including regulatory matters, and concerns about our
financial condition, operating results, litigation, government regulation,
developments or disputes relating to agreements, and title to our claims may
have a significant impact on the market price of our stock. In addition, there
are potential dilutive effects of future sales of shares of common stock by
shareholders and by the Company.

Risk Factors Related to Reorganization and Stock Purchase Agreement
-------------------------------------------------------------------

The Company may have committed a Section 5 violation in regards to the
Reorganization and Stock Purchase Agreement.

The Company may have potentially committed a violation of Section 5 of the
Securities Act in connection with the Reorganization and Stock Purchase
Agreement. Section 5 makes it unlawful to make an offer to sell or offer
securities without an appropriate registration statement. As disclosed above,
since VCC Nevada has approximately 400 shareholders on June 6, 2002, the Company

                                                                   Page 15 of 35
<PAGE>

most likely had to register any offer or sale of its securities to the
shareholders of VCC Nevada. The Company's disclosure of the Reorganization and
Stock Purchase Agreement in the Company's periodic reports following June 6,
2002, may be deemed an offering of such securities, and thus, potentially a
violation of Section 5. Additionally, the issuance of 30,000,000 shares of the
Company's common stock to Tamer's Management, Ltd. under the Reorganization and
Stock Purchase Agreement may also constitute a violation of Section 5. Such a
determination may make the Company susceptible to potential lawsuits and/or
regulatory actions. The potential risks and liabilities associated with such
potential lawsuits and/or regulatory actions cannot be accurately assessed at
this time, but in the event such lawsuits and/or regulatory actions are
instituted such actions will have a negative effect on the Company.

The Reorganization and Stock Purchase Agreement may be deemed invalid.

The Reorganization and Stock Purchase Agreement may be deemed to be invalid and
the entire transaction may be required to being rescinded and unwound. Should
his happen, the Company would become a "shell company" with no active business
plan or assets. Such an action may make the Company susceptible to potential
lawsuits and/or regulatory actions. The potential risks and liabilities
associated with such potential lawsuits and/or regulatory actions cannot be
accurately assessed at this time, but in the event such lawsuits and/or
regulatory actions are instituted such actions will have a negative effect on
the Company.

Risk Factors Related to Corporate Actions Taken Without Appropriate Proxy
Statements.
-------------------------------------------------------------------------

The Company may have committed potential violations of the Securities Exchange
Act of 1934 in connection with certain corporate actions taken without proper
notice to shareholders. Namely, the two Corporate actions were the filing an
amendment to its Certificate of Incorporation to change the name of the Company
from Century Laboratories, Inc. to Vista Continental Corporation, and secondly,
the filing of an amendment to its Certificate of Incorporation to increase the
number of authorized shares of common stock from 65 million shares to 145
million shares. The Company did disclose in its periodic reports filed with the
Commission that such corporate actions were taken by the Company. However, the
Company may be required to file the appropriate information notices or proxy
statements in order to properly ratify the situation. Further, such actions may
make the Company susceptible to potential lawsuits and/or regulatory actions.
The potential risks and liabilities associated with such potential lawsuits
and/or regulatory actions cannot be accurately assessed at this time, but in the
event such lawsuits and/or regulatory actions are instituted such actions will
have a negative effect on the Company.

ITEM 2.  DESCRIPTION OF PROPERTY

Our principal mining 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.

                                                                   Page 16 of 35
<PAGE>

The Company currently leases our office at 6600 West Charleston Blvd. The office
size is 6,100 square feet. The lease is for three years and commenced on
February 1, 2003. The monthly fee is $9,150. The company shares a portion of the
space with West Nevada Precious Metals Corporation. Mr. Alberto DoCouto is the
beneficial owner of West Nevada Precious Metals and Tamer's Management, the
majority shareholder of the Company. At this time, the Company is in
negotiations to solidify a definitive Occupancy and Use Agreement retroactive to
February 1, 2003. Currently, the Company is paying the entire monthly fee under
the lease.

ITEM 3.   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 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. 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There has been no action submitted to the shareholders of Vista during the 4th
Quarter.

Since June 6, 2002, the Company has taken two corporate actions that would, in
the opinion of counsel, have required a proxy statement or information statement
to be filed with the US Securities and Exchange Commission and mailed to our
shareholders. First, the Company filed an amendment to its Certificate of
Incorporation to change the name of the Company from Century Laboratories, Inc.
to Vista Continental Corporation on July 1, 2002, as reported on a Form 8K filed
on August 2, 2002. Second, in a separate action, the Company filed an amendment
to its Certificate of Incorporation to increase the number of authorized shares
of common stock from 65 million shares to 145 million shares on February 12,
2003, as reported on Form 10QSB filed on May 15, 2003. These amendments to the

                                                                   Page 17 of 35
<PAGE>

Certificate of Incorporation were approved by the Board of Directors of the
Company and by shares representing in excess of 51% of the shares outstanding,
and the Company has previously disclosed such corporate actions in its periodic
reports filed with the Commission.

In order to comply with applicable securities regulations, the Company proposes
to file a proxy statement pursuant to Regulation 14A of the Securities Exchange
Act of 1934 immediately following the filing of the appropriate registration
statement as described under the section titled "Reorganization and Stock
Purchase Agreement."

There may be certain liabilities associated with the past actions of the Company
in regards to the two corporate actions taken. Please review the section titled
"Risk Factors" under Item 1 of this annual report for greater detail.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

Our Common Stock is currently quoted on the Over the Counter Bulletin Board
("OTCBB") under the symbol VICC. The following table sets forth the quarterly
high and low bid and ask prices for our Common Stock as reported by the OTCBB
Service for the fiscal year ended 2004 and the fiscal year ended 2003. The
quotations reflect inter-dealer prices, as reported by the OTCBB service,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

                       Closing Ask                    Closing Bid
Date              High              Low           High            Low
-----------------------------------------------------------------------

Oct. 1, 2002-
Dec. 31, 2002:    $1.87            $.70           $1.80           $.57

Jan. 1, 2003-
March 31, 2003:   $1.01            $.27           $.82            $.24

April 1, 2003-
June 30, 2003:    $.57             $.27           $.53            $.24

July 1, 2003-
Sept. 30, 2003:   $.45             $.29           $.38            $.21

Oct. 1, 2003-
Dec. 31, 2003:    $.45             $.18           $.35            $.11

Jan. 1, 2004-
March 31, 2004:   $.35             $.18           $.30            $.15


                                                                   Page 18 of 35
<PAGE>

April 1, 2004-
June 30, 2004:    $.45             $.17           $.25            $.12

July 1, 2004-
Sept. 30, 2004:   $1.40            $.20           $1.27           $.12

As of September 30, 2004, the Company had approximately 400 shareholders of
record (not including shares held by brokers or in street name) of the
81,239,543 shares outstanding. VCC Nevada had approximately 502 shareholders of
record and 40,338,355. The Company has never declared or paid dividends on its
Common Stock.

Recent Sales of Unregistered Securities and Use of Proceeds
-----------------------------------------------------------

On August 19, 2004, Vista Continental Corporation ("Vista") acquired 4,000
shares of Miranda Mining I (Guyana), Inc., a corporation incorporated under the
Companies Act of Guyana ("Miranda I") from Miranda III Mining (Guyana), Inc., a
corporation incorporated under the Companies Act of Guyana ("Miranda III") in
exchange for the issuance of 36,000,000 restricted shares of Vista common stock,
$.001 par value pursuant to the Asset Purchase Agreement, dated June 30, 2004
between Vista and Miranda III ("the Agreement"). A copy of the Agreement is
attached to a July 1, 2004 Form 8K as Exhibit 10.1 and is hereby incorporated by
reference. The 4,000 shares of capital stock of Miranda I acquired by Vista
represents a 40% ownership interest in Miranda I. The above summary description
of the terms and conditions of the Agreement is qualified in its entirety by the
specific terms and conditions of the Agreement. Miranda III is 100% owned by
Alberto DoCouto, who is the majority shareholder of Vista. Furthermore, Mr.
DoCouto owns and controls the remaining 60% of Miranda I.

Section 15(g) of the Exchange Act
---------------------------------

The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder, which
impose additional sales practice requirements on broker-dealers who sell our
securities to persons other than established customers and accredited investors.

Rule 15g-2 declares unlawful any broker-dealer transactions in penny stocks
unless the broker-dealer has first provided to the customer a standardized
disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock transaction unless the broker-dealer first discloses and subsequently
confirms to the customer the current quotation prices or similar market
information concerning the penny stock in question.

                                                                   Page 19 of 35
<PAGE>

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a customer unless the broker-dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales person's compensation.

The Company's common stock may be subject to the foregoing rules. The
application of the penny stock rules may affect our stockholder's ability to
sell their shares because some broker-dealers may not be willing to make a
market in our common stock because of the burdens imposed upon them by the penny
stock rules.

ITEM 6.   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.
--------------------------------------------------------------------------------

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, 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

                                                                   Page 20 of 35
<PAGE>

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.

                                                                   Page 21 of 35
<PAGE>

         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 June 30, 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 June 30, 2004, the Company had cash on hand in the amount of $48,000. As
of January 15, 2005, the Company is approximately 3 months in arrears with
respect to its President's compensation arrangement.

         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
guarantee that he will continue 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.

ITEM 7.    FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


                                                                     PAGE NO.

Report of Independent Registered Public Accounting Firm                F-1

Financial statements

     Balance sheet                                                     F-2

     Statements of operations                                          F-3

     Statement of stockholders' deficit                                F-4

     Statements of cash flows                                          F-6

     Notes to financial statements                                     F-7



                                                                   Page 22 of 35

<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Vista Continental Corporation
(An Exploration Stage Company)
Las Vegas, Nevada

We have audited the accompanying balance sheet of Vista Continental Corporation
(An Exploration Stage Company) as of September 30, 2004 and 2003, and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended September 30, 2004 and 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vista Continental Corporation
(An Exploration Stage Company) as of September 30, 2004 and 2003, and the
results of its activities and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations, all of
which raise substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Franklin Griffith & Associates
Franklin Griffith & Associates (formerly known as CFO Advantage, Inc.)
January 12, 2005
Las Vegas, Nevada

                                      F-1
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEET
<TABLE>
<CAPTION>
                                                                 (Audited)           (Audited)
                                                            September 30, 2004  September 30, 2003
                                                            ------------------  ------------------
<S>                                                             <C>                <C>
                             ASSETS

Current assets
    Cash                                                        $     22,523       $     26,419
    Prepaid expenses                                                   1,134              3,785
                                                                ------------       ------------
      Total current assets                                            23,657             30,204

Property and equipment, net                                          206,250            574,046
Investment in Miranda I                                            1,485,927                 --
Rental properties, net                                                    --            307,595
Mining concessions                                                    99,275             99,275
Deposits                                                               4,575              5,738
                                                                ------------       ------------

Total assets                                                    $  1,819,684       $  1,016,858
                                                                ============       ============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable                                            $     46,174       $    201,871
    Accrued expenses and other liabilities                           181,239            181,907
    Loan from related party                                          802,838            341,355
                                                                ------------       ------------
      Total current liabilities                                    1,030,251            725,133
                                                                ------------       ------------

      Total liabilities                                            1,030,251            725,133

Minority interest                                                  5,286,093          5,701,077

Stockholders' deficit
    Common stock; $.001 par value; 145,000,000 shares
      authorized, 81,239,543 shares issued and outstanding            81,239             45,239
    Additional paid-in capital                                    10,334,818          8,349,891
    Accumulated deficit                                          (14,912,717)       (13,804,482)
                                                                ------------       ------------
      Total stockholders' deficit                                 (4,496,660)        (5,409,352)
                                                                ------------       ------------

      Total liabilities and stockholders' deficit               $  1,819,684       $  1,016,858
                                                                ============       ============
</TABLE>
                 See Accompanying Notes to Financial Statements
                                      F-2
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                                                     July 1, 1998
                                                       (Audited)                 (Audited)        (Date of inception)
                                                   For the year ended       For the year ended          through
                                                   September 30, 2004       September 30, 2003    September 30, 2004
                                                -----------------------------------------------------------------------
<S>                                                        <C>                   <C>                  <C>
Revenue                                                    $         --          $         --         $          --

Operating expenses
    Mining exploration expenses                                  99,573             2,253,239             3,035,244
    Depreciation expense                                        269,016               289,060               558,076
    Payroll expense                                              90,105                    --                90,105
    Loss on disposal of assets                                       --                    --                    --
    General and administrative                                1,221,783               881,940            15,831,745
                                                -----------------------------------------------------------------------

      Total operating expenses                                1,680,477             3,424,239           (19,515,170)
                                                -----------------------------------------------------------------------

      Loss from operations                                   (1,680,477)           (3,424,239)          (19,515,170)

Other income (expenses):
    Rental property expenses, net                               (41,359)             (162,585)             (288,480)
    Other expense                                                (3,785)                    -                (3,785)
    Interest income                                                 156                     -                   156
    Interest expense                                               (260)               (4,587)              (17,000)
    Gain on sale of equipment                                   146,601                     -               146,601
    Gain on sale of rental property                              55,905               142,904               198,809
                                                -----------------------------------------------------------------------
      Total other income (expenses)                             157,258               (24,268)               36,301
                                                -----------------------------------------------------------------------

      Loss before provision for income taxes
        and minority interest                                (1,523,219)           (3,448,507)          (19,478,869)
Provision for income taxes                                           --                    --                    --
                                                -----------------------------------------------------------------------

      Loss before minority interest                          (1,523,219)           (3,448,507)          (19,478,869)
Loss applicable to minority interest                            414,984               846,986             4,566,152
                                                -----------------------------------------------------------------------

Net loss                                                   $ (1,108,235)         $ (2,601,521)        $ (14,912,717)
                                                =======================================================================

Basic and diluted loss per common share                    $      (0.02)         $      (0.07)        $       (0.33)
                                                =======================================================================

Basic and diluted weighted average
    common shares outstanding                                48,239,543            36,687,880            44,843,307
                                                =======================================================================
</TABLE>
                 See Accompanying Notes to Financial Statements
                                      F-3
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                                 Common Stock            Additional                        Total
                                                            -----------------------       Paid-in       Accumulated    Stockholders'
                                                               Shares        Amount       Capital         Deficit         Deficit
<S>                                                          <C>            <C>        <C>             <C>             <C>

Balance at July 1, 1998 (Date of inception)                          --     $     --   $         --    $         --    $         --

Incorporation of Vista Continental Corporation                1,430,000        1,430             --              --           1,430

Incorporation of Quillabamba Mining, S.A.C                   23,500,000       23,500        (22,521)             --             979

Shares issued in exchange for mining equipment               10,000,000       10,000         30,000              --          40,000

Stockholder contributions                                            --           --         61,538              --          61,538

Net loss                                                             --           --             --         (49,668)        (49,668)
                                                             ----------     --------   ------------    ------------    ------------

Balance, September 30, 2000                                  34,930,000       34,930         69,017         (49,668)         54,279

Issuance of common stock for services, $0.004 per share       1,620,000        1,620          4,860              --           6,480

Issuance of common stock in exchange for eight                  127,000          127      1,250,144              --       1,250,271
  rental properties

Issuance of common stock for cash, $10.00 per share             133,300          133      1,332,867              --       1,333,000

Stock options expense                                                --           --        373,750              --         373,750

Stockholder contributions                                            --           --        189,788              --         189,788

Net loss                                                             --           --             --        (999,105)       (999,105)
                                                             ----------     --------   ------------    ------------    ------------

Balance, September 30, 2001                                  36,810,300       36,810      3,220,426      (1,048,773)      2,208,463

Issuance of common stock for cash, $10.00 per share              27,055           27        270,523              --         270,550

Issuance of common stock for services, $10.00 per share         700,000          700      6,999,300              --       7,000,000

Issuance of common stock in exchange for two                  3,000,000        3,000         86,500              --          89,500
  mining concessions

Issuance of common stock for services, $1.88 and                430,000          430        806,170              --         806,600
  $1.82 per  share

Issuance of common stock for services, $1.80 per share          600,000          600      1,079,400              --       1,080,000

Acquisition of Century Laboratories, Inc.                     4,182,928        4,183         (4,183)             --              --

Minority Interest in Previous Acquisition                    (9,839,827)      (9,840)    (9,829,987)             --      (9,839,827)

Stock options expense                                                --           --        927,857              --         927,857

Stockholder contributions                                            --           --      2,320,307              --       2,320,307

Stockholder loans previously reported as stockholder
  contributions                                                      --           --     (1,593,957)             --      (1,593,957)

Net loss                                                             --           --             --     (10,154,188)    (10,154,188)
                                                             ----------     --------   ------------    ------------    ------------

Balance, September 30, 2002                                  35,910,456       35,910      4,282,356     (11,202,961)     (6,884,695)

Issuance of common stock for cash, $0.62 per share              565,000          565        349,311              --         349,876

Issuance of common stock for stockholder contributions        2,656,595        2,657      1,591,300              --       1,593,957
  made in prior years totaling $1,593,957, $0.60 per share

Issuance of common stock in satisfaction of                   5,341,749        5,341        929,465              --         934,806
  shareholder loan, $0.175 average price per share

Issuance of common stock for services, $0.70 per share          736,113          736        512,679              --         513,415

Issuance of common stock related to settlement                   29,630           30         42,637              --          42,667
  of a lawsuit

Stock options expense                                                --           --        642,143              --         642,143
                                                             ----------     --------   ------------    ------------    ------------

Net loss                                                             --           --             --      (2,601,521)     (2,601,521)

Balance, September 30, 2003                                  45,239,543       45,239      8,349,891     (13,804,482)     (5,409,352)

Stock options expense                                                --           --        535,000              --         535,000

Issuance for purchase of 40% interest in Miranda I           36,000,000       36,000      1,449,927              --       1,485,927

Net loss                                                             --           --             --      (1,108,235)     (1,108,235)
                                                             ----------     --------   ------------    ------------    ------------

Balance, September 30, 2004                                  81,239,543     $ 81,239   $ 10,334,818    $(14,912,717)   $ (4,496,660)
                                                             ==========     ========   ============    ============    ============
</TABLE>
                 See Accompanying Notes to Financial Statements
                                      F-4
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                             (Audited)         (Audited)          Period from
                                                        For the year ended For the year ended  Inception through
                                                        September 30, 2004 September 30, 2003  September 30, 2004
                                                        ---------------------------------------------------------
<S>                                                        <C>                <C>                <C>
Cash flows from operating activities:
   Net loss                                                $ (1,108,235)      $ (2,601,521)      $(14,912,717)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
     Stock based compensation                                   535,000          1,198,225         11,929,192
     Depreciation                                               269,016            289,060            828,180
     Change in minority interest from operations                     --           (846,920)        (4,150,257)
     Gain on sale of rental properties                         (202,506)          (142,904)          (345,410)
   Changes in operating assets and liabilities:
     Change in prepaid expenses                                   2,651              1,215             (1,134)
     Change in deposit                                            1,163             (5,238)            (4,575)
     Change in accounts payable                                (155,696)            51,090             46,176
     Change in accrued expenses and other liabilities              (668)             4,844            181,239
     Change in tenant security deposits                              --             (4,995)                --
     Change in minority interest                               (282,839)               (66)          (403,477)
                                                        -----------------------------------------------------
       Net cash used by operating activities                 (1,074,259)        (2,057,210)        (6,832,783)

Cash flows from investing activities:
   Purchase of property and equipment                                --            (51,885)        (1,028,277)
   Acquisition of mining concessions                                 --                 --             (9,775)
   Proceeds from sale of rental properties                      332,000          1,032,800          1,364,800
                                                        -----------------------------------------------------
       Net cash used by investing activities                    332,000            980,915            326,748
                                                        -----------------------------------------------------

Cash flows from financing activities:
   Increase (Decrease) in loan from related party               738,362          1,567,378          3,899,697
   Repayment of loan from related party                              --           (291,218)          (291,218)
   Proceeds from notes payable                                       --                 --            671,517
   Repayment of notes payable                                        --           (683,670)          (683,670)
   Contributions from stockholder                                    --                 --            978,655
   Proceeds from issuance of common stock                            --            349,876          1,953,576
                                                        -----------------------------------------------------
       Net cash provided by financing activities                738,362            942,366          6,528,557
                                                        -----------------------------------------------------

Net increase in cash                                             (3,896)          (133,929)            22,523

Cash, beginning of period                                        26,419            160,348                 --
                                                        -----------------------------------------------------

Cash, end of period                                        $     22,523       $     26,419       $     22,523
                                                        =====================================================

Supplementary cash flow information:
   Cash payments for income taxes                          $         --       $         --       $         --
                                                        =====================================================
   Cash payments for interest                              $        260       $      4,587       $     17,000
                                                        =====================================================
</TABLE>
                 See Accompanying Notes to Financial Statements
                                      F-5
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.   Description of business, HISTORY and summary of significant policies
     --------------------------------------------------------------------

     Description of business and history - Vista Continental Corporation, a
     Delaware corporation, (hereinafter referred to as the "Company" or "Vista")
     is a U.S.-based gold, zirconium and rare earth exploration and development
     company with the principal asset being the ownership of nine mining
     concessions in Peru through the 99% owned subsidiary, Quillabamba Mining,
     S.A.C. In addition to these concessions, on July 12, 2002, the Company also
     secured full mining rights on an additional 10 mining concessions owned by
     our majority shareholder through a Peruvian corporation, Minera Rio Grande
     Mining, S.A. These 19 claims form a virtually continuous claim block of
     approximately 65 kilometers along the Urubamba River in central Peru. The
     Company operations has been limited to exploration and drilling and is
     considered a development stage company in accordance with Statement of
     Financial Accounting Standards No. 7.

     On June 6, 2002, the Company entered into a Reorganization and Stock
     Purchase Agreement ("Agreement") to acquire all of the outstanding capital
     stock of Vista Continental Corporation, a Nevada Corporation
     ("Vista-Nevada"), in exchange for 39,837,355 shares of the Company's common
     stock ("Vista Transaction"). Prior to the Vista Transaction, the Company
     (formerly known as Century Laboratories, Inc.) was a non-operating public
     company with no operations or assets; and 4,108,982 shares of common stock
     issued and outstanding; and Vista-Nevada was a privately held company with
     assets being used for the mining exploration and drilling. The Vista
     Transaction is considered to be a capital transaction in substance, rather
     than a business combination. Inasmuch, the Vista Transaction is equivalent
     to the issuance of stock by a private company (Vista-Nevada) for the net
     monetary assets of a non-operational public company (Vista), accompanied by
     a recapitalization. The accounting for the Vista Transaction is identical
     to that resulting from a reverse acquisition, except goodwill or other
     intangible assets will not be recorded. Accordingly, these financial
     statements are the historical financial statements of Vista-Nevada.
     Therefore, these financial statements reflect activities from July 1, 1998
     (Date of Inception for Vista-Nevada) and forward. The Agreement related to
     the Vista Transaction stipulates the shareholders of Vista-Nevada to
     voluntarily exchange their shares with shares of Vista's common stock.
     However, only one stockholder representing approximately 75% of the shares
     outstanding of Vista-Nevada has acknowledged and agreed to exchange his
     shares of Vista-Nevada to shares of Vista pursuant to the Agreement. The
     remaining 25% stockholders of Vista-Nevada have neither acknowledged nor
     agreed to the provisions of the Agreement. Since stockholders representing
     25% of the outstanding capital of Vista-Nevada have neither acknowledged
     nor agreed to the Agreement, this portion of outstanding capital not owned
     by Vista is reflected as minority interest on Vista's accompanying balance
     sheet and statement of operations.

     In connection with the Vista Transaction, 73,946 shares of common stock
     were issued to certain former owners of Vista, which was recorded as
     administrative expenses in fiscal year 2002. In addition, 300,000 shares of
     common stock were issued to an officer of the Company as compensation for
     services rendered with the Vista Transaction, which was expensed in fiscal
     year 2002.

     Vista-Nevada commenced its mining exploration and drilling operations as a
     result of the acquisition of 99% of Quillabamba Mining, S.A.C.'s
     ("Quillabamba"), a Peruvian corporation organized on July 1, 1998,
     outstanding capital. Quillabamba is considered the predecessor entity of
     Vista-Nevada and all historical financial information is derived from
     Quillabamba. The remaining 1% capital of Quillabamba is owned by a Peruvian
     citizen, as required by governing Peruvian law.

     In March 2001, seven rental properties located in Las Vegas, Nevada and
     valued at $1,117,611 were contributed by an investor for 114,000 shares of
     the Company. The rental properties were contributed by the Company to Vista
     Management Holdings Co. LLC ("Vista Management") in exchange for a 99%
     ownership interest in Vista Management. In June 2001, one rental property
     located in Las Vegas, Nevada and valued at $132,660 was contributed by an
     investor for 13,000 shares. The other 1% of each rental property is
     controlled by Alberto DoCouto, majority stockholder of the Company, through
     ownership in another entity.

                                       F-6
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.   Description of business and summary of significant policies (continued)
     -----------------------------------------------------------

     On January 28, 2004, the Board of Directors of the Company voted to
     dissolve the Corporation's wholly owned subsidiaries, Vista Management
     Holdings Company, L.L.C., and Vista Management Holdings Co. II, LLC due to
     their respective inactivity.

     In August 2004, the Company consummated the acquisition of 40% of the
     outstanding capital stock of Miranda Mining I, a corporation incorporated
     in the country of Guyana, from Miranda III Mining, a corporation
     incorporated in the country of Guyana and owned 100% by Mr. DoCouto, in
     exchange for 36,000,000 shares of the Company's common stock pursuant to an
     Asset Purchase Agreement. The remaining 60% ownership of Miranda Mining I
     is owned by Mr. DoCouto. This transaction has been accounted for as an
     investment by the Company under the equity method since it does not own
     controlling interest or have the ability to exercise control. The Company
     has recorded this transaction at an amount totaling $1,485,927 based upon
     its 40% interest of the net book value of the assets of Miranda Mining I
     which is reflected on a historical basis less any accumulated depreciation.
     Miranda Mining 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.

     Going concern - The Company incurred net losses of approximately
     $14,913,000 from the period of July 1, 1998 (Date of Inception) through
     September 30, 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.

     Year end - The Company's year end is September 30.

     Principles of consolidation - The consolidated financial statements include
     the accounts of the Company and its subsidiaries. All significant
     intercompany transactions and balances have been eliminated.

     Use of estimates - The preparation of consolidated financial statements in
     conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results
     could differ from those estimates.

     Property and equipment and rental properties - Property and equipment and
     rental properties are stated at cost less accumulated depreciation.
     Depreciation is provided principally on the straight-line method over the
     estimated useful lives of the assets, which are generally 3 to 27 years.
     The amounts of depreciation provided are sufficient to charge the cost of
     the related assets to operations over their estimated useful lives. The
     cost of repairs and maintenance is charged to expense as incurred.
     Expenditures for property betterments and renewals are capitalized. Upon
     sale or other disposition of a depreciable property, cost and accumulated
     depreciation are removed from the accounts and any gain or loss is
     reflected in other income.

     The Company periodically evaluates whether events and circumstances have
     occurred that may warrant revision of the estimated useful life of fixed
     assets or whether the remaining balance of fixed assets should be evaluated
     for possible impairment. The Company uses an estimate of the related
     undiscounted cash flows over the remaining life of the fixed assets in
     measuring their recoverability.

                                      F-7
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.   Description of business and summary of significant policies (continued)
     -----------------------------------------------------------

     Income taxes - The Company accounts for its income taxes in accordance with
     Statement of Financial Accounting Standards No. 109, which requires
     recognition of deferred tax assets and liabilities for future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases and tax credit carryforwards. Deferred tax assets and liabilities
     are measured using enacted tax rates expected to apply to taxable income in
     the years in which those temporary differences are expected to be recovered
     or settled. The effect on deferred tax assets and liabilities of a change
     in tax rates is recognized in operations in the period that includes the
     enactment date.

     Management feels the Company will have a net operating loss carryover to be
     used for future years. Such losses may not be fully deductible due to the
     significant amounts of non-cash service costs. The Company has established
     a valuation allowance for the full tax benefit of the operating loss
     carryovers due to the uncertainty regarding realization. The Company is
     additionally delinquent on filing their Nevada Business Tax Returns and
     Delaware Annual Report. The Company is considered in "Good Standing" per
     The Secretary of State of Delaware.

     Net loss per common share - The Company computes net loss per share in
     accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
     Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and
     SAB 98, basic net loss per share is computed by dividing the net loss
     available to common stockholders for the period by the weighted average
     number of shares of common stock outstanding during the period. The
     calculation of diluted net loss per share gives effect to common stock
     equivalents; however, potential common shares are excluded if their effect
     is antidilutive. For the years ended September 30, 2004 and 2003 and for
     the period from July 1, 1998 (Date of Inception) through September 30,
     2004, no options and warrants were excluded from the computation of diluted
     earnings per share because their effect would be antidilutive.

     Comprehensive income (loss) - The Company has no components of other
     comprehensive loss. Accordingly, net loss equals comprehensive loss for all
     periods.

     Concentration of risk - A significant amount of the Company's assets are
     located in Peru. Due to recent events occurring in Peru, the Company has
     decided to postpone its 2003 drilling operations. The guerilla terrorist
     group "Shining Path" had staged raids on certain mining camps in Peru,
     including an attack on July 23rd, 2003 of a Canadian mining exploration
     camp located approximately 110 miles from Vista's Camp. The Company's plan
     to begin Phase 2 of its drilling program has been indefinitely placed on
     hold until such time it has been determined to proceed without any safety
     concerns.

     Revenue recognition - The Company has no revenues to date from its mining
     operations. Rental house income and expenses are netted in other income
     (expense). Mine exploration costs are expensed as incurred.

     Advertising costs - The Company recognizes advertising expenses in
     accordance with Statement of Position 93-7 "Reporting on Advertising
     Costs." Accordingly, the Company expenses the costs of producing
     advertisements at the time production occurs, and expenses the costs of
     communicating advertisements in the period in which the advertising space
     or airtime is used. The Company has recorded no significant advertising
     costs for the years ended September 30, 2004 and 2003 and the period from
     July 1, 1998 (Date of Inception) through September 30, 2004.

                                      F-8
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1.   Description of business and summary of significant policies (continued)
     -----------------------------------------------------------

     Stock-based compensation - The Company applies Accounting Principles Board
     ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
     Related Interpretations, in accounting for stock options issued to
     employees. Under APB No. 25, employee compensation cost is recognized when
     estimated fair value of the underlying stock on date of the grant exceeds
     exercise price of the stock option. For stock options and warrants issued
     to non-employees, the Company applies SFAS No. 123, Accounting for
     Stock-Based Compensation, which requires the recognition of compensation
     cost based upon the fair value of stock options at the grant date using the
     Black-Scholes option pricing model.

     The following table represents the effect on net loss and loss per share if
     the Company had applied the fair value based method and recognition
     provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
     "Accounting for Stock-Based Compensation", to stock-based employee
     compensation for the year ended September 30, 2004 and 2003:
<TABLE>
<CAPTION>
                                                                               2004              2003
                                                                       ----------------   -----------------
<S>                                                                    <C>                <C>
         Net loss, as reported                                         $     (1,108,235)  $      (2,601,521)
         Add:  Stock-based employee compensation expense
             included in reported loss, net of related tax effects                   --                  --
         Deduct:  Total stock-based employee compensation
             expense determined under fair value based methods
             for all awards, net of related tax effects                              --             (26,834)
                                                                       ----------------   -----------------

              Pro forma net loss                                       $     (1,108,235)  $      (2,628,355)
                                                                       ================   =================

              Net loss per common share:
                  Basic and fully diluted loss per share, as reported  $          (0.02)  $           (0.07)
                                                                       ================   =================
                  Basic and fully diluted loss per share, pro forma    $          (0.02)  $           (0.07)
                                                                       ================   =================
</TABLE>

     There were no stock options granted for the year ended September 30, 2004
     and 2003.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure". SFAS No. 148 amends the transition
     and disclosure provisions of SFAS No. 123. The Company is currently
     evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123 to
     account for employee stock options using the fair value method and, if so,
     when to begin transition to that method.

     New accounting pronouncements -
     -----------------------------

     In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an
     amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB
     No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
     abnormal amounts of idle facility expense, freight, handing costs, and
     spoilage. This statement requires that those items be recognized as current
     period charges regardless of whether they meet the criterion of "so
     abnormal" which was the criterion specified in ARB No. 43. In addition,
     this Statement requires that allocation of fixed production overheads to
     the cost of production be based on normal capacity of the production
     facilities. This pronouncement is effective for the Company beginning
     October 1, 2005. The Company has not yet assessed the impact on adopting
     this new standard.


                                      F-9
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.   Description of business and summary of significant policies (continued)
     -----------------------------------------------------------


     New accounting pronouncements (continued)
     ------------------------------

     In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
     Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
     Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
     Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.
     Generally, the approach in SFAS No. 123(R) is similar to the approach
     described in SFAS No. 123. However, SFAS No. 123(R) requires all
     share-based payments to employees, including grants of employee stock
     options, to be recognized in the income statement based on their fair
     values. Pro forma disclosure is no longer an alternative. The new standard
     will be effective for the Company in the first interim or annual reporting
     period beginning after December 15, 2005. The Company expects the adoption
     of this standard will have a material impact on its financial statements.

2.   PROPERTY AND EQUIPMENT AND RENTAL PROPERTIES
     --------------------------------------------

     Property and equipment consist of the following as of September 30, 2004:
          Mining equipment                                $        716,543
          Office computers and equipment                            39,513
          Leasehold improvements                                    46,066
                                                          ----------------
                                                                   802,122
          Less:  accumulated depreciation                          595,872
                                                          ----------------
          Property and equipment, net                     $        206,250
                                                          ================

     As of September 30, 2004, the Company does not own any rental properties.

3.   STOCKHOLDER'S EQUITY
     --------------------

     The Company and its counsel is currently re-evaluating an issuance of
     600,000 shares of stock which occurred during the year ended September 30,
     2002. These shares were issued as restricted stock to a non-affiliate as a
     reimbursement to the non-affiliate for paying 300,000 shares of
     free-trading stock for investor relations services. Due to recent actions
     by the Securities Exchange Commission for potentially similar transactions,
     the Company is evaluating the need to cancel this issuance. Should the
     Company and it's counsel determine this issuance is in violation of 5(a)
     and 5(c) of the Exchange Act, they have agreed to cancel this issuance. The
     effect on the financial statements would be an increase in Retained
     Earnings 1,080,000, with a corresponding decrease in Common Stock by 600
     and a decrease in Additional Paid In Capital of 1,079,400.

     On December 12, 2002, the Company issued 2,656,595 shares to a shareholder
     for cash that had previously been contributed to the company. In prior
     years, the cash was recorded as an additional paid in capital rather than
     as a loan. The new issuance of shares is in relation to these
     contributions, thus the additional paid in capital has already been
     reported in prior years.

     The Company had entered into an agreement where the company issued
     12,500,000 shares of stock as collateral for a loan. In April 2003,
     borrowing terms favorable to Vista could not be obtained and the shares
     were returned to Vista.

     During the year ended September 30, 2003, the Company issued 565,000 shares
     of stock, in exchange for $349,311.

       The company issued 736,113 shares of common stock in exchange for
       services valued at $513,415.

                                      F-10
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


3.   STOCKHOLDER'S EQUITY (continued)
     ---------------------

     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 July 7, 2003, Albert DoCouto received 5,341,749 shares of stock in
     exchange for loans he had made to the company for the amount of
     $934,805.97.

       During the year ended September 30, 2003, the Company recorded $632,428
       of stock option expense.

     In September 2004, the Company issued 36,000,000 shares of common stock for
     40% ownership interest in Miranda Mining I as discussed in Note 1 and Note
     5. Alberto DoCouto is due to file a Form 4 with the Securities and Exchange
     Commission related to this purchase. Management has stated Mr. DoCouto
     intends to file this Form 4 shortly.

     During the year ended September 30, 2004, the Company recorded $535,000 of
     stock option expense.

     The officers and directors of the Company are currently delinquent in
     filing their respective Form 5, Statement of Beneficial Ownership, with the
     Securities and Exchange Commission. Management has stated the officers
     intend to file their Form 5's shortly.

4.   LOAN FROM STOCKHOLDER
     ---------------------

     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 $802,838 at September 30, 2004, which are unsecured, due
     on demand and bears no interest. During the year ended September 30, 2003,
     the Company converted $934,806 of loans from Mr. DoCouto into 5,341,749
     shares of common stock, $0.175 per share. Additionally, Mr. DoCouto had
     advanced cash to the Company in prior years, which was recorded as
     shareholder contribution. During the year ended September 30, 2003, the
     Company issued 2,656,595 shares of common stock for $1,593,957 of cash
     contributed in prior years.

5.   INVESTMENT IN MIRANDA 1
     -----------------------

     In August 2004, the Company consummated the acquisition of 40% of the
     outstanding capital stock of Miranda I Mining, a corporation incorporated
     in the country of Guyana, from Miranda III Mining, a corporation
     incorporated in the country of Guyana, owned 100% by Mr. DoCouto, in
     exchange for 36,000,000 shares of the Company's common stock pursuant to
     Asset Purchase Agreement. The remaining 60% ownership of Miranda Mining I
     is owned by Mr. DoCouto. This transaction has been accounted for as an
     investment by the Company under the equity method since it does not own
     controlling interest or have the ability to exercise control. The Company
     has recorded this transaction at an amount totaling $1,485,927 based upon
     its 40% interest of the net book value of the assets of Miranda Mining I
     which is reflected on an historical basis less any accumulated
     depreciation. Miranda Mining 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. Miranda 1 is
     currently undergoing an audit by Ram & McRae, Chartered Accountants in
     Guyana, South America. Upon completion, management intends on filing an
     amendment to the 8-K filed on August 19, 2004. This Form 8-K/A should
     include the required financial statements and proforma's related to this
     purchase.

     The closing price of the Company's common stock on June 30, 2004 was $0.20.
     The value of the investment is recorded at the historical basis less any
     accumulated depreciation, which is less than the market price of the common
     stock. The market value of the stock, on June 30, 2004, given to Mr.
     DoCouto was $7,200,000 of restricted common stock. The investment is
     recorded on the books of the company at $1,485,927. On a per share basis,
     the stock was given to Mr. DoCouto at $0.0413 per share. Mr. DoCouto is due
     to file a Form 4 with the Securities and Exchange Commission related to
     this purchase. Management has stated Mr. DoCouto intends to file this Form
     4 shortly.

                                      F-11
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


6.   RELATED PARTY TRANSACTIONS
     --------------------------

     On December 19, 2003, the Board of Directors voted to sell a Model 8DXT
     Nessie Cutter Dredge and its related parts to Alberto DoCouto for $245,380.

     See Note 1 and 5 regarding the Company's investment in Miranda I.

7.   AGREEMENT TO SHARE MINING EXPENSES
     ----------------------------------

     Beginning in October 2002, the Company 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 the
     Company'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. The Company and the majority shareholder agreed that the
     Company would pay all costs and the Company 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 year ended
     September 30, 2003, the Company reduced both its mining expenses and the
     note payable to shareholder by $199,531. For the year ended September 30,
     2004, the Company did not incur expenses related to its Peruvian mining
     camp.

     The company has not completed a mining reserve study in recent years and
     due to the potential costs involved, does not anticipate doing so in the
     near future as the management feels the respective costs may be
     prohibitive.

8.   SALE OF RENTAL PROPERTIES
     -------------------------

     For the year ended September 30, 2003, the Company sold six of its rental
     properties for approximately $1,032,800. As a result, the Company recorded
     approximately $143,000 in gain on sale for the year ended September 30,
     2003.

     For the year ended September 30, 2004, the Company sold the remaining two
     rental properties for approximately $332,000 and recognized a gain on sale
     of approximately $56,000.




                                      F-12
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


9.   STOCK OPTIONS
     -------------

     Stock options - The Company's Stock Option Plan (the "Plan") provides for
     the grant of shares of non-qualified options to directors, officers and
     employees, and opportunities for directors, officers, employees and
     consultants of the Company to make purchases of stock in the Company. The
     Plan's issuances are administered by the Company's Board of Directors, who
     have substantial discretion to determine the recipients, amounts, time,
     price, exercise terms, and restrictions, if any.

     The Company uses the intrinsic value method of calculating compensation
     expense to employees. During fiscal year 2001, the Company issued stock
     options to employees and directors. The difference between the cash selling
     price of $10 per share and the option exercise price of $5 per share, for
     560,000 options was $2,800,000, which is being recognized as compensation
     expense for the issuance of these options. $373,750 was recognized in 2001,
     $927,857 in 2002, $642,143 in 2003, $535,000 in 2004, and $253,750 and
     $67,500 will be recognized in 2005 and 2006, respectively.

     During the year ended September 30, 2002, the Company granted stock options
     to employees totaling 200,000 and 100,000 shares of its common stock with a
     strike price of $10 and $5 per share, respectively. There were no stock
     options granted during the year ended September 30, 2003. Certain stock
     options were exercisable upon grant and have a life ranging from 2 to 5
     years. The following table summarizes the Company's stock options activity:

                                                 Number           Weighted
                                                   of              Average
                                                 Options       Exercise Price
                                             ---------------  ----------------
     Balance, September 30, 2002                     740,000  $           6.33
              Options granted and assumed                 --                --
              Options canceled                            --                --
              Options expired                        (10,000)             5.00
              Options exercised                           --                --
                                             ---------------  ----------------

     Balance, September 30, 2003                     740,000              6.35
              Options granted and assumed                 --                --
              Options canceled                            --                --
              Options expired                        (40,000)             5.00
              Options exercised                           --                --
                                             ---------------  ----------------

     Balance, September 30, 2004                     700,000  $           6.43
                                             ===============  ================

     Pro forma disclosure - Pro forma information regarding net income (loss)
     and net income (loss) per share, as disclosed in Note 1, has been
     determined as if the Company had accounted for its employee stock-based
     compensation plans and other stock options under the fair value method of
     SFAS 123. The fair value of each option grant is estimated on the date of
     grant using the Black-Scholes option pricing model with the following
     weighted-average assumptions used for grants under the fixed option plans:

                                                                      2002
                                                                      ----
     Weighted-average risk free interest rate                         5.00%
     Expected life of option (years)                                  3.00
     Expected stock volatility                                      109.77%
     Expected dividend yield                                          0.00%


                                      F-13
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


9.   STOCK OPTIONS (continued)
     -------------

     The following table summarizes information about options outstanding and
     exercisable at September 30, 2004:
<TABLE>
<CAPTION>
                                                                                   Shares Underlying
                              Shares Underlying Options Outstanding               Options Exercisable
                      ---------------------------------------------------  ---------------------------------
                                            Weighted
                           Shares            Average                            Shares
                         Underlying         Remaining        Weighted         Underlying        Weighted
         Exercise          Options         Contractual        Average           Options          Average
           Price         Outstanding      Life (Years)    Exercise Price      Exercisable    Exercise Price
     ---------------  ----------------  ---------------   ---------------  ---------------   ---------------
<S>  <C>                   <C>                <C>         <C>                      <C>       <C>
     $       5.00          500,000            0.42        $     5.00               500,000   $     5.00
     $      10.00          200,000            1.33             10.00               200,000        10.00
     ---------------  ----------------  ---------------   ---------------  ---------------   ---------------
                           700,000            0.68        $     6.43               700,000   $     6.43
     ===============  ================  ===============   ===============  ===============   ===============
</TABLE>
<TABLE>
<CAPTION>
                       Exercise Price
                      Equals, Exceeds or
        Number of     is Less Than Mkt.    Weighted                           Weighted
     Remaining Options Price of Stock       Average          Range of          Average
          Granted       on Grant Date    Exercise Price   Exercise Price      Fair Value
     ---------------  ----------------  ---------------   ---------------  ---------------
<S>          <C>       <C>              <C>               <C>       <C>    <C>
                  --       Equals       $            --   $            --  $            --
             200,000       Exceeds                10.00             10.00             0.13
             500,000      Less Than                5.00              5.00             0.26
     ---------------                    ---------------   ---------------  ---------------
             700,000                    $          7.19   $ 5.00  - 10.00  $          0.22
     ===============                    ===============   ================ ===============
</TABLE>

10.  LITIGATION

     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 (the "Agreement"). Pursuant to the Agreement, the
     Company was to convey 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 Company previously reported that closing of the Agreement occurred on
     June 6, 2002 and that 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.

     The Company has recently discovered, however, that the shares of the
     Company were never issued to the shareholders of VCC Nevada. On or about
     June 6, 2002 the Nevada Stock was owned by approximately 400 shareholders.
     Therefore, the Company believes that the exemption from registration
     provided by Section 4(2) of the Securities Act is not applicable to the
     issuance of the Shares in exchange for the Nevada Stock. Therefore, in
     order to comply with applicable securities regulations and to consummate
     the acquisition of VCC Nevada, the Company plans to file a registration
     statement on Form SB-2 or Form S-4 to register the Shares to be issued in
     exchange for the Nevada Stock and to complete the share exchange
     contemplated by the Agreement.

     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
     corrective action plan. The commission responded by letter dated December
     5, 2003, which requested additional information from the Company. The
     Company is in the process of preparing a response to the December 5, 2003
     letter.

                                      F-14
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


10.  LITIGATION (continued)
     ----------

     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, and assigned Civil Case
     Number: 03-CV-2281. The complaint 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.

11.      MINORITY INTEREST

     In 2002, there were 9,839,827 shares of the prior entity, which had not
     consented to the June 6, 2002 Reorganization and Stock Purchase Agreement.
     The percentage of income related to the minority ownership has been
     reflected on the balance sheet and statement of operations. 24.70% of the
     income from operations and interest expense has been removed and recorded
     against the minority interest balance. This amount was $846,920 and
     $415,142 in 2003 and 2004, respectively.

      -------------------------------------------------------------------------
      Minority Interest, Beginning Balance                           6,548,063
      -------------------------------------------------------------------------
       2003 Income (Loss) From Operations and Interest Expense      (3,428,826)
       Minority Interest Percentage                                      24.70%
                                                                        ------
       Minority Interest, 2003                                        (846,920)
       Minority Interest related to Vista Management Holdings, LLC
                                                                           (66)
       Minority Interest, 9/30/03                                    5,701,077
      -------------------------------------------------------------------------
       2004 Income (Loss) From Operations and Interest Expense      (1,680,737)
       Minority Interest Percentage                                      24.70%
                                                                        ------
       Minority Interest, 2004                                        (415,142)
       Minority Interest related to Vista Management Holdings, LLC
                                                                           158
       Minority Interest, 9/30/04                                    5,286,093
      -------------------------------------------------------------------------

     The "Minority Interest related to Vista Management Holdings, LLC" is
     representative of the 1% of Vista Management Holdings, LLC (property
     management company) which the company does not own.

12.  SUBSEQUENT EVENTS
     -----------------

     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.

                                      F-15
<PAGE>

                          VISTA CONTINENTAL CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


12.  SUBSEQUENT EVENTS (continued)
     -----------------

     In November 2004, one of the company's director's, Dennis Hare, has passed
     away. The Board of Directors has resolved to find a suitable replacement
     for Mr. Hare.




















                                      F-16
<PAGE>

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officer, as appropriate to allow timely
decisions regarding required disclosure.

Evaluation of disclosure, controls and procedures.
--------------------------------------------------

Based on their evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of the end of the period covered by this annual report on Form
10-KSB the Company's chief executive officer has concluded that the Company's
disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and are operating in an
effective manner.

Changes in internal controls over financial reporting.
------------------------------------------------------

There were no changes in the Company's internal controls over financial
reporting or in other factors that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.

ITEM 8B.  OTHER INFORMATION

On October 25, 2004, Hunter Wise Financial Group, LLC was engaged to provide
advisory services in the area of corporate finance and capital placement
transactions. Engagement fees were 430,000 shares of restricted stock.

                                                                   Page 23 of 35
<PAGE>

On November 8, 2004, Dailyfinancial.com, Inc. was engaged to provide business
advisory and public relations services. Dailyfinancial.com, Inc. purchased
400,000 restricted shares for $400 in connection with the consulting agreement.

The Passing of Director Dennis Hare
-----------------------------------

In November 2004, Mr. Dennis Hare unfortunately passed away. At this time, Mr.
Hare's position has yet to be filled. The Directors hope to temporarily fill
this position shortly and placed before the shareholders for appropriate
ratification.

Resignation of the Chief Financial Officer
------------------------------------------

On January 20, 2005, Mr. Arthur de Joya resigned as the Company's Chief
Financial Officer to spend more time on De Joya & Company, an accounting
practice he founded in 2003. However, Mr. de Joya will continue to assist the
Company as a consultant.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and directors of the company are listed below. Directors are elected to
hold office until the next annual meeting of shareholders and until their
successors are elected or appointed and qualified. Officers are appointed by the
board of directors until a successor is elected and qualified or until
resignation, removal or death.

      Name                Age                     Position
-----------------      ----------       ---------------------------
Lawrence Nash              62           CEO, President
Howard Rubinoff            47           Secretary
Steven Hegedus             70           Director
Richard Smythe             59           Director
Takao Nishimura            51           Director
Ashak Rustom               64           Director, Accounting Principal


                                                                   Page 24 of 35
<PAGE>

Officers and Directors
----------------------

Dr. Lawrence Nash is the current Chief Executive Officer and President of the
Company. Dr. Nash formerly served as President from November 2001 to July 2002
and was reappointed in May 2003. Dr. Nash is a graduate of the University of
Toronto and has a Graduate Diamond certificate. He is past CEO and President of
West Nevada Precious Metals Corp., a mining resource company. He held the post
of Senior Strategic Analyst for Nova Continental Developments Corporation, a
Nevada and Canada based real estate development company. Dr. Nash was
instrumental in the identification and acquisition of twelve of the concessions
now forming part of the Vista holdings and associated properties.

Howard Rubinoff is Secretary of the Company and has served this position since
September 1999. Mr. Rubinoff is a partner at the law firm Fogler, Rubinoff LLP
in Canada. Mr. Rubinoff has over 15 years experience in corporate and commercial
law with an emphasis on mergers and acquisitions, financing and securitization.
His clients include financial institutions and public companies. He is a
graduate of Windsor Law School and also attended Detroit College of Law. He has
traveled extensively assisting clients in their corporate expansions. Mr.
Rubinoff's firm is a Canadian member of the International Lawyers Network, a
network of law firms worldwide.

Ashak Rustom has been a Director of the Company since December 2000 and is
currently the Accounting Principal. Mr. Rustom also served as the CFO and
Treasurer of the Company from March 2003 to November 2003. Mr. Rustom has been
with the company since it was formed in September 1999. Mr. Rustom has previous
experience in project management, contract administration, financing, cash
flow projections, and property valuations cost control as well as forecasts,
and financial planning. Mr. Rustom has over 40 years experience in corporate
finance and management of risk capital investments.

Dr. Steven Hegedus is a Director of the Company. Dr. Hegedus has served as
Director of the Company since December 2000. Dr. Hegedus received his Doctor of
Dental Surgery from the University of Toronto and has a thriving orthodontic
practice in Welland and Niagara Falls, Ontario. Dr. Hegedus has an extensive
background in real estate holdings, development and business ventures as the
owner of Helubar Corporation, an Ontario real estate holdings corporation, and
as President of Villa Mora Corporation, an Ontario real estate development
company.

Dr. Richard Smythe is a Director of the Company. Dr. Smythe has served as
Director of the Company since June 2002. Dr. Smythe has 25 years experience
working with gas emissions and gas study research and testing technique
development. Dr. Smythe received his Ph.D in Analytical Chemistry at the
University of Waterloo (Ontario). Dr. Smythe then did a post-doctoral fellowship
at the State University of New York in Buffalo. Dr. Smythe has acted as adjunct
research supervisor at Brock University in St. Catherines, Ontario. Dr. Smythe
has operated his own testing and analysis laboratory and continues to act as
consulting senior scientist for Walker Industries. Dr. Smythe is qualified as an

                                                                   Page 25 of 35
<PAGE>

expert witness throughout the court systems of the province of Ontario as well
as the States of New York and Pennsylvania. Dr. Smythe has had numerous articles
published in scientific journals.

Takao Nishimura is a Director of the Company. Mr. Nishimura has served as
Director of the Company since December 2000. Mr. Nishimura graduated with a
Bachelor's degree from Kyoto University of Foreign Study in 1977 and is an
executive member of the Asian Pacific Alliance of YMCAs and an executive member
of the alliance of YMCAs in Japan, as well as being District Governor of T's
Men's Club of Toshin District in Japan. Mr. Nishimura is President of Netwest
USA, Inc. of Nevada, and President of Ebiyusa Co. of Osaka, Japan.

The Passing of Director Dennis Hare
-----------------------------------

In November 2004, Mr. Dennis Hare unfortunately passed away. At this time, Mr.
Hare's position has yet to be filled. The Directors hope to temporarily fill
this position shortly and placed before the shareholders for appropriate
ratification.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

To the Company's knowledge, based solely upon a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 2003, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, except that the following
transactions have not been reported by the following persons or entities:

West Nevada Precious Metals Corporation, a Nevada corporation owned and
controlled by Alberto DoCouto, has not filed Form 4's for the following
transactions:

Open Market Purchases:

On 12/04/02, 1000 shares were purchased for $1.20 per share.
On 12/04/02, 1000 shares were purchased for $1.18 per share.
On 12/05/02, 1000 shares were purchased for $1.18 per share.
On 12/05/02, 1000 shares were purchased for $1.20 per share.
On 12/06/02, 1000 shares were purchased for $1.15 per share.
On 12/06/02, 2000 shares were purchased for $1.15 per share.
On 12/09/02, 2000 shares were purchased for $1.10 per share.
On 12/11/02, 1000 shares were purchased for $1.18 per share.
On 12/11/02, 1000 shares were purchased for $1.16 per share.
On 12/11/02, 1000 shares were purchased for $1.20 per share.
On 12/12/02, 1000 shares were purchased for $1.15 per share.
On 12/12/02, 1000 shares were purchased for $1.20 per share.
On 12/13/02, 1000 shares were purchased for $1.15 per share.
On 12/16/02, 2000 shares were purchased for $1.18 per share.
On 12/17/02, 1000 shares were purchased for $1.15 per share.
On 12/17/02, 1000 shares were purchased for $1.18 per share.
On 12/18/02, 1000 shares were purchased for $1.15 per share.


                                                                   Page 26 of 35
<PAGE>

On 12/19/02, 1000 shares were purchased for $1.15 per share.
On 12/26/02, 1000 shares were purchased for $1.15 per share.
On 12/30/02, 2000 shares were purchased for $ .80 per share.
On 12/31/02, 4000 shares were purchased for $ .75 per share.
On 1/02/03, 16,000 shares were purchased for $ .66 per share.
On 1/03/03, 1000 shares were purchased for $. 95 per share.
On 1/06/03, 2000 shares were purchased for $.75 per share.
On 1/07/03, 2000 shares were purchased for $.66 per share.
On 1/08/03, 1000 shares were purchased for $.87 per share.
On 1/13/03, 1000 shares were purchased for $.82 per share.
On 1/14/03, 1000 shares were purchased for $.82 per share.
On 1/14/03, 1000 shares were purchased for $.75 per share.
On 1/14/03, 1000 shares were purchased for $.73 per share.
On 1/16/03, 1000 shares were purchased for $.73 per share.
On 1/27/03, 1000 shares were purchased for $.75 per share.
On 1/28/03, 1000 shares were purchased for $.75 per share.
On 1/29/03, 1000 shares were purchased for $.72 per share.
On 2/06/03, 1000 shares were purchased for $.75 per share.
On 2/06/03, 1000 shares were purchased for $.70 per share.

Shares Acquired From The Company in Exchange for Debt:

In December 2002, 2,656,595 shares were issued in exchange for $1,593,957 in
debt. In July 2002, 5,341,749 shares of the Company's stock were exchanged for
debt in the amount of $934,806.

Shares Sold in Private Transaction:

On August 8, 2003, 500,000 shares were transferred to William Brooks, the
Company's Chief Engineer, for $.05 per share.

On August 19, 2004, Vista Continental Corporation ("Vista") acquired 4,000
shares of Miranda Mining I (Guyana), Inc., a corporation incorporated under the
Companies Act of Guyana ("Miranda I") from Miranda III Mining (Guyana), Inc., a
corporation incorporated under the Companies Act of Guyana ("Miranda III") in
exchange for the issuance of 36,000,000 restricted shares of Vista common stock,
$.001 par value pursuant to the Asset Purchase Agreement, dated June 30, 2004
between Vista and Miranda III ("the Agreement"). A copy of the Agreement is
attached to a July 1, 2004 Form 8K as Exhibit 10.1 and is hereby incorporated by
reference. The 4,000 shares of capital stock of Miranda I acquired by Vista
represents a 40% ownership interest in Miranda I. The above summary description
of the terms and conditions of the Agreement is qualified in its entirety by the
specific terms and conditions of the Agreement. Miranda III is 100% owned by
Alberto DoCouto, who is the majority shareholder of Vista. Furthermore, Mr.
DoCouto owns and controls the remaining 60% of Miranda I.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid or accrued to our officers and directors. Officers and
consultants compensation is in arrears 90 days.

                                                                   Page 27 of 35
<PAGE>
<TABLE>
<CAPTION>
                                    Annual Compensation                 Long term compensation
                                    -------------------                 ----------------------
                                                                  Awards      Awards         Payouts
                                                                  ------      ------         -------
                                                     Other      Restricted  Securities
Name and                                             Annual       Stock      Options     LTIP    All other
Principal Position  Year     Salary($)  Bonus($)  Compensation  Awards(4)    /SAR(4)    payout  compensation
------------------  ----     ---------  --------  ------------  ----------  ----------  ------  ------------
<S>                 <C>       <C>       <C>       <C>             <C>       <C>         <C>     <C>
Ashak Rustom        2000        nil                               200,000   100,000(1)
Director            2001      $14,000
                    2002      $32,499
                    2003      $47,652
                    2004(est) $51,000

Takao Nishimura     2000         nil                              200,000   100,000(1)
Director            2001         nil
                    2002         nil
                    2003         nil
                    2004         nil

Dr. Richard
Smythe              2000         nil                               10,000   100,000(2)
Director            2001         nil
                    2002         nil
                    2003         nil
                    2004         nil

Dr. Steve           2000         nil                              200,000   100,000(1)
Hegedus             2001         nil
Director            2002         nil
                    2003         nil
                    2004         nil



                                                                   Page 28 of 35
<PAGE>


Lawrence Nash       2001         nil                               50,000   100,000(3)
CEO, President      2002       $97,799
                    2003       $28,500
                    2004       $78,000
                    2004       $92,300

Arthur de Joya      2003       $27,500
(Former CFO)        2004       $66,000

Howard Rubinoff     2000         nil
Secretary           2001         nil
                    2002         nil
                    2003         nil
</TABLE>

(1)  Option Price is $5.00 with an expiration date of January 1, 2005
(2)  Option Price of $10.00 with an expiration date of January 1, 2005
(3)  Option Price of $5.00 with an expiration date of November 5, 2005.
(4)  The Options and shares issued are Vista Nevada shares, not Vista Delaware
     shares. Please see section entitled "2002 Reorganization and Stock Purchase
     Agreement" under "Description of Business"

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

The following table sets forth certain information as of September 30, 2004 with
respect to the beneficial ownership of common stock by (i) each person who to
the knowledge of the Company, beneficially owned or had the right to acquire
more than 5% of the Outstanding common stock, (ii) each director of the Company
and (iii) all executive offices and directors of the Company as a group.

<TABLE>
<CAPTION>
Title of Class    Name of Beneficial           Amount and Nature         Percent
--------------    Owner                        Of Beneficial Ownership   of class(1)
                  ------------------           -----------------------   -----------
<S>               <C>                                      <C>                <C>
Common            Ashak Rustom                             0                  0
                           (Director, Accounting
                           Principal)

Common            Takao    Nishimura                       0                  0
                            (Director)

Common            Richard Smythe                           0                  0
                           (Director)

Common            Steven Hegedus                           0                  0
                           (Director)

Common            Lawrence Nash                      308,000 D               <1%
                           (President, CEO)


                                                                   Page 29 of 35
<PAGE>


Common            Alberto DoCouto                     76,998,344 (2)(3)      81%
                            (Majority Shareholder)
-------------------------------------------------------------------------------------
Common                   Officers and Directors      308,000                 <1%
                                      as a Group.
</TABLE>
(1)  Based on shares 82,069,543 outstanding, including 30,000,000 shares
     exchanged.
(2)  7,998,344 shares owned indirectly through West Nevada Precious Metals, a
     Nevada corporation
(3)  36,000,000 shares owned indirectly through Miranda III Mining (Guyana),
     Inc., a Guyana corporation.

The following table sets forth certain information as of December 31, 2003 with
respect to the beneficial ownership of common stock assuming the exchange occurs
with all VCC Nevada shareholders following the filing of an appropriate
registration statement by (i) each person who to the knowledge of the Company,
beneficially owned or had the right to acquire more than 5% of the Outstanding
common stock, (ii) each director of the Company, and (iii) all executive offices
and directors of the Company as a group.

<TABLE>
<CAPTION>
Title of Class    Name of Beneficial           Amount and Nature          Percent
--------------    Owner                        Of Beneficial Ownership(2) of class(3)
                  ------------------           -----------------------    -----------
<S>               <C>                                   <C>                <C>
Common            Ashak Rustom                          287,544 D            <1%
                           (Director, Accounting
                           Principal)

Common            Takao    Nishimura                    360,500 D            <1%
                            (Director)                  100,000 I

Common            Richard Smythe                         10,000 D            <1%
                           (Director)

Common            Steven Hegedus                        200,000 D            <1%
                           (Director)                    37,500 I

Common            Lawrence Nash                          50,000 D             1%
                           (President, CEO)             332,715 I

Common            Howard Rubinoff                        25,000 D            <1%
                           (Secretary)


                                                                   Page 30 of 35
<PAGE>


Common            Alberto DoCouto                    41,049,271 I(1)         75%
                           (Majority Shareholder)
--------------------------------------------------------------------------------------
Common                   Officers and Directors       1,403,259               2%
                                      as a Group.
</TABLE>
(1)  Ownership is through West Nevada Precious Metals Corporation and Tamer's
     Management Corporation.
(2)  The shares included are in Vista Nevada that have yet to be exchanged.
     Please see section entitled "2002 Reorganization and Stock Purchase
     Agreement" under Description of Business" The percentage of ownership are
     displayed as if the shares have been exchanged.
(3)  The 54,879,370 shares outstanding include 29,928,284 shares that are held
     for exchange, but have yet to be distributed. Please see section entitled
     "2002 Reorganization and Stock Purchase Agreement" under "Description of
     Business".

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As the majority of our voting common shares are beneficially owned through West
Nevada Precious Metals Corporation, a Nevada corporation and Tamers Management
Ltd., a Nevada corporation. These two corporations share offices with Vista.
Both corporations are beneficially owned by Mr. Alberto DoCouto. Mr. DoCouto
also owns various other companies.

The Company currently leases our office at 6600 West Charleston Blvd. The office
size is 6,100 square feet. The lease is for three years and commenced on
February 1, 2003. The monthly fee is $9,315. The Company shares a portion of the
space with West Nevada Precious Metals Corporation. Mr. Alberto DoCouto is the
beneficial owner of West Nevada Precious Metals and Tamer's Management, the
majority shareholder of the Company. At this time, the Company is in
negotiations to solidify a definitive Occupancy and Use Agreement retroactive to
February 1, 2003. Currently, the Company is paying the entire monthly fee under
the lease.

As the majority of our voting common shares are beneficially owned through West
Nevada Precious Metals Corporation and Tamers Management. Both corporations are
beneficially owned by Mr. Alberto DoCouto. Mr. DoCouto also owns various other
companies. One company so-controlled by Mr. DoCouto, Minera Rio Grande, S.A.
("Rio Grande") is a Peruvian mining company. Our Company and Rio Grande both
occupy and use the camp and processing facility established in Peru. The costs
of running and maintaining the camp, processing plant, equipment and facilities
are shared between our company and Rio under the terms of an orally agreed to
Occupancy and Use Agreement. A copy of the Agreement is hereby attached as
Exhibit 10.1. Mr. DoCouto has agreed to cover all the costs of maintaining the
camp until Vista begins its drilling program. Our Las Vegas Office Space is also
shared with other companies that are owned or controlled by Mr. DoCouto. At this
time, the Company is in negotiations to solidify a definitive retroactive
Occupancy and Use Agreement. Currently, the Company is paying the entire lease.

                                                                   Page 31 of 35
<PAGE>

West Nevada Precious Metals Corporation has made many loans to the Company.
These loans carry no interest. In total, West Nevada Precious Metals Corporation
has made a total of $3,130,678 in loans to the Company. In December 2002, the
Company agreed to exchange 2,656,595 shares of the Company's stock for debt in
the amount of $1,593,957. In July 2003, 5,341,749 shares of the Company's stock
were exchanged for debt in the amount of $934,806.

As of September 30, 2004, West Nevada Precious Metals Corporation has made a
total of $802,838 in loans to the Company, which has not been repaid.

In December 2003, the Company sold it's Model 8DXT Nessie Cutter Dredge and
related parts and equipment to West Nevada Precious Metal Corporation for debt
in the amount of $245,380.00, above Vista's net book by approximately $187,000.
Vista determined that the Dredge was unsuitable for operation in Peru.

On August 19, 2004, the Company acquired 4,000 shares of Miranda Mining I
(Guyana), a corporation incorporated under the Companies Act of Guyana ("Miranda
I") from Miranda III Mining (Guyana), Inc., a corporation incorporated under the
Companies Act of Guyana ("Miranda III") in exchange for the issuance of
36,000,000 restricted shares of Vista common stock, $.001 par value pursuant to
the Asset Purchase Agreement, dated June 30, 2004 between Vista and Miranda III
("the Agreement"). A copy of the Agreement is attached to a July 1, 2004 Form 8K
as Exhibit 10.1 and is hereby incorporated by reference. The 4,000 shares of
capital stock of Miranda I acquired by Vista represents a 40% ownership interest
in Miranda I. Miranda III is 100% owned by Alberto DoCouto, who is the majority
shareholder of Vista. Furthermore, Mr. DoCouto owns and controls the remaining
60% of Miranda I.
All related party transactions with entities controlled by Mr. DoCouto have been
approved by the Board of Directors of the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(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)


                                                                   Page 32 of 35
<PAGE>

3.5      Amendment of Certificate of Incorporation(4)

3.6      Amendment of Certificate of Incorporation

3.7      By-Laws of the Corporation (3)

10.1     Occupancy and Use Agreement

10.2     Asset Purchase Agreement (8)

10.3     Amended to Asset Purchase Agreement (9)

31.1     Certification by Chief Executive Officer

31.2     Certification by Chief Financial Officer

32.1     Chief Executive Officer's Written Certification Of Financial Statements
         Pursuant to 18 U.S.C. Statute 1350

32.2     Chief Financial Officer's Written Certification Of Financial Statements
         Pursuant to 18 U.S.C. Statute 1350
--------------------------------------------------------------------------------

(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

(6)  Incorporated by reference from the Company's Interim Report on Form 8-K
     filed on December 30th, 2003

(7)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
     for the fiscal year ended January 20, 2004

                                                                   Page 33 of 35
<PAGE>

(8)  Incorporated by reference from the Company's Interim Report on Form 8-K
     filed on July 1, 2004.

(9)  Incorporated by reference from the Company's Interim Report on Form 8-K/A
     filed on July 30, 2004.


(b)  Reports on Form 8K

     None.

ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The audit fees billed to the Company by Franklin Griffith &
Associates (formerly CFO Advantage, Inc.) for fiscal years ended September 30,
2003 and 2004 were approximately $26,000 and $23,000, respectively. These fees
pertain to the audit of the Company's annual financial statements and quarterly
Form 10-QSBs.

Audit-Related Fees, Tax Fees and All Other Fees. No "audit-related fees," "tax
fees" or "all other fees," as those terms are defined by the Securities and
Exchange Commission, were paid to CFO Advantage, Inc. for the fiscal years ended
September 30, 2003 and 2004. Audit-related fees paid to the former accountant,
Malone & Bailey, PLLC for fiscal year ended September 30, 2003 approximated
$16,000, which pertains to the quarterly Form 10-QSBs.









                                                                   Page 34 of 35
<PAGE>


                                   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.

                               VISTA CONTINENTAL CORPORATION



                               By: /s/ Lawrence Nash
                                   ------------------------------------------
                                   Lawrence Nash (Chief Executive Officer)
                                   Date: January 21, 2005


                               By: /s/ Howard Rubinoff
                                   ------------------------------------------
                                   Howard Rubinoff (Secretary)
                                   Date: January 21, 2005


                               By: /s/ Ashak Rustom
                                   ------------------------------------------
                                   Ashak Rustom (Director & Accounting
                                   Principal)
                                   Date: January 21, 2005


                               By: /s/ Takao Nishimura
                                   ------------------------------------------
                                   Takao Nishimura (Director)
                                   Date: January 21, 2005


                               By: /s/ Richard Smythe
                                   ------------------------------------------
                                   Richard Smythe (Director)
                                   Date: January 21, 2005


                               By: /s/ Steven Hegedus
                                   ------------------------------------------
                                   Steven Hegedus (Director)
                                   Date:  January 21, 2005

                                                                   Page 35 of 35