U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                Form 10-KSB
                              Amendment No. 1


          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended September 30, 2002



                    VISTA CONTINENTAL CORPORATION


                   COMMISSION FILE NO. 2-90519

        A Delaware Corporation           EIN: 72-0510027

                   6600 W. Charleston Blvd. # 118
                      Las Vegas, NV 89146

                    Telephone: 702-228-2077


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

$ 0.001 Par Value Common Shares

Indicate by check mark whether the registrant has (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or 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.

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
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-K or any amendment to this Form 10-K [X]

State the aggregate market value of the voting stock held by non
affiliates of the Registrant: As of September 30, 2002 $ 25,397,474

The number of shares outstanding of the Registrant's $0.0001 par
value common stock, its only class of equity securities as of
September 30, 2002, was 45,150,283 shares.














PART I

ITEM 1 and 2. DESCRIPTION OF BUSINESS AND PROPERTIES


Introduction

Vista Continental Corporation ("Vista") is a U.S.-based gold,
zirconium and rare earth exploration and development company
with our principal asset being our ownership of 9 mining concessions
in Peru through our 99% owned subsidiary Quillabamba Mining, S.A.C.
In addition to these concessions, on July 12, 2002 we also secured
full mining rights on an additional 10 mining concessions owned by
our majority shareholder through a Peruvian corporation, Rio Grande
Mining, S.A.  These rights were obtained in exchange for a 10% of
consolidated net income royalty and the assumption of Rio Grande's
10% net income royalty payable to a third party. These 19 claims
form a virtually continuous claim block of approximately 65
kilometers along the Urubamba River in central Peru.  here is
one claim that breaks up the continuous nature of our claim block
and we are presently engaged in negotiations to securing full mining
rights to this claim as well.

Company History

A predecessor entity, Quillabamba Mining, S.A.C., was organized
as a Peruvian corporation on July 1, 1998 (see Note 2).  The
Norsoca Trust was created as a California Business Trust on
July 25, 1998.  Thirty five shareholders contributed a total of
$1,430 for 1,430,000 shares.  The proceeds were used to incorporate
Vista Continental Development Corp., ("Vista Development"), a private
corporation, in Nevada on September 24, 1999.  The Norsoca
shareholders swapped their shares one for one for 1,430,000 shares
 of Vista and Norsoca was dissolved.  The owner of Quillabamba Mining
contributed his interest in Quillabamba for a majority ownership of
 Vista in 1999.  Vista Development changed its name to Vista Continental
Corporation ("Vista") on December 16, 1999.  On June 6, 2002 we
completed a reverse merger transaction with Century Laboratories,
Inc. ("Century"), a public company.  In this transaction all outstanding
shares of Vista were exchanged for 39,837,355 or approximately 90.7%,
of Century's common shares.  As a result of this transaction and the
resulting name change we are now a publicly traded company on the NASDAQ
Bulletin Board ("OTCBB") under the symbol VICC.

Mining Concessions

The 19 mining concessions which we own or control give us the
mining rights spanning approximately 65 linear kilometers and have
an area of approximately 9,500 hectares.  All these concessions
are located along the Uruambamba River in Peru.  They contain
riverbed gravel in both active and inactive floodplains and gravels
that have been deposited on hillsides bordering the river. It is
possible that that these gravels have the potential to contain gold,
zirconium and rare earth minerals that may be exploitable economically.
Our intention is to continue the exploration and development of these
concessions to determine the amounts, if any, of these elements
contained within these riverbed and hillside gravel deposits.


Rental Houses


Besides the mining concessions that we own or control the rights
to, we also own 8 rental houses located throughout metropolitan
Las Vegas contributed by non-control shareholders.  The company
has been leasing these houses to generate cash flow and will continue
to do so until it is determined to be in the best interests of the
company to sell these properties.  These properties were mortgaged
with short-term obligations to private investors in August 2002 to
partially and temporarily fund the companies operations in 2002.
The properties are owned by two 100% owned subsidiaries of Vista,
Vista Management Holdings, LLC and Vista Management Holdings II LLC.

Business Purpose

We were formed to develop various mining interests in Peru that we
acquired in 2000 and 2002.  We have spent the last 4 years
studying the property, building a 25-acre base camp, importing
various pieces of mining and processing equipment and raising money
for these activities.  As of January 13, 2003, we believe we are
at least 12 months away from seeing limited commercial production.

Business Activities

In January, 2002 a scoping study on the property was undertaken
by Acres International an international mining consulting firm.
Acres reported the results of its study to us on February 6, 2002.
The purpose of the study was to ensure that the investigation and
subsequent development of the property was proceeding along industry
standards and to evaluate the project in terms of economic potential.
The report concluded that the project warranted further development
and that with a plus or minus 40% accuracy, the breakeven gold grade
for a NPV return of 15% would be 335 mg/M3 (milligrams per cubic meter).
A gold price of $270/oz. was used by Acres International to determine
this cut off grade.

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 bedrock was encountered by the
drill rig.  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 follows.

Palma Real West

Eight holes were drilled in this area, an active floodplain located
5 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.
While assay results are still pending on some of these holes, 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.


Football Terrace

This area is one of the hillside gravel deposit areas.
It is located in an inactive flood plain and is located
approximately two kilometers downstream from the camp and
processing site facility.  Four holes were drilled in this
area.  Bedrock proved difficult to find in this area.  The
deepest hole was drilled to approximately 45 meters when
it had to be abandoned due to difficulty in obtaining the
samples from the drill.  Bedrock had not been encountered
at this depth.  Further work in this area is planned for
the future with one of the goals to be to define the bedrock
depth.  At 45 meters this suggests a greater volume of gravel
than originally assumed.  All samples from this area were sent
out for assay and almost all of them returned gold intercept
values.  Hole 2 had the highest gold value of approximately 580
mg/m3.  In total, three of the holes contained gold intercepts
above 300 mg/m3 with Hole 4 returning continuity of gold
intercepts over a 15 meter interval. Rare Earth Oxide and zirconium
intercepts were also encountered in the samples.  A detailed
laboratory testing program has been initiated to determine
the potential economic values of these materials.

Palma Real East

Seven holes were drilled in this area, an active floodplain
located approximately 3 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 5 of the seven holes.  Hole 3
returned a gold intercept of 1,260 mg/m3 at a depth of approximately
10 meters and Hole 4 returned a gold intercept 2,033 mg/M3 at a
depth of approximately 4 meters.  Rare Earth Oxide and zirconium
intercepts were also encountered, in greater concentrations than
encountered in the Football Terrace area; however, until the detailed
laboratory-testing program can be completed it is impossible to
determine whether these results suggest an economically viable
quantity of these minerals.

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 7 of
the 9 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.  The samples that were assayed
also showed positive results for rare earth oxides and
zirconium, however, until the detailed laboratory testing
program can be completed it is impossible to determine whether
these results suggest an economically viable quantity of these
minerals.

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.  We added two sets of Spirals
to our processing to optimize our gold recovery and added
a gravity 'shaking' table to the existing wash plant facility.
These two additions will enable us to recover any free gold
contained in the gravels and rare earth oxides and allow
for smoother plant operations.  The low gold grades in the
area we test mined did not yield much in the way of gold
recovered, however, we were able to fine tune the plant
in preparation for the next 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.

Commercial production is currently anticipated to begin no
earlier than the first or second quarter of fiscal 2004.


Item 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the company
is a party or to which any of its property is subject.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On April 4, 2002 the controlling shareholders of Century
Laboratories, Inc. ("CYLI"), entered into a reorganization
and stock purchase agreement (the "Reorganization Agreement")
with Vista Continental Corp, a Nevada Corp.

     CYLI was incorporated in Delaware on June 16, 1958.
Its authorized capital consisted of 65,000,000 shares of
common stock, par value $.001 and 10,000,000 shares of
preferred stock, par value $.001. As of the date of the
Reorganization Agreement CYLI had issued and outstanding
4,108,982 common shares and no shares of preferred stock
issued and outstanding. CYLI had no outstanding options,
warrants, rights or other contractual arrangements
relating to the issuance of any additional common or
preferred shares.

     At the closing of the reorganization the shareholders
of VCC exchanged all of their issued and outstanding shares
for 39,837,355 common shares of CYLI issued by CYLI for
purposes of the transaction. These newly issued shares of
CYLI were issued pursuant to Section 4(2) of the Securities
Act of 1933 and related state securities law exemptions. The
closing date for the reorganization was June 6, 2002. The
transaction resulted in VCC becoming a wholly owned subsidiary
of CYLI. Following the closing the total issued and outstanding
shares of CYLI was a total of 43,946,337 common shares. No
 preferred shares were outstanding at the closing.

     Following the reorganization the shareholders of CYLI
consented to changing the name from Century Laboratories, Inc.
to Vista Continental Corporation. The current officers and
directors were elected following the resignation of the
officers and directors of CYLI as of the closing of the
transaction. There were no other shareholder actions taken
during the fiscal year.










PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Merger.

 (a)   Effective June 6, 2002 pursuant to the terms of a
Reorganization and Stock Purchase Agreement (the "Reorganization
Agreement") dated as of April 9, 2002 we completed a reverse
merger transaction with Century Laboratories, Inc. ("Century"),
 a public company.  The prices quoted below for our stock prior
to this date represent market data for Century Labs, which at
the time was trading under the symbol "CYLI" subsequent to May 1,
2001 and "CNLB" prior to this date.  Under this Reorganization
Agreement Century acquired all of the outstanding shares of Vista
Continental Corporation in exchange for 39,837,355 or
approximately 90.7% of Century common shares.  The terms of this
merger are more fully described in the Form 8-K filed on June 11,
2002 and incorporate here by reference.  As a result of this
transaction and the resulting name change we became a publicly
traded company under the symbol VICC.  For the table below the
quarter ended March, 31, 2002 is N/A since this pre-dates the
reverse merger between Century and Vista and at the time Century
was an inactive shell with no trading activity.

(b)    Our company's common stock is traded over the counter and
is not listed on any national or regional exchange or on the
NASDAQ National Market.  We are traded on the NASDAQ Bulletin
Board ("OTCBB") under the symbol "VICC".  The NASDAQ Bulletin
Board provides some degree of liquidity, however, this market
is less liquid than established stock exchanges or the NASDAQ
National Market.

The following table sets forth the range of high and low
bid prices that have been provided to our company for each
of the quarters for the fiscal year ended December 31, 2001
and the 9 months ended September 30, 2002.  These prices as
so quoted are by dealers to each other without retail mark-ups,
mark-downs or commissions and do not represent actual transactions.
 This information was obtained from the OTCBB report service.

FISCAL YEAR ENDED DECEMBER 31, 2001
                             Low Bid    High Bid
                               Price    Price
First Quarter                 0.08        0.13
Second Quarter                0.06        0.05
Third Quarter                 0.20        0.73
Fourth Quarter               0.73         0.00

NINE MONTHS ENDED SEPTEMBER 30, 2002
                             Low Bid    High Bid
                               Price    Price
Quarter ended 03/31/02        N/A        N/A
Quarter ended 06/30/02        0.16       7.05
Quarter ended 09/30/02        0.65       3.92

There were approximately 3,100 stockholders of record as
of January 13, 2002.

(c)    We have not paid dividends with respect to our
common stock during the previous three fiscal years.
Dividends are not anticipated in the foreseeable future
as we intend to retain earnings to support our current
operations and fund future exploration and development
projects.


ITEM 6. SELECTED FINANCIAL DATA

  Selected financial information is provided for the past
two fiscal years.


                                          FY 2002          FY 2001

Net Sales                                       0                 0
Operating income (loss)               (12,281,681)         (976,216)
Net Income (Loss)                     (12,377,525)         (999,105)
Income (Loss)/Share                          (.31)             (.03)
Total Assets                            2,273,835         2,227,275
Long Term Obligations                           0                 0
Cash Dividends/Share                            0                 0




ITEM 7. PLAN OF OPERATION

In 2002, we showed a net loss of approximately $12 million,
or $0.31 per common share outstanding.  Our cash position as
at September 30, 2002 was only $160,000.  Our cash outflow
from operations for the year was approximately $3 million.
In order to fund our planned operations throughout the next
fiscal year we will require approximately the same amount,
or $3 million, in cash.  Since September 30, 2002 we have only
been able to raise approximately $315,000 in equity, the
balance of our operations have been funded by cash contributions
from our majority shareholder described below.  Our capital
raising efforts are continuing on an ongoing basis.

We anticipate spending approximately $1,535,000 on drilling
and test mining programs in our second fiscal quarter of 2003.
In addition to this we estimate that we will need about
$1,000,000 in overhead operating cash during the next 12
months.  A secondary 2003 drilling program could cost us
an additional $1,000,000 over the next 12 months.  We
currently estimate that if the results of the above-described
programs are positive that a commercial production decision
can be made by the end of our fourth quarter ended September
30, 2003.  We also estimate that a capital costs required to
bring the property up to commercial production will range
between $30 - $50 million, although we will have to undertake
an engineering study to validate these numbers.  We do not feel
that such a study is advisable or even possible until the results
of our second quarter drilling and test-mining programs are
complete and the results can be studied.

We do not presently have sufficient funds to complete any
the programs described above.  We also will be required to
repay the principal balance and interest on the mortgages
we took out on our rental houses by the end of fiscal 2003.
To retire these mortgages we will need $832,515 by the end
of August, 2003.  We are currently analyzing whether these
properties should be retained by the company, if it is in the
best interests of the company to dispose of them, we will
undertake to do that as soon as practical.  If we decide
to retain these houses we will look at re-mortgaging them
on more favorable terms to the company.


Between September 30, 2002, and December 31, 2002 we have
received $305,000 in cash contributions from our majority
shareholder.  In order to recognize past capital contributions
to June 30, 2002 this shareholder received restricted shares
in November as disclosed in the Notes our Financial Statements.
We will continue to give this individual restricted shares in
accordance with the formula contained within these Notes on an
ongoing basis to recognize any and all future capital contributions.

Critical Accounting Policies

We have the following assets which have alternative recording
amounts available to us under generally accepted accounting
principles.  These alternative methods and our reasons for
using the valuations we use are as described below:

a.   Property and equipment is shown at our original cost
less accumulated depreciation using lives of 3 - 4 years.
Most of our fixed assets are mining equipment.  Prevailing
mining company practice is to depreciate these assets over
a 4-year period, which is the rate we are using.  We could
alternatively argue that these assets will last a longer
period because they are not under heavy use currently and
we take care of them.  If we chose an 8-year life instead
of 4 years, our depreciation expense for 2002 would be
$115,000 less.  We did not depreciate these assets in 2001
because although we bought most of them then, we didn't
begin using them much until fiscal 2002.

We do not feel an impairment charge is necessary because
this equipment is all being actively used in our exploratory
mining operations currently being conducted.  We will add an
impairment charge should any major piece of equipment become
unusable.

b.   Our 8 rental houses in Las Vegas, Nevada are shown at
our original cost less accumulated depreciation using lives
of 40 years.  These rental houses have not provided positive
cash flow to us since inception because (a) not all of the
houses are rented all the time, and (b) we have made repairs
to bring them to top condition.  We do expect them to cash
flow in the future, although maybe not enough to support a
discounted present value at least equal to our carrying value.

We do not feel an impairment charge is appropriate be
cause our current carrying values in each case are below what
we could obtain if we sold any house in the current real estate
market.

c.   Our 9 mining concessions are shown at cost.  Since all
of these concessions have been acquired from our founder Alberto
Docouto, we are showing them at his original cost.  We are not
depreciating them because they have an indefinite life.

We do not feel an impairment charge is appropriate because we
believe our current carrying values are far below the present
value of estimated future cash flows from these properties.
As we continue to explore our claims, we will write off any
claim that proves not viable to commercially develop.

On February 12, 2003 we amended our certificate of incorporation
To increase our authorized capital to 145,000,000 common shares
of $ .001 par value and 10,000,000 preferred shares of $ .001
par value.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA












INDEPENDENT AUDITORS REPORT


To the Board of Directors
  Vista Continental Corporation
  (A Development Stage Company)
  Las Vegas, Nevada

We have audited the accompanying consolidated balance sheet of Vista
Continental Corporation, as of September 30, 2002 and the related
statements of expenses, stockholders' equity, and cash flows for each
of the two years then ended and for the period from July 1, 1998
(Inception) through September 30, 2002.  These financial statements
are the responsibility of Vista's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and perform the audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Vista Continental Corporation, as of September 30, 2002 and the results
of its operations and its cash flows for the periods described in
conformity with accounting principles generally accepted in the United
States of America.

As discussed in Note 10 to the financial statements, errors resulting in
an understatement of previously reported par value of common stock,
additional paid in capital, and deficit accumulated during the
development stage as of September 30, 2002, was discovered by the
management of Vista during January 2003.  Accordingly, adjustments
have been made as of September 30, 2002, to correct the error.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

November 28, 2002,
  except Note 9, which
  is dated December 30, 2002
  and Note 10, which is dated
  February 13, 2003
























	    VISTA CONTINENTAL CORPORATION
	    (A Development Stage Company)
	     CONSOLIDATED BALANCE SHEET
	      As of September 30, 2002


			                            (Restated)
			                           ------------
ASSETS
Current Assets
  Cash			                   $    160,348
  Prepaid expenses			              5,000
			                         ------------
    Total current assets			      165,348

Property & equipment, net of $239,858
         accumulated depreciation			779,984
Rental houses in Las Vegas, Nevada
  net of $38,772 accumulated depreciation	    1,228,728
Mining concessions			             99,275
Deposits			                            500
			                         ------------
      Total Assets			       $  2,273,835
			                         ============
LIABILITIES
Current Liabilities
  Accounts payable			      $    150,782
  Accrued expenses			           177,063
  Tenant security deposits			       4,995
  Notes payable, net of $148,845
    unamortized prepaid
    interest and loan costs			     683,670
			                        ------------
Total Current Liabilities			   1,016,510
			                        ------------

Minority interest			                  11,573

Commitments

STOCKHOLDERS' EQUITY

Common stock, $.001 par, 75,000,000 shares
  authorized, 48,406,878 shares issued
  and outstanding			                 48,407
Additional paid in capital			 15,703,643
Deficit accumulated during the
    development stage			      (14,506,298)
			                       ------------
Total Stockholders' Equity			  1,245,752
			                       ------------
TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY		     $  2,273,835
			                       ============



                     VISTA CONTINENTAL CORPORATION
	               (A Development Stage Company)
	            CONSOLIDATED STATEMENTS OF EXPENSES
	     For the years ended September 30, 2002 and 2001 and
                the Period from July 1, 1998 (Inception)
                     Through September 30, 2002


				                                         (Restated)
				                                          Inception
			                 (Restated)	                  Through
			                   2002	         2001	        2002
			               ------------	------------    ------------

Mining operating expenses	  $    682,432	$    87,605	    $    818,315
Administrative expenses	          12,441,853	    886,148		13,329,392
Depreciation		             237,396		2,463	 	   239,858
			              ------------   ------------	    ------------

Net loss from operations	   (13,361,681)	   (976,216)	(14,387,565)

Other income and expenses
- rental house expenses, net of
	rental house receipts	   (    84,536)	   ( 21,057)	 (  105,593)
- minority interest portion of
	net rental house expenses	     845		  211		      1,056
  - interest expense	         (    12,153)			      (    12,153)
  - foreign currency loss			         (  2,043)	(     2,043)
			              ------------   ------------	     ------------

Net loss		              $(13,457,525)  $   (999,105)     $(14,506,298)
			               ============	============	============
Per share, basic and diluted:
  Net loss per common share	         $(.33)	      $(.03)
  Weighted average common shares
	outstanding	                40,990,423	 36,263,346




















                  VISTA CONTINENTAL CORPORATION
                  (A Development Stage Company)
	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
	    For the Period from July 1, 1998 (Inception)
                    Through September 30, 2002
                           (Restated)



	                                                     Deficit
                                                          Accumulated
			                                         During
	                                 Common Stock	    Development
			                  Shares	Amount	Stage	     Totals
				        ----------   --------    ---------  ------------
Incorporation of Vista
  Continental Corporation	   1,430,000   $     1,430		    $  1,430
Incorporation of Quillabamba
  Mining, S.A.C.	              23,500,000	     979	               979
Shares issued in exchange for
  mining equipment on
     October 1, 1999		  10,000,000	  40,000			40,000
Stockholder contributions to
       capital			                    61,538	            61,538
Net loss						  $(    49,668)	       (    49,668)
				         ----------   -----------	-------- ----------
Balances, September 30, 2000	  34,930,000       103,947  (  49,668)	54,279

Stock issued in exchange for:
  Services at $.004 per
    share in December 2000	   1,620,000	   6,480			 6,480
  7 rental properties on
    March 29, 2001	           114,000     1,117,611	         1,117,611
  Cash at $10 per share on
    May 22, 2001	                 100,000     1,000,000	     	   1,000,000
  1 rental property on June 7, 2001	13,000	 132,660	           132,660
  Cash at $10 per share from June
    2001 through September 2001	33,300	 333,000	           333,000
Stock option expense			             373,750	           373,750
Stockholder contributions to capital		 189,788	           189,788
Net loss						   (   999,105)	         ( 999,105)
				        ----------     ---------	--------- ---------
Balances, September 30, 2001	  36,810,300	3,257,236 ( 1,048,773)2,208,463

Stock issued in exchange for:
  Cash at $10 per share from
    October 2001 to February 2002	27,055	  270,550		 	270,550
  Cash at $.60 per share from
    February 2002 through
       May 2002                  2,656,595	1,593,957	          1,593,957
  2 Mining concessions	         3,000,000	   89,500		       89,500
  Services at $10 per share
    in June 2002 	                 700,000	7,000,000	          7,000,000
  Services at $1.80 per share
    in July 2002	                 600,000	1,080,000	          1,080,000
  Services at $1.88 & $1.82 per
    share in September 2002	     430,000	  806,600			806,600
  Acquisition of Century	   4,182,928
Stock option expense		                    927,857			927,857
Stockholder contributions to capital		  726,350			726,350
Net loss						    (13,457,525)	        (13,457,525)
				----------	-----------	------------	  ------------
Balances, September 30, 2002	  48,406,878  $15,752,050 $(13,426,298) $1,245,752
				        ==========	  	  =============   ========
	Less:  par value			         (  48,407)
						        -----------
						        $15,703,643
						        ===========












































               VISTA CONTINENTAL CORPORATION
	            (A Development Stage Company)
	        CONSOLIDATED STATEMENTS OF CASH FLOWS
	  For the years ended September 30, 2002 and 2001 and
             the Period from July 1, 1998 (Inception)
                  Through September 30, 2002

                                                                  (Restated)
		                                                       Inception
	                                               (Restated)	  Through
			                     2002	       2001	         2002
			                     ------------	----------	------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		                   $(13,457,525)  $ (999,105)	$(14,506,298)
Adjustments to reconcile net loss
  to cash used by operating activities:
    Depreciation	                        269,083	   9,548	     278,630
    Stock and options issued
         for services	                9,814,457	 380,230	  10,195,967
    Income assigned to
          minority interest	          (     845)	 (  211)	      1,056)
	Changes in:
    Prepaid expenses	                    5,782	( 10,525)	(     5,000)
    Accounts payable	                  147,832	   2,440	     50,782
    Accrued expenses	                  176,963	     100	    177,063
    Tenant security deposits	              1,650	(  1,255)	        395
    Note payable accretion	             12,153			     12,153
			                   ------------    ----------	------------
NET CASH USED BY OPERATING ACTIVITIES ( 3,030,450)	(618,778)	( 3,697,364)
			                   ------------    ----------  ------------
CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchase of property & equipment	  (    85,341)	(893,710)	(   979,842)
  Acquisition of mining concessions					      (     9,775)
  Increase in deposits			                       500)	   (    500)
				             ------------    ----------	------------
NET CASH USED IN INVESTING ACTIVITIES (    85,341)	(894,210)	(   990,117)
				             ------------   ----------	------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable	           671,517		          671,517
  Contributions to capital
    by founding shareholder	           726,350	 189,788	    977,676
  Sale of stock	                     1,864,507     1,333,000	  3,198,636
			                  ------------    ----------   ------------
NET CASH FLOWS FROM FINANCING
           ACTIVITIES                  3,262,374     1,522,788	  4,847,829
			                    ----------    ----------	-----------
NET CHANGE IN CASH	                 146,583	   9,800	    160,348
Cash balance, beginning	                  13,765	   3,965	          0
			                  ------------    ----------   ------------
Cash balance, ending	            $    160,348    $   13,765   $    160,348
		                        ============    ==========   ============


Noncash Transactions:
  Purchase of mining concessions
        with stock	           $     89,500				     89,500
  Purchase of rent houses with stock		    $1,250,271   $  1,250,271
  Purchase of equipment with stock					           40,000



VISTA CONTINENTAL CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business.  A predecessor entity, Quillabamba Mining,
S.A.C., was organized as a Peruvian corporation on July 1, 1998.
See Note 2. The Norsoca Trust was created as a California Business
Trust on July 25, 1998.  35 shareholders contributed a total of
$1,430 for 1,430,000 shares.  The proceeds were used to incorporate
Vista Continental Development Corp., ("Vista Development") in Nevada
on September 24, 1999. The Norsoca shareholders swapped their shares
for 1,430,000 shares of Vista and Norsoca was dissolved.  Vista
Development changed its name to Vista Continental Corporation
("Vista") on December 16, 1999. Quillabamba Mining, S.A.C. remains
a 99%-owned subsidiary of Vista.  In 2001, two other 99%-owned
subsidiaries were formed to hold 8 rent houses contributed in
2001 to Vista by investors.  See Note 2.

On June 6, 2002, Vista entered into an agreement of stock exchange
with an inactive public company, Century Laboratories, Inc. ("Century"),
and exchanged 100% of its shares for 39,837,355 or 90.5% of total Century
shares after the merger.  For accounting purposes this transaction was
treated as an acquisition of Century and a recapitalization of Vista.
See Note 7.

Vista is developing a mining concession in Peru that it acquired in
October 2000.

Restatements of 2002 were made.  See note 10 for details.

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

Cash and cash equivalents.  For purposes of the statements of ]
cash flows, Vista considers all highly liquid investments purchased
with an original maturity of three months or less to be cash
equivalents.

Use of estimates.  In preparing financial statements, management
makes estimates and assumptions that affect the reported amounts
of assets and liabilities in the balance sheet and revenue and
expenses in the income statement.  Actual results could differ from
those estimates.

Revenue recognition.  Vista has no revenues to date from its mining
operations.  Rental house income and expenses are netted in other income.

Long lived assets. Property, plant and equipment are stated at cost less
depreciation beginning when the assets are placed in service.  Major
renewals and improvements are capitalized; minor replacements, maintenance
and repairs are charged to current operations.

Depreciation is computed by applying the straight-line method over the
estimated useful lives of the machinery and equipment.

Impairment of Long-Lived Assets.  Vista reviews the carrying value of
its long-lived assets annually or whenever events or changes in
circumstances indicate that the historical cost-carrying value of an
asset may no longer be appropriate.  Vista assesses recoverability
of the carrying value of the asset by estimating the future net cash
flows expected to result from the asset, including eventual disposition.
If the future net cash flows are less than the carrying value of the
asset, an impairment loss is recorded equal to the difference between
the asset's carrying value and fair value.


A summary of property and equipment as of September 30, 2002 is as follows:

								   Cost	Depr. lives
								----------	-----------
	Mining equipment					$  976,093	   4 years
	Office computers and equipment		    36,649	   3 years
	Vehicles						     7,100	   3 years
	Accumulated depreciation			  (239,858)
								----------
								$  779,984
								==========

Income taxes.  Vista accounts for income taxes using the asset and
liability approach which is used to recognize deferred tax assets
and liabilities for the expected future tax consequences of temporary
differences between the carrying amounts and the tax bases of assets
and liabilities.  Vista records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.

Foreign currency.  Vista's Peruvian subsidiary has the U.S. dollar
designated as their functional currency because most of the transactions
there are conducted in U.S. dollars.  Transactions conducted in the
local currency are remeasured to U.S. dollars for consolidation purposes
using current rates of exchange for monetary assets and liabilities
and historical rates of exchange for nonmonetary assets and related
elements of expense.  Expense elements are remeasured at average rates
that approximate the rates in effect on the transaction dates.
Remeasurement gains and losses are included in other income and expense.

The basic net loss per common share is computed by dividing the
net loss applicable to common stockholders by the weighted
average number of common shares outstanding.

Diluted net loss per common share is computed by dividing the
net loss applicable to common stockholders, adjusted on an "as
if converted" basis, by the weighted average number of common
shares outstanding plus potential dilutive securities.  For the
years ended September 30, 2002 and 2001, potential dilutive
securities had an anti-dilutive effect and were not included
in the calculation of diluted net loss per common share.

Stock options.  Vista accounts for stock options issued to employees
under the intrinsic value method.  Under this method, no compensation
expense is recognized for stock options granted when the number of
underlying shares is known and exercise price of the option is greater
than or equal to the fair market value of the stock on the date of
grant. Fair value is used for options and warrants issued to
non-employees as compensation.


NOTE 2 - SUBSIDIARIES

In October 2000, Alberto Docouto contributed mining equipment valued at
his original cost of $40,000 for 10,000,000 shares of Vista.

Quillabamba Mining S.A.C. ("Quillabamba") was formed as a Peruvian
corporation on July 1, 1998.  This entity controlled 7 mining leases
in Peru.  This number increased to 9 in 2002.  In October 2000, a 1%
shareholder returned his share to Quillabamba and Mr. Docouto, a
98% shareholder, contributed his now 99% ownership of Quillabamba
to Vista for 23,500,000 shares of Vista.  Because both companies
are and have been controlled by Mr. Docouto since their inceptions,
these financial statements are shown as having been combined since
the inception of each. The remaining 1% of Quillabamba is owned by
a Peruvian citizen, as required by Peruvian law.

In March 2001, 7 rent houses in Las Vegas valued at $1,117,611 were
contributed by an investor for 114,000 shares of Vista.  These houses
were contributed by Vista to Vista Management Holdings Co. LLC
("VMH I") in exchange for a 99% ownership interest in VMH I.

In June 2001, one rent house in Las Vegas valued at $132,660 was
contributed by an investor for 13,000 shares.  This house was
contributed by Vista to Vista Management Holdings Co. II LLC
("VMH II") in exchange for a 99% ownership interest in VMH II.

The other 1% of each rent house LLC is controlled by Mr. Docouto
through ownership by another entity.


NOTE 3 - TENANT SECURITY DEPOSITS

Each of the eight rental properties require a security deposit
from the tenant.  In the acquisition of the rental properties,
Vista assumed $4,600 of tenant security deposits.  The total as
of September 30, 2002 was $4,995.


NOTE 4 - NOTES PAYABLE

In September 2002, Vista borrowed money using all eight of its rent
houses as collateral.  Net proceeds to Vista totaled $671,517.  All
principal and interest is due in September 2003.  The stated interest
rate is 14%, with an effective interest rate of 21.7%.  Interest and
loan costs of $160,998 were deducted at closing and are being amortized
over the life of the loan.



NOTE 5 - STOCK ISSUANCES

FOR SERVICES

In December 2000, Vista issued 1,620,000 shares of common stock to
directors and employees for a fair value of $.004 per share for a total
value of $6,480.  The stock price used is the average value of stock
issued to the founding shareholder during the prior year.

In the third quarter of 2002, Vista issued 700,000 shares of common
stock for services valued at $10 per share or $7,000,000.  The stock
price used is the price of stock sold to investors during this period.

In the fourth quarter of 2002, Vista issued 430,000 shares of common
stock for services valued at $1.88 and $1.82 per share or $806,600.
The stock price used is the average market trading price during this
period.

FOR CASH

In May 2001, Vista sold 100,000 shares of common stock for $10 per
share for total proceeds of $1,000,000.  From June 2001 through September
2001, Vista sold 33,300 shares of common stock for $10 per share for
total proceeds of $333,000.

From October 2001 to February 2002, Vista sold 27,055 shares for
$270,550.  Vista issued 2,656,595 shares for cash advances made to
Vista by the majority shareholder between February 2002 and May 2002.

FOR MINING CONCESSIONS

In fiscal year 2002, Vista issued 3,000,000 shares to the founder
and majority shareholder for 2 new mining concessions in Peru valued
at the shareholder's original cost of these mining concessions, or
$89,500.

FOR CENTURY ACQUISITION

Vista merged with a publicly-traded inactive company, Century
Laboratories, Inc. on June 6, 2002.  Immediately before the merger,
Century had 4,108,982 shares outstanding.  Century issued 1 new share
in exchange for each share outstanding of Vista's then outstanding shares,
or 39,837,355 shares, resulting in a total merged company shares
outstanding of 43,946,337 shares.  This merger was accounted for as a
"reverse merger" whereby Vista is shown as acquiring Century by adding
4,108,982 shares as outstanding to Vista's previous 39,837,355 shares.
In addition, 73,946 shares were issued for services performed in connection
with the merger with Century Laboratories, Inc.   Also in addition, Vista
paid $578,075 to certain owners of Century.  This amount is included
in administrative expenses in 2002.  Contemporaneously, 300,000 shares
were issued to an officer of Vista as compensation for services rendered
in connection with this acquisition.

SHAREHOLDER CONTRIBUTIONS

Mr. Docouto contributed $2,320,307 and $189,788 in cash and payments
of Vista expenses in fiscal 2002 and 2001, respectively.

Mr. Docouto has committed additional monies as required to finance Vista
in fiscal 2003, which Vista has estimated to be about $3 million.

STOCK OPTION EXPENSE

Under the intrinsic value method, compensation expense for stock
options issued to employees totaled $927,857 and $373,750 in fiscal
2002 and 2001, respectively.  See Note 7.

NOTE 6 - INCOME TAXES

	Deferred tax assets			$ 1,444,000
	Less: valuation allowance		 (1,444,000)
				                  -----------
	Net deferred taxes			$         0
				                   ===========

Vista has net operating losses of approximately $3,643,000 and
$468,000 at September 30, 2002 and 2001, respectively, each of
which can be carried forward 20 years.


NOTE 7 - STOCK OPTIONS AND WARRANTS

Vista's Stock Option Plan provides for the grant of up to 600,000 shares
of non-qualified options to directors, officers and employees of Vista,
and opportunities for directors, officers, employees and consultants
of Vista to make purchases of stock in Vista.  The Plan's issuances
are administered by Vista's Board of Directors, who have substantial
discretion to determine the recipients, amounts, time, price, exercise
terms, and restrictions, if any.

Vista uses the intrinsic value method of calculating compensation expense
to employees.  During fiscal 2001, Vista 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 and $642,143, $535,000, $253,750 and $67,500 will
be recognized in 2003 - 2006, respectively.

During fiscal 2002, Vista issued 350,000 options to employees and
directors.  The exercise price of $10 per share was more than the
selling price of Vista's stock on each grant date.  Therefore, there
was no intrinsic value and no expense has been recorded in connection
with these options.




Summary information is as follows:
		                                  No. of	    Exercise
		                                 Options	      Price
		                                 --------	    --------
	Options outstanding at 9/30/2000             0
	Options granted in fiscal 2001	   660,000	    $  5.00
	Options forfeited in fiscal 2001	  (100,000)	       5.00
		                                --------	   --------
	Options outstanding at 9/30/2001	   560,000		 5.00
	Options granted in fiscal 2002	   350,000		10.00
		                                --------
	Options outstanding at 9/30/2002	   910,000
		                                ========

Additional disclosures as of 9/30/2002 are:
				                     Options   	 Options
			 	                     at $5.00   	at $10.00
				                    ---------		---------
	Number of shares			          560,000		 350,000
	Weighted average remaining life	  33 months		33 months

	Currently exercisable share options	    510,000		 350,000

Had compensation cost for Vista's issuances of stock options to employees
been determined based on fair value on the grant dates for awards under
the Plan consistent with the Black-Scholes option-pricing model suggested
by FASB Statement 123, Vista's losses and basic and diluted loss per share
would have been increased to the pro forma amounts indicated below:

			                              2002	      2001
	(in thousands)	                     --------	    --------
	Net loss	- As reported	        $(12,378)	   $  (999)
			- Pro forma	               (12,425)	      (999)

	Basic and diluted loss per share
			- As reported	         $( 0.31)	    $( 0.03)
			- Pro forma	                ( 0.31)	     ( 0.03)

Variables used in the Black-Scholes option pricing model include
(1) 5.00% risk-free interest rate, (2) expected option life is the
actual remaining life of the options as of year-end, (3) expected
volatility is the actual historical price fluctuation and (4) zero
expected dividends.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Vista's office lease expires on January 31, 2003 with a monthly rent
of $10,800.  Vista used to have a second office in Toronto, Canada
and that monthly rent was $2,525.  Use of and payment for that
office was discontinued in late 2002, although Mr. Docouto still
maintains that location for his other business interests.  Rent
expense in fiscal 2002 and 2001 was $157,211 and $66,791 respectively.

Vista has employment agreements with six senior management personnel,
which vary from 1 to 5 years in total length.  As of November 29, 2002,
the following are the minimum salary commitments if all of these
personnel continue as Vista employees:

  	   Year ended September 30, 2003		$  566,933
					    2004		   358,600
					    2005		   358,600
       				    2006		   333,600
				  - thereafter		   112,500
							      ----------
					  Total		$1,730,233
							      ==========

In connection with these employment agreements, if Bill Brooks,
CEO beginning July 1, 2002, is terminated without cause, his full
salary currently at $150,000 per year is payable through July 1,
2007.  Also, Vista will owe 6 months' salary to two other senior
personnel if they are terminated early by Vista.  The other 3
contracts call for minimal severance pay if they are terminated
early by Vista.

Two consultants are due 250,000 shares each when the company obtains
a listing for trading of its shares on NASDAQ.

In July 2002, Vista acquired the rights to mine 12 additional Peruvian
leases from entities controlled by Mr. Docouto in exchange for 20% of
net mining income for 10 leases and 10% of net mining income from 2
leases, whereby Vista would pay 20% or 10% of any resulting consolidated
net income to Mr. Docouto from mining operations on those leases.  These
mining rights were acquired for a perpetual life, but with a provision
of automatic forfeiture in the event of a sudden change or loss of
control of Vista by the current board of directors.


NOTE 9 - SUBSEQUENT EVENTS

In November 2002, Vista sold 400,000 shares of common stock and
400,000 options to purchase Vista stock at $2 per share to two investors
for $300,000.

In November 2002, Vista issued 50,000 shares of common stock to an
employee pursuant to his employment agreement.  The shares were
valued at $1.38 per share or $69,000.

In November 2002, Vista sold 30,000 shares of common stock to a third
party for proceeds of $14,625.

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
$42,668.  This amount is included in accounts payable as of September
30, 2002.


NOTE 10 - RESTATEMENTS PREVIOUSLY REPORTED FINANCIAL STATEMENTS

In the originally prepared financials, 600,000 shares issued to
two third parties for services in July 2002 were erroneously not
recorded.  The value of the shares was $1,080,000.  In addition, on
December 6, 2002, the board of directors passed a resolution to issue
2,656,595 shares of Vista common stock to the majority shareholder
for cash contributions made to Vista between February 2002 and May 2002.
This transaction was recorded properly, but the number of shares issued
was erroneously omitted.  These restated financials correct the amount
of shares issued and outstanding as of September 30, 2002.

A summary of the restatements are as follows:

				        Previously	 Increase
As of September 30, 2002:	   Stated	      (Decrease)	   Restated
				       ------------    -----------    ------------
Balance Sheet:
	Cash		           $    160,348			     $    160,348
	Prepaid expenses		      5,000				      5,000
	Property & equipment, net   779,984		       	    779,984
	Rental houses, net	  1,228,728		  	        1,228,728
	Mining concessions	     99,275				     99,275
	Deposits		              500				        500
				     ------------			     ------------
		Total assets     $  2,273,835		           $  2,273,835
				     ============			     ============

	Accounts payable	     $    150,782		            $   150,782
	Accrued expenses		    177,063		 	          177,063
	Tenant security deposits	4,995				      4,995
	Notes payable, net	    683,670				    683,670
	Minority interest		     11,573				     11,573
	Common stock		     45,150		    3,257	     48,407
	Additional paid
          in capital           14,626,900	      1,076,743    15,703,643
	Deficit accumulated
          during the
	    development stage	(13,426,298)    (1,080,000)	(14,506,298)
				     ------------	   -----------	------------
	    Total liabilities
            and equity	     $  2,273,835	   $         0	$  2,273,835
				     ============    ===========    ============

For the year ended September 30, 2002:

Statement of Expenses:
	Mining operating
         expenses	           $    682,432			      $    682,432
	Administrative expenses	 11,361,853	   $ 1,080,000	  12,441,853
	Depreciation		    237,396	   		           237,396
	Other income and expenses    95,844				      95,844
				     ------------    -----------     ------------
	Net loss 		     $(12,377,525)   $(1,080,000)   $(13,457,525)
				     ============	   ===========	============

Net loss per common share	    $(.31)           $(.02)	       $(.33)
Weighted average common shares
	outstanding		      40,004,891		 985,532	   40,990,423



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
<table>

                 <c>         <c>

NAME                AGE       POSITION
William Brooks      51        President and Chief Executive Officer
Robert Taylor       39        Chief Financial Officer
Ashak Rustom        61        Vice President, Finance, and Director
Howard Rubinoff     45        Secretary
Steven Hegedus      67        Director
Richard Smythe      56        Director
Takao Nishimura     48        Director
Dennis Hare         70        Director
</table>

The background and experience for the Directors and Officers is
as follows:

William Brooks.  Mr. Brooks, 51, is President and Chief Executive
Officer of the Company and has been since July, 2002.  Mr. Brooks
received his Bachelor of Science Degree in Metallurgical Engineering
from the Colorado School of Mines in December 1973.  He has over 29
years of experience in the mining and mineral processing industry.
Mr. Brooks was General Manager of the Yuba Placer Gold Company for
4 years.  The Yuba Placer Gold Company operated a large inland dredge
on river gravels located in Marysville, California.  The
types of gravel encountered at Yuba are similar to those found
on the company's mining concessions in Peru.  Mr. Brooks was also
General Manager of the Austin Venture located near Austin Nevada.
Mr. Brooks has extensive international experience working in Canada,
Australia and South Africa.

Robert Taylor.  Mr. Taylor, 39, is Chief Financial Officer of the
Company and has been since September, 2002.  Mr. Taylor received his
Bachelor of Commerce Degree from the University of Toronto in May, 1986.
Mr. Taylor is a member of Canadian Institute of Chartered Accountants.
Mr. Taylor also holds a Certified Public Accountant Certificate in the
State of Illinois.  Mr. Taylor is a former Audit Manager with Ernst and
Young.  Mr. Taylor was a Project Analyst with Lac Minerals, the
Administration Manager and Controller for the Bullfrog Mine, operated
first by Lac then by Barrick Gold.  Mr. Taylor was also the Manager of
Finance and Administration for the Getchell mine operated by Getchell
Gold Corporation.  Prior to joining Vista, Mr. Taylor held several
positions with American Residential Services, LLC a subsidiary of
Service Master including Regional Controller, Six Sigma Black Belt
and General Manager (Las Vegas).



Ashak Rustom.  Mr. Rustom, 61, is the Vice President, Finance and
a Director of the Company and has been since the company was formed
in September, 1999. Mr. Rustom has an extensive background in project
management, contract administration, financing, cash flow projections,
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.

Howard Rubinoff.  Mr. Rubinoff, 45, is Secretary of the Company.  Mr.
Rubinoff is a partner at the law firm Fogler Rubinoff.  Mr. Rubinoff
has over 15 years experience in corporate and commercial law with an
emphasis on mergers and acquisitions and financing.  A graduate of
Windsor Law School, Mr. Rubinoff has traveled extensively assisting
clients in their global expansions and has been involved in the purchase
and financing of many hydro electrical power plants.  Mr. Rubinoff's firm
is the Canadian member of the International Lawyers network.

Steven Hegedus, DDS.  Dr. Hegedus, 67 is a Director of the Company.
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.

Richard Smythe, Ph.D.  Dr. Smythe, 56 is a Director of the Company.
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 an analysis laboratory and continues to
act as consulting senior scientist for Walker Industries.  Dr. Smythe
is qualified as an 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.  Mr. Nishimura, 48, is a Director of the
company.  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 also President of Ebiyusa Co. of Osaka, Japan.

Dennis Hare.  Mr. Hare, 70, is a Director of the Company.  Mr. Hare
received his degree in Civil Engineering from the University of Wales
in Cardiff (UK) and is a member of both the Professional Engineers of
Ontario and the Institution of Civil Engineers, UK.  Mr. Hare is past
Vice President and Director of International Operations for Acres
International, a worldwide engineering consulting firm.  He also served
as Acres International's board member for various joint ventures and
consortia, responsible for executing hydro electric, irrigation and
mining projects in Iran, India and China.  As Vice-President, Hydro
Division for Acres International, Mr. Hare had corporate responsibility
for business development and operations relating to all hydro electric,
irrigation, water resource projects and agriculture activities
overseas, including the management of major projects in Pakistan,
Ghana, Iran, China, Laos, Cambodia, Argentina, Colombia and Canada.
Mr. Hare was also Founding Director of Canada China Power Inc. ("CIPM").



ITEM 11. EXECUTIVE COMPENSATION

The following sets forth certain information regarding the annual
and long-term compensation for services in all capacities to the company
for the prior fiscal year ended December 31, 2001 and the nine-month
period ended September 30, 2002 of those persons who were either (i)
the Chief Executive Officer of the Company during the last completed
fiscal year or (ii) one of the four most highly compensated executive
officers of the company as of the end of the last completed fiscal year
whose annual salary and bonuses exceeded $100,000 (collectively, the
"Named Executive Officers").

William Brooks, President and Chief Executive Officer of the Company
received the following compensation during the nine-month period ended
September 30, 2002.  Mr. Brooks was paid $26,923 in salary from the date
he began working for the company to September 30, 2002.  Mr. Brooks'
current annual salary is $150,000.  Mr. Brooks was also reimbursed for
$13,771 of relocation expenses.

Robert Taylor, Chief Financial Officer received the following
compensation during the nine-month period ended September 30, 2002.
Mr. Taylor was paid $7,212 in salary from the date he began working
for the company to September 30, 2002. Mr. Taylor's current annual
salary is $125,000.

The following table sets forth certain information with respect to
grants of stock options during the nine-month period ended September
30, 2002 to the Named Executive Officers.



OPTION GRANTS DURING SIX MONTH PERIOD ENDED SEPTEMBER 30, 2002

NAME                NUMBER OF SHARES TO           PRICE PER SHARE
                    BE ISSUED ON EXERCISED        UPON EXERCISE

William Brooks      100,000                        10.00
Robert Taylor       50,000                         10.00

All options granted represent nonqualified stock options that carry a
three-year term.  The options were issued with an exercise price that exceeded
the selling price of Vista's stock on each grant date.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the numbers of shares of common stock
owned of record or beneficially of the officers and directors and controlling
shareholder.

Name and Address              Number of Shares           Percent
                              Owned Beneficially         of Class

Steve Hegedus                    237,500                   .5
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128

Victor Hare
851 S. Rampart Blvd. # 150        10,000                   .02
Las Vegas, NV 89128

Ashak Rustom                      205,800                  .5
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128

Takao Nishimura                   327,500                   .7
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128

Howard Rubinoff                    25,000                   .05
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128

Alberto Docouto                 31,347,308                 69.4
851 S. Rampart Blvd. # 150
Las Vegas, NV 89128



Officers and
Directors as a
group                            805,800                    1.8




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As the majority of our voting common shares are beneficially owned,
through a corporation owned by him, by one individual, Mr. Alberto
DoCouto, and Mr. DuCouto owns various other companies, we are related
to all companies that Mr. DoCouto owns or controls.  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
Occupancy and Use Agreement signed between the two parties and amended
from time to time.  Our Las Vegas Office Space is also shared with
other companies that are owned or controlled by Mr. DoCouto.  The costs
of these offices are similarly split according to another Occupancy and
Use Agreement.


See accompanying summary of accounting policies
and notes to financial statements.



PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.


(a)     Exhibits:


        99.1   Certification of Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.

        99.2  Certification of Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.


(b)  Form 8-K

        No reports on Form 8-K were required to be filed during
the period covered by this report.







SIGNATURES

In accordance with Section 12 of the Securities Exchange
Act of 1934, we caused this amended report on Form 10-KSB to
be signed on its behalf by the undersigned, thereunto duly
authorized.



Vista Continental Corporation



Dated:       02/20/2003



    /s/    Bill Brooks
    -------------------------------------------------------
    By:   Bill Brooks, Chief Executive Officer and President




CERTIFICATION


I, Robert Taylor, certify that:


1.  I have reviewed this amended annual report on Form 10-KSB of
Vista Continental Corporation;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 2/20/03

  				/s/ Robert Taylor
                       ------------------------------------------
                       Robert Taylor
                       Chief Financial and Chief Accounting Officer




CERTIFICATION

I, Bill Brooks, certify that:

1.  I have reviewed this amended annual report on Form 10-KSB
of Vista Continental Corporation;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date: 2/20/03

             	  /s/ Bill Brooks
                    -----------------------------------
                    Bill Brooks
                    Chief Executive Officer












                                  EXHIBIT 99.1


     In connection with the Amended Annual  Report on Form 10-KSB
of Vista Continental Corporation(the "Company") for the year ended
September 30, 2002 as filed with the Securities and Exchange
Commission (the "Report"), I, Bill Brooks, Chief Executive Officer
of the Company, certify, pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that:

       (1)the Report fully complies with the requirements of section 13(a)
          of the Securities Exchange Act of 1934; and

       (2)the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of
          operations of the Company.


By:        /s/ Bill Brooks
       --------------------------------------------
Name:   Bill Brooks
        Chief Executive Officer
        February 20, 2003






                                  EXHIBIT 99.2

   In connection with the Amended Annual Report on Form 10-KSB
of Vista Continental Corporation(the "Company") for the year ended
September 30, 2002 as filed with the Securities and Exchange
Commission (the "Report"), I, Robert Taylor, Chief Financial
Officer of the Company, certify, pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

        (3) the Report fully complies with the requirements of section
            13(a) of the Securities Exchange Act of 1934; and

        (4) the information contained in the Report fairly presents,
            in all material respects, the financial condition and
            results of operations of the Company.



By:      /s/ Robert Taylor
       -------------------------------------------
Name:   Robert Taylor
        Chief Financial and Chief Accounting Officer
        February 20, 2003