UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A





x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
      1934













 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
  ACT




For
      the transition period
      form                                    
      toCommission
      File
  number      333-141641




VISTA DORADA
      CORP.


(Exact
name of small business issuer as specified in its charter)





Nevada
              98-0536305(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)




36
      Encology Executive Townhomes, 1776 V. Cruz, Makita City, Manila,
      Philippines(Address
      of principal executive
offices)




1-632-812-8861(Issuer’s
      telephone number)




N/A(Former
      name, former address and former fiscal year, if changed since last
      report)




Issuer’s telephone number                                                    1-632-812-8861




Securities
      registered pursuant to Section 12(b) of the
Act:




Title
      of each share
              Name
      of each exchange on which registeredNone
              NASD




Securities
      registered pursuant to Section 12 (g) of the Act:None(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 a shorter period
that Vista Dorada Corp. was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.





(1)   Yes
      x
              No
       ̈
              (2)
              Yes
      x    No
      o





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Vista Dorada Corp. 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.  ̈





State
      issuer’s revenues for its most recent fiscal year:
              $           -0-




Indicate
      by check mark whether the registrant is a shell company (as defined by
      Rule 12b-2 of Exchange Act).    Yes o  Nox




State the
aggregate market value of the voting stock held by nonaffiliates of Vista Dorada
Corp.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specific date within the past 60 days.





As at
December 31, 2008, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.





(ISSUER
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)





Not
applicable





(APPLICABLE
ONLY TO CORPORATE COMPANYS)





As of
December 31, 2008, Vista Dorada Corp. has 98,970,000 shares of common stock
issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.









TABLE
OF CONTENTS





PagePART
      1ITEM
      1.
                                                              DESCRIPTION
      OF BUSINESS
                                                              
                                                              3ITEM
      2.
                                                              DESCRIPTION
      OF PROPERTY
                                                              
                                                              9ITEM
      3.
                                                              LEGAL
      PROCEEDINGS
                                                              
                                                              12ITEM
      4.
                                                              SUBMISSION
      OF MATTERS TO VOTE OF SECURITIES HOLDERS
                                                              
                                                              12PART
      IIITEM
      5.
                                                              MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                                                              
                                                              12ITEM
      6.
                                                              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                                              
                                                              13ITEM
      7.
                                                              FINANCIAL
      STATEMENTS
                                                              
                                                              18ITEM
      8.
                                                              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                                              
                                                              18ITEM
      8A
                                                              CONTROLS
      AND PROCEDURES
                                                              
                                                              18PART
      IIIITEM
      9.
                                                              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
      SECTION 16 (a) OF THE EXCHANGE ACT
                                                              
                                                              20ITEM
      10.
                                                              EXECUTIVE
      COMPENSATION
                                                              
                                                              22ITEM
      11.
                                                              SECURITY
      OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
                                                              
                                                              24ITEM
      12.
                                                              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                                                              
                                                              26PART
      IVITEM
      13.
                                                              EXHIBITS
      AND REPORTS ON FORM 8-K
                                                              
                                                              27ITEM
      14
                                                              PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
                                                              
                                                              28SIGNATURES
                                                              
                                                              29




-2-




PART
1





ITEM
1.  DESCRIPTION OF BUSINESS





History
and Organization





Vista
Dorada Corp. (the “Company”) was incorporated under the laws of the State of
Nevada on August 25, 2006 under the name of Visa Dorada Corp. On August 31, 2006
the Company changed its name to Vista Dorada Corp. Our fiscal year end is
December 31. Our executive offices are located at 36 Encology Executive
Townhomes, 1776 V. Cruz, Makita City, Manila, Philippines. Our telephone number
is (632) 812-8861 and our fax number is (632) 817-9671. The Company does not
have any subsidiaries, affiliated companies or joint venture
partners.





We are
the registered and beneficial owner of a 100% interest in the Mocambo Gold Claim
(hereinafter referred to as the “VDC Claim”) situated in the Republic of Fiji.
VDC acquired the VDC Claim for the sum of $5,000 from EGM Resources Inc., an
unrelated third party vendor, by an agreement dated March 4, 2007. We are a
start-up mineral exploration company in the pre-exploration stage and have not
generated any operating revenues since inception.





We own no
other mineral property and are not engaged in the exploration of any other
mineral properties. There can be no assurance that a commercially viable mineral
deposit, an ore reserve, exists on the VDC Claim or can be shown to exist unless
and until sufficient and appropriate exploration work is carried out and a
comprehensive evaluation of such work concludes economic and legal
feasibility.





To date,
we have not conducted any exploration work on the VDC Claim. We will attempt to
raise additional capital to enable us to conduct exploration work and otherwise
fund the ongoing expenses of operating the Company.





We raised
$3,000 in initial seed capital on October 31, 2006 whereby 90,000,000 post split
common shares were issued to the officers and directors and we commenced our
search for a mineral property that held the potential to contain gold
mineralization.





On
December 20, 2006 we closed a private placement pursuant to Regulation S of the
Securities Act of 1933, whereby 8,970,000 post split common shares were sold to
raise $14,950.





We have
no fulltime employees and management of the Company, all or who reside in
Republic of the Philippines, devotes a very small percentage of their time to
the affairs of the Company. While none of our officers and directors is a
director or officer of any other company involved in the mining industry there
can be no assurance such involvement will not occur in the future. Such
involvement could create a conflict of interest.





Our
auditors have expressed substantial doubt about our ability to continue as a
going concern in their audit report dated February 5, 2008 attached to the
financial statements dated December 31, 2008. We have cash of $1,948 as at
December 31, 2008 and have liabilities of $41,249 of which $26,993 is owed to
our directors. Since our inception we have incurred accumulated losses of
$95,751. We anticipate minimum operating expenses for the next twelve months of
$44,627. It is extremely unlikely we will earn any revenue for a minimum of 5
years. We do not have any employees either full or part time.





The
Company has 98,970,000 shares outstanding.




-3-




The
Company is responsible for filing various forms with the United States
Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form
10-Q.





The
shareholders may read and copy any material filed by the Company with the SEC at
the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.
The shareholders may obtain information on the operations of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information which the Company has filed electronically with the SEC by assessing
the website using the following address: http://www.sec.gov . The Company has no
website at this time.





Planned
Business





The
following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the notes, which form
an integral part of the financial statements, which are attached
hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.




Cautionary
Statement Regarding Forward-Looking Statements




Some
discussions in this Form 10-K/A may contain forward-looking statements that
involve risks and uncertainties. These statements relate to future events or
future financial performance. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this prospectus. Forward-looking statements are often
identified by words like: “believe”, “expect”, “estimate”, “anticipate”,
“intend”, “project” and similar expressions or words which, by their nature,
refer to future events.




In some
cases, you can also identify forward-looking statements by terminology such as
"may", "will", "should", "plans", "predicts", "potential" or "continue" or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled "Risk Factors" below that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. In addition, you are directed to factors discussed
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section beginning on page 14 and as well as those discussed
elsewhere in this Form 10-K/A.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.




Foreign
Currency and Exchange Rates




Our
mineral property is located in the Republic of Fiji and costs expressed in the
geological report on the claims are expressed in Fijian Dollars. For purposes of
consistency and to express United States Dollars throughout this registration
statement, Fijian Dollars have been converted into United States currency at the
rate of US $1.00 being approximately equal to FJD $1.78 or FJD $1.00 being
approximately equal US $0.56 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements.




-4-




Risk Factors




An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. The following risk factors reflect the potential and
substantial material risks which could be involved if you decide to purchase
shares in our Company.




Risks
Associated with our Company:




1. Because our auditors have issued a
going concern opinion and because our officers and directors may not continue to
loan money to us, we may not be able to achieve our objectives and may have to
suspend or cease exploration activity .




Our
auditors' report on our 2008 financial statements expressed an opinion that
substantial doubt exists as to whether we can continue as an ongoing business
for the next twelve months. Although our President has agreed to loan or advance
up to $35,000, of which $26,993 has been advanced as at December 31, 2008, we
will have to raise additional capital to meet our expenses over the next twelve
months since only $8,007 has not been advanced to date. If we do not raise
additional capital through the issuance of treasury shares, we will be unable to
conduct exploration activity, beyond our initial work program, and may have to
cease operations and go out of business.




2. Our
liquidity, and thus our ability to continue to operate depend upon the
continuing willingness of our President, who is also our controlling
stockholder, to finance the Company’s operations.




We are
currently financing our continuing operations with cash loaned to us by our
President. To date our President has loaned us $26,993. He has agreed to advance
up to a further $8,007 on an ‘as needed’ basis over the next twelve months.
Without these loan advances, and absent our ability to raise capital otherwise,
we would be forced to go out of business. Furthermore, if our President were to
demand repayment of his loan advances we would not have sufficient funds to
satisfy our cash requirements and would be forced to go out of
business.




3.  
Because the probability of an individual prospect ever having reserves is
extremely remote, in all probability our property does not contain any reserves,
and any funds spent on exploration will be lost.




Because
the probability of an individual prospect ever having ore reserves is extremely
remote, in all probability our sole property, the VDC Claim, do not contain any
reserves, and any funds spent on exploration will be lost. If we cannot raise
further funds as a result, we may have to suspend or cease operations entirely
which would result in the loss of your investment.




4.   We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease exploration activity or
cease operations.




We were
incorporated in 2006, have not yet conducted any exploration activities and have
not generated any revenues. We have an insufficient exploration history upon
which to properly evaluate the likelihood of our future success or failure. Our
net loss from inception to December 31, 2008, the date of our audited financial
statements, is $95,751. Our ability to achieve and maintain profitability and
positive cash flow in the future is dependent upon




*
              our
      ability to locate a profitable mineral property*
              our
      ability to locate an economic ore reserve*
              our
      ability to generate revenues*
              our
      ability to reduce exploration
costs.




-5-




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues will cause us
to go out of business.




5.  
Because our officers and directors do not have technical training or experience
in starting, and operating an exploration company nor in managing a public
company, we will have to hire qualified personnel to fulfill these functions. If
we lack funds to retain such personnel, or cannot locate qualified personnel, we
may have to suspend or cease exploration activity or cease operations which will
result in the loss of your investment.




Because
our officers and directors are inexperienced with exploring for minerals and
starting, and operating a mineral exploration company, we will have to hire
qualified persons to perform surveying, exploration, and excavation of our
property. Our officers and directors have no direct training or experience in
these areas and as a result may not be fully aware of many of the specific
requirements related to working within the industry. Their decisions and choices
may not take into account standard engineering or managerial approaches, mineral
exploration companies commonly use. Consequently our exploration, earnings and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry. Additionally, our officers and directors
have no direct training or experience in managing and fulfilling the regulatory
reporting obligations of a ‘public company’ like VDC. Unless our two part time
officers are willing to spend more time addressing these matters, we will have
to hire professionals to undertake these filing requirements for VDC and this
will increase the overall cost of operations. As a result we may have to suspend
or cease exploration activity, or cease operations altogether, which will result
in the loss of your investment.




6.   We
have no known ore reserves. Without ore reserves we cannot generate income and
if we cannot generate income we will have to cease exploration activity which
will result in the loss your investment.




We have
no known ore reserves. Even if we find gold mineralizationwe cannot
guarantee that any gold mineralizationwill be
of sufficient quantity so as to warrant recovery. Additionally, even if we find
gold mineralizationin
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold mineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold deposits in economically recoverable quantities will mean we cannot
generate income. If we cannot generate income we will have to cease exploration
activity, which will result in the loss of your investment.




7.   If
we don't raise enough money for exploration, we will have to delay exploration
or go out of business, which will result in the loss of your
investment.




We
estimate that between our cash on hand and the $8,007 in additional cash agreed
to be advanced by our President we will not have sufficient capital to continue
operations for twelve months, including carrying out exploration work
recommended by our geologist at an estimated cost of $ 20,560 ($35,600 FGD).
However, we are in the very early pre-exploration stage and we will be unable to
conduct further exploration unless we raise additional capital. In the future we
may not have the funds necessary to conduct any exploration activity, beyond the
initial program recommended by our geologist, due to our inability to raise
additional capital. If that occurs we will have to delay such further
exploration or cease our exploration activity and go out of business which will
result in the loss of our shareholders’ investment.





-6-




8.  
Because we are small and do not have much capital, we must delay conduct of any
exploration and as a result may not find an ore body.Without an ore
body, we cannot generate revenues and you will lose your
investment.




Any
potential development of and production from our exploration property depends
upon the results of exploration programs and/or feasibility studies and the
recommendations of duly qualified engineers and geologists. Because we are small
and do not have much capital, we must limit our exploration activity unless and
until we raise additional capital. Any decision to expand our operations on our
exploration property will involve the consideration and evaluation of several
significant factors including, but not limited to:




●
            Costs
      of bringing the property into production including exploration preparation
      of production feasibility studies, and construction of production
      facilities;


●
            Availability
      and cost of financing;


●
            Ongoing
      costs of production;


●
            Market
      prices for the minerals to be
produced;


●
            Environmental
      compliance regulations and restraints;
and


●
            Political
      climate and/or governmental regulations and
  controls.




Such
programs will require very substantial additional funds. Because we may have to
limit our exploration, we may not find an ore body, even though our property may
contain mineralized material. Without an ore body, we cannot generate revenues
and our shareholders might loss their entire investment in our
Company.




9. We
may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration
activity.




Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital. If we cannot
find the products and equipment we need, we will have to suspend our exploration
plans until we do find the products and equipment we need.




10. Because our
officers and directors have other outside business activities and may not be in
a position to devote a majority of their time to our planned exploration
activity, our exploration activity may be sporadic which may result in periodic
interruptions or suspensions of exploration .




Our
President and CEO, will be devoting only approximately 10 hours per month, to
our operations and business. Our CFO and Secretary Treasurer will be devoting
approximately 5 hours per month to our operations. As a consequence our business
may suffer. For example, because our officers and directors have other outside
business activities and may not be in a position to devote a majority of their
time to our planned exploration activity, such exploration activity may be
sporadic or may be periodically interrupted or suspended. Such suspensions or
interruptions may cause us to cease operations altogether and go out of
business.





-7-




Risks
Associated with the Purchase of our Shares:




11. Because
mineral exploration and development activities are inherently risky, we may be
exposed to environmental liabilities. If such an event were to occur it may
result in a loss of your investment.




The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production. At
present, the VDC Claim, our sole property, does not have a known body of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and
the inability to obtain suitable or adequate machinery, equipment or labor are
other risks involved in extraction operations and the conduct of exploration
programs. We do not carry liability insurance with respect to our mineral
exploration operations and we may become subject to liability for damage to life
and property, environmental damage, cave-ins or hazards. There are also physical
risks to the exploration personnel working in rugged terrain, often in poor
climatic conditions. Previous mining exploration activities may have caused
environmental damage to the VDC Claim. It may be difficult or impossible to
assess the extent to which such damage was caused by us or by the activities of
previous operators, in which case, any indemnities and exemptions from liability
may be ineffective. If the VDC Claim is found to have commercial quantities of
ore, we would be subject to additional risks respecting any development and
production activities. Most exploration projects do not result in the discovery
of commercially mineable deposits of ore.




12. No matter how
much money is spent on the VDC Claim, the risk is that we might never identify a
commercially viable ore reserve.





No matter
how much money may be spent over the years on the VDC Claim, we might never be
able to find a commercially viable ore reserve. Over the coming years, we could
spend a great deal of money on the VDC Claim without finding anything of value.
There is a high probability the VDC Claim does not contain any reserves so any
funds spent on exploration will probably be lost.





13. Even with
positive results during exploration, the VDC Claim might never be put into
commercial production due to inadequate tonnage, low metal prices or high
extraction costs.





We might
be successful, during future exploration programs, in identifying a source of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible. If the cost of extracting any minerals that
might be found on the VDC Claim is in excess of the selling price of such
minerals, we would not be able to develop the VDC Claim. Accordingly even if ore
reserves were found on the VDC Claim, without sufficient tonnage of adequate
grade we would still not be able to economically extract the minerals from the
VDC Claim in which case we would have to abandon the VDC Claim and seek another
mineral property to develop, or cease operations altogether.




14. Because we
have not put a mineral deposit into production before, we will have to acquire
outside expertise. If we are unable to acquire such expertise we may be unable
to put our property into production and you may lose your
investment.




We have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon us using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.




-8-




15. We anticipate
the need to sell additional treasury share in the future meaning that there will
be a dilution to our existing shareholders resulting in their percentage
ownership in the Company being reduced accordingly.





We expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock. This will result in a dilution effect to our
shareholders whereby their percentage ownership interest in the Company is
reduced. The magnitude of this dilution effect will be determined by the number
of shares we will have to issue in the future to obtain the funds
required.




16. Because our
securities are subject to penny stock rules, you may have difficulty reselling
your shares.




Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.





ITEM 2. DESCRIPTION OF
PROPERTY




We intend
to undertake exploration work on the VDC Claim, located in Nadi,
Fiji.




We are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our
property.




We do not
have any ore body and have not generated any revenues from our
operations.




Our sole
mineral property is:





VDC
Claim





VDC is
the registered and beneficial owner of a 100% interest in the VDC Claim, located
in Nadi, Fiji. The VDC Claim is an unpatented mineral claim and was assigned to
VDC by EGM Resources Inc. on March 4, 2007 and the assignment was filed and
registered with the Mineral Resources Department of the Ministry of Energy and
Natural Resources of the government of the Republic of Fiji.





There are
no known environmental concerns or parks designated for any area covered by the
claim.




Location
and Access




The VDC
Claim is located approximately 60 kilometers (37 miles) north east of the town
of Nadi, Fiji. Access to our claim is via paved highway and thereafter by good
gravel road to the claim. Nadi has an experienced work force and can supply all
the necessary services needed for an exploration and development operation
including police, hospitals, groceries, fuel, helicopter services, hardware and
other necessary items. Drilling companies and assay facilities are available in
Nadi. The VDC Claim lies at an elevation of 1,800 feet near the northeast end of
the Nakasvudra Mountain Range. The main mountain ridge has a maximum peak of
4,800 feet with steep east facing slopes. The topography and relief of the VDC
Claim is fairly rugged. The climate is mild year round with the rainy season in
May to October. Tropical mountain forest grows at the lower elevations in the
northeast corner of the claim and good rock exposure is found along the peaks
and ridges in the western portion of the claim.




-9-




Property
Geology





To the
east of the VDC Claim are intrusives consisting of such rocks as tonalite,
monzonite and gabbro while the claim itself is underlain by the Ba Volcanic
Group sediments and volcanic. The property lies on the Fiji Fracture Zone. The
intrusives also socnsiste of grandorioite towards the western most point of the
claim.





The Ba
Volcanic Group consists of inerlayerd chert, argillite and massive andesitic to
basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite,
pyrrhotite. Mineralization has been reported on the VDC Claim and structures and
the shear zones affiliated with mineralization on adjacent properties pass
through the claim.





Previous
Exploration




While
past work on the VDC Claim has indicated the presence of sulphide mineralization
containing gold and silver values, records indicate that no detailed exploration
has been completed on the property.




Proposed
Exploration Work – Plan of Operation




Mr.
Jayesh Singh, geologist authored the "Summary of Exploration on the Mocambo
Property, Nadi”, Fiji dated March 1, 2007 (the “Singh Report”), in which he
recommended a phased exploration program to properly evaluate the potential of
the VDC Claim. We must conduct exploration to determine what minerals exist on
our property and whether they can be economically extracted and profitably
processed. We plan to proceed with exploration of the VDC Claim, in the manner
recommended in the Singh Report, to determine the potential for discovering
commercially exploitable deposits of gold and silver.




We do not
have any ores or reserves whatsoever at this time on the VDC Claim.




Mr. Singh
is a registered geologist in good standing in the Geological Society of Fiji. He
is a graduate of the University of Sydney, Australia with a Bachelor of Science
(Hons.) in 1973 and a Masters of Science in 1982. Mr. Singh has practiced his
profession as a geologist for over 32 years.




The Singh
Report recommends a phased exploration program to properly evaluate the
potential of the VDC Claim. We anticipate, based on the Singh Report, that the
initial phase of the recommended geological exploration program will cost
approximately $20,560 ($36,600 FJD). The cost estimates for this work program
are based on Mr. Singh’s recommendations and reflect local costs for this type
of work.




We intend
to undertake this work at some point during the fall of 2009 Precise timing of
the work will depend upon weather conditions in the vicinity of the VDC Claim.
The objective is to avoid carrying out work during the May to October rainy
season.




Our
planned work will include detailed geological mapping, the creation of maps
showing the location of all roads within and near the perimeter of the VDC
Claim; silt sampling of every drainage or draw, including soil sampling if
necessary and prospecting. When we map, we essentially generate a drawing of the
physical features of the land we are interested in as well as a depiction of
what may have been found in relation to the boundaries of the property. So we
will actually draw a scale map of the area and make notes on it as to the
location where anything was found that was of interest or not. In the process we
also conduct geochemical surveying and sampling. This will include identifying
any showings which warrant sampling by assay, i.e. any rock formations that
warrant our taking soil and rock samples from the VDC Claim will be taken to a
laboratory where a determination of the elemental make up of the sample and the
exact concentrations of gold, copper and other indicator minerals can be
made.




-10-




Based on
the Singh Report we expect the costs of this and related work to total
approximately $20,560 ($36,600FJD).




Particularly
since we have a limited operating history, no reserves and no revenue, our
ability to raise additional funds to conduct Phase II work might be limited. If
we are unable to raise the necessary funds, we would be required to suspend
VDC's operations and liquidate our company.




We will
focus available working capital on the exploration of the VDC Claim, our sole
property.




There are
no permanent facilities, plants, buildings or equipment on the VDC
Claim.




Competitive
Factors




The gold
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the gold
exploration and mining business which is the cornerstone of the founding and
early stage development of the mining industry. While we generally compete with
other exploration companies, there is no competition for the exploration or
removal of minerals from our Claim. Readily available gold markets exist around
the world for the sale of gold. Therefore, we will likely be able to sell any
gold that we are able to recover, in the event commercial quantities are
discovered on the VDC Claim. There is no ore body on the VDC Claim.




Government
Regulation




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in Fiji, which govern prospecting, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters. We
believe that we are in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in Fiji.




Environmental
Regulation




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.




Competition




We
compete with other exploration companies searching for gold and other precious
metals properties. There is competition for the limited number of gold
acquisition opportunities, some of which is with other companies having
substantially greater financial resources than we do. As a result, we may have
difficulty acquiring attractive exploration properties.




We
believe no single company has sufficient market power to affect the price or
supply of gold in the world market.




-11-




Employees




Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our Claim and an engineer or geologist to manage the exploration
program. At present, we have no employees as such although each of our officers
and directors works for the Company on a part time basis. None of our officers
and directors has an employment agreement with us. We presently do not have
pension, health, annuity, insurance, profit sharing or similar benefit plans;
however, we may adopt such plans in the future. There are presently no personal
benefits available to any employee.




We intend
to hire geologists, engineers and other subcontractors on an as needed basis. We
have not entered into negotiations or contracts with any of them although it is
our intention to retain Mr. Singh as senior geological consultant. We do not
intend to initiate negotiations or hire anyone unless and until we have the
funds necessary to commence exploration activities.




Investment
Policies





The
Company does not have an investment policy at this time. Any excess funds it has
on hand will be deposited in interest bearing notes such as term deposits or
short term money instruments. There are no restrictions on what the director is
able to invest or additional funds held by the Company. Presently the Company
does not have any excess funds to invest.





ITEM 3. LEGAL
PROCEEDINGS





There are
no legal proceedings to which the Company is a party or to which the VDC claims
are subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.




ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITIES HOLDERS





There has
been no Annual General Meeting of Stockholders since the Company’s date of
inception. Management hopes to hold an Annual General Meeting of Stockholders
during 2009.





ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS





Since
inception, there has been no trading in the Company’s shares although it is
currently listed on the OTC Bulletin Board and the Company has not paid any
dividends on its common stock, and it does not anticipate that it will pay
dividends in the foreseeable future. As at December 31, 2008, the Company had 43
shareholders; two of these shareholders are an officers and director of the
Company.





Option
Grants and Warrants outstanding since Inception.




-12-




No stock
options have been granted since the Company’s inception.





There are
no outstanding warrants or conversion privileges for the Company’s
shares.




ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





We are a
start-up, pre-exploration stage company, have a limited operating history and
have not yet generated or realized any revenues from our exploration activities
on our sole property, the VDC Claim.




Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the VDC Claim.
That cash must be raised from other sources. Our only other source for cash at
this time is investments by others in the Company. We must raise cash to
implement our planned exploration program and stay in business.




To meet
our need for cash we must raise additional capital. We will attempt to raise
additional money through a private placement, public offering or through loans.
Our President has agreed to loan us up to a further $8,007, of which he has
already contributed $26,993, on an ‘as needed’ basis over the coming year which
will allow us to pay some of our immediate accounts payable such as auditors and
transfer agent’s fee but will not allow us to pay our total accounts payable or
those expenses to be incurred over the next twelve months. At the present time,
we have not made any arrangements to raise additional cash from other sources.
We require additional cash to continue operations. If we cannot raise it we may
have to abandon our planned exploration activities until we do raise additional
cash.




We
estimate we will require $44,627 in cash over the next twelve months, including
the cost of planned exploration work (as recommended in the Singh Report) on the
VDC Claim. We estimate our cash on hand will not allow us to continue in
business for not even a month and thereafter we will require our President
advance funds to us (up to a further $8,007 as agreed) to enable us to partially
finance our operations for the next 12 months.




We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.




We may
attempt to interest other companies to undertake exploration work on the VDC
Claim through joint venture arrangement or even the sale of part of the VDC
Claim. Neither of these avenues has been pursued as of the date of this
prospectus.




We do not
intend to hire any employees at this time. All of the work on the property will
be conducted by unaffiliated independent contractors that we will hire on an ‘as
needed’ basis. The independent contractors will be responsible for such work
including surveying, geology, engineering, exploration, and excavation. A
geologist, Mr. Singh if he is available, will be hired to evaluate the
information derived from any exploration work we undertake.




Limited
Operating History; Need for Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues. Further, we have not generated any
revenues since our formation on August 25, 2006. We do not presently have funds
necessary to enable us to undertake exploration work on the VDC Claim except for
the funds to be advanced by our President. We would also like to raise
additional capital through equity financing but management has made no decision
on this regard. Our business is subject to risks inherent in the establishment
of a new business enterprise, including limited capital resources, delays in the
exploration of our property, and possible cost overruns due to price and cost
increases in services.




-13-




To become
profitable and competitive, we must invest in the exploration and development of
our property before we could start production of any minerals we may find. We
must obtain equity or debt financing to provide the capital required to
implement the phased exploration program recommended to us by Mr. Singh.We have no assurance that
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to commence, continue, develop
or expand our exploration activities. Even if available, equity financing could
result in additional dilution to existing shareholders.




Overview




Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred a net loss from
operations for the period ended from inception on August 25, 2006 to December
31, 2008 of $95,751. We did not earn any revenues during the aforementioned
period.




Our
financial statements included in this Form 10-K/A have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.




Our
Planned Exploration Program




We must
conduct exploration to determine what amounts of minerals exist on the VDC Claim
and if such minerals can be economically extracted and profitably
processed.




Our
planned exploration program is designed to efficiently explore and evaluate our
property.




Our
anticipated exploration costs over the next twelve on the VDC Claim are
approximately $20,560 ($36,600 FJD). This figure represents the anticipated cost
to us of completing the work program outlined in the Singh Report. Should the
results of this work be sufficiently encouraging to justify our undertaking a
second phase of work, diamond drilling, as contemplated in the Singh Report we
will have to raise additional investment capital.




Liquidity
and Capital Resources





As of
December 31, 2008 our total assets were $1,948 and our total liabilities were
$41,249 including $26,993 due to a related party, our President.





Including
the cost of completing our planned exploration program on the VDC Claim, our
non-elective expenses over the next twelve months, are expected to be as
follows:





Source of Expense
                    
                    
                    AmountAccountant
                    (i)
                    
                    $
                    3,500Auditors
                    (ii)
                    
                    
                    4,000Bank
      charges
                    
                    
                    
                    10Exploration
                    (iii)
                    
                    
                    20,560Filing
      fees
                    (iv)
                    
                    
                    300Office
      and miscellaneous
                    (v)
                    
                    
                    1,000Transfer
      agent’s fees
                    (vi)
                    
                    
                    1,000Estimated
      expenses before accounts payable
                    
                    
                    
                    30,370Accounts
      payable - unrelated parties - Dec. 31, 2008
                    
                    
                    
                    14,257Estimated
      expensed for the twelve months
                    
                    
                    $
                    44,627




-14-




(i)
            Accountant
            Regardless
      of the time of the effectiveness of this registration statement, VDCwill
      have to file quarterly financial statements as
  follows:





Period Ending
                
                Accountant’s
                  FeesMarch
      31, 2009 – three month period
                
                $
                750June
      30, 2009 – six  month period
                
                
                750September
      30, 2009 – nine month period
                
                
                750December
      31, 2009 –  fiscal year end
                
                
                1,250Estimated
      total expense
                
                $
                3,500





(ii)
            Auditors
            Similar
      to accountant’s fees noted above the following expense isestimated to
      occur over the next twelve month
period:





Period Ending
                
                Auditors’
                  FeesMarch
      31, 2009 –  three month period
                
                $
                500June
      30, 2009 –  six month period
                
                
                500September
      30, 2009 –  nine month period
                
                
                500December
      31, 2009 – fiscal year end
                
                
                2,500Estimated
      total expense
                
                $
                4,000




(iii)
            Exploration
            Jayesh
      Singh has estimated that the work he has recommended consisting of
      geological mapping, geophysical surveying and geochemical surveying and
      sampling will cost FJD$35,600
(US$20,560).


,


(iv)
            Filing
      Fees:
            Annually
      our Company will be required to pay to the Secretary of State of Nevada
      afiling fee to maintain it in good standing for a further
      year.





(v)
            Office
      and miscellaneous
            Based
      on our experience to date we have estimated office and miscellaneous
      expenses for the next twelve months for such items as delivery,
      photocopying, faxing and general office
  supplies.




(vi)
            Transfer
      agent’s fees
            The
      annual charge by Holladay Stock Transfer Inc. to act as transfer agent for
      VDC is $500.  The additional charge of $500 represents the cost
      of preparation of share certificates under this registration statement and
      other miscellaneous expenses which might be
  incurred.




Should
funding prove unavailable from other sources, our President has agreed to
advance to the Company a further $8,007.  Our President has agreed to
advance these funds on an ‘as needed’ basis to ensure VDC is able to pay its
accounts payable as and when due, pay its accountants and other professional
advisers during the year as well as undertake exploration work on the VDC Claim,
as recommended in the Singh Report.





Even with
the further advance of $8,007 from our President, we will not have sufficient
funds to meet on ongoing obligations.   Nevertheless, our future
operations are dependent upon our ability to obtain third party financing in the
form of debt and equity and ultimately to generate future profitable operations
or income from its investments.  As of December 31, 2008 we have not
generated revenues, and have experienced negative cash flow from
operations.




From
inception to December 31, 2008.




We
incurred accumulated net losses since inception of $95,751 as detailed in the
following table:




Accounting
      and audit
                
                
                
                
                $
                21,250Bank
      charges
                
                
                
                
                
                (13
                )Consulting
                
                
                
                
                
                17,000Contributed
      expenses:Management
      fees
                
                
                28,000Rent
                
                
                6,300Telephone
                
                
                4,200
                
                
                
                38,500Edgarizing
                
                
                
                
                
                
                2,225Exploration
      expenses
                
                
                
                
                
                
                5,000Filing
      fees
                
                
                
                
                
                
                1,068Incorporation
      costs
                
                
                
                
                
                
                670Legal
                
                
                
                
                
                
                2,904Office
      expenses
                
                
                
                
                
                
                3,100Transfer
      agent’s fees
                
                
                
                
                
                
                4,047Net
      loss since inception
                
                
                
                
                
                $
                95,751




-15-




Balance
Sheet




Total
cash and cash equivalents, as at December 31, 2008 was $1,948 and our negative
working capital as at December 31, 2008 was $39,301.




The
Company does not pay management fees, rent or telephone.  However we
recognize there is a cost associated with these services.  Accordingly
we accrue on our ‘Statement of Operations’,  as ‘Administrative
Expense’, the amount of $1,000 per month for management fee, $225 per month for
rent and $150 per month for telephone.  These amounts are credited to
“Capital in Excess of Par Value” on our Balance Sheet.  These amounts,
while accrued, will never be paid out, in cash, shares or otherwise, in the
future.





No
revenue was generated during the period from inception to December 31, 2008, or
thereafter.




Total
shareholders’ deficiency as at December 31, 2008 was $39,301. Total shares
outstanding as at December 31, 2008 were 98,970,000 and there have been no
change in the issued and outstanding shares in the first few days of January
2009 up to the date of filing this Form 10-K/A.




CERTAIN
TRANSACTIONS




There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:




On
October 31, 2006 VDC issued to:




(i) our
President, Principal Executive Officer and Director, Jimmy Soo, 60,000,000 post
split common shares for total consideration of $2,000.  Mr. Soo has
qualified 6,000,000 of these post split shares for re-sale pursuant to our
effective registration statement; and





(ii)
Principal Financial Officer, Principal Accounting Officer, Secretary Treasurer
and a Director, Donn Lee, 30,000,000 post split shares total consideration of
$1,000.  Mr. Lee has qualified 3,000,000 of these shares for re-sale
pursuant to our effective registration statement.





MARKET
FOR COMMON SHARES & RELATED STOCKHOLDERS MATTERS





Market
Information





There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.





The
number of shares subject to Rule 144 is 81,000,000   Share
certificates representing these shares have the appropriate legend affixed on
them.





There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.




-16-




While our
shares are traded on n the OTC Bulletin Board.   Although the
OTCBB does not have any listing requirements per se, to be eligible for
quotation on the OTCBB, we must remain current in our filings with the SEC;
being as a minimum Forms 10-Q and 10-K.     Securities
already quoted on the OTCBB that become delinquent in their required filings
will be removed following a 30 or 60 day grace period if they do not make their
filing during that time.





In the
future our common stock trading price might be volatile with wide
fluctuations.  Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;





●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to
ours;





●
            the
      exploration results on the VDC Claim,
and





●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance.  In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company.  Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.




Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or  uncertainties that have
had,  or are reasonably likely to have, a material impact on our
business or income, either in the long term of short term, as more fully
described under ‘Risk Factors’.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exists which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.




-17-




ITEM
7.    FINANCIAL STATEMENTS




The
financial statements attached to this Form 10-K/A for the year ended December
31, 2008 have been examined by our independent accountants, Madsen &
Associates CPA’s Inc. and attached hereto.





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




During
the year ended December 31, 2008, to the best of our knowledge, there have been
no disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.





ITEM
8A – CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer along with our Chief
Financial Officer, of the effectiveness of the design of our disclosure controls
and procedures (as defined by Exchange Act Rule 13a-15(e) and 15a-15(e)) as
of December 31, 2008 pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, our Principal Executive Officer along with our Principal Financial
Officer concluded that our disclosure controls and procedures are not effective
as of the end of the period covered by this annual report in ensuring that
information required to be disclosed by us in 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. This conclusion is based on findings that constituted material
weaknesses. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s interim
financial statements will not be prevented or detected on a timely
basis.





Management’s Report on Internal
Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on criteria established in the
framework inInternal
Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC
guidance on conducting such assessments. Management concluded, as of December
31, 2008, that our internal control over financial reporting was not effective.
Management realized there were deficiencies in the design or operation of the
Company’s internal control that adversely affected the Company’s internal
controls which management considers to be material weaknesses.




-18-




In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●              The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.





●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.





●              There
is no effective controls instituted over financial disclosure and the reporting
processes.





Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the
Company.    Management will have to address the lack of
independent members on the Audit Committee and identify an “expert” for the
Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so.   By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee.   With the addition of other Board Members and
staff the segregation of duties issue will be address and will no longer be a
concern to management.  By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.





Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.





This
Annual Report on Form 10-K/A does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Our management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only our management’s report
in this annual report.





Nevertheless,
our management has determined that all matters to be disclosed in this report
have been fully and accurately reported. We are in the process of improving our
processes and procedures to ensure full, accurate and timely disclosure in the
current fiscal year, with the expectation of establishing effective disclosure
controls and procedures and internal control over financial reporting as soon as
reasonably practicable. For the fiscal year ending December 31, 2010, our
independent registered public accounting firm will be required to issue a report
on management’s assessment of our internal control over financial reporting and
their evaluation of the operating effectiveness of our internal control over
financial reporting. Our assessment requires us to make subjective judgments and
our independent registered public accounting firm may not agree with our
assessment.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal controls over financial reporting that occurred
during the three months ended December 31, 2008 that have materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting. We believe that a control system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within any
company have been detected.





-19-




PART
111





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





Each of
our Directors serves until his successor is elected and qualified. Each of our
officers is elected by the Board of Directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The Board of Directors has no nominating or compensation
committees.




The name,
address, age and position of our officers and directors is set forth
below:




Name and Address
                    
                    Position(s)
                    
                    AgeJimmy
      S. Soo
                      Manila,
      Philippines
                    
                    Principal
      Executive
                      Officer,
      President and Director (1)
                    
                    50Donn
      P.T. Lee
                      Manila,
      Philippines
                    
                    Principal
      Financial Principal
                      Accounting
      Officer, Secretary-Treasurer and Director (2)
                    
                    55




(1)
            Jimmy
      S. Soo was appointed a director on August 25, 2006, and President and the
      Principal Executive Officer on September 6,
  2006.





(2)
            Donn
      P.T. Lee was appointed director on September 2, 2006 and was appointed and
      Principal Financial Officer and Principal Accounting Officer and
      Secretary-Treasurer on September 6,
2006.





The
percentage of common shares beneficially owned, directly or indirectly, or over
which control or direction are exercised by the directors and officers of our
Company, collectively, is 90.9% of the total issued and outstanding
shares.




Neither
of our directors or officers has professional or technical accreditation in the
mining business.




JIMMY SOO
has been the President and a Director of the Company since September 6,
2006.   Mr. Soo was born in Manila, Philippines on August 24,
1957.  After graduating high school, from Manila’s Xavier School, in
1974 he attended the University of Philippines receiving a Bachelor of Science
degree in 1980 and a Bachelor of Laws degree in 1984. Mr.Soo was admitted to the
Philippines bar in 1985.  Mr. Soo has practiced law in Manila
continuously since being admitted to the bar and is presently a partner in the
firm of Soo, Gutierrez, Leogardo and Lee. Mr. Soo has concentrated his practice
in the area of corporate and commercial law and has advised companies involved
in the mineral exploration business.





DONN P.T.
LEE has been our Secretary Treasurer, Principal Financial Officer and Principal
Accounting Officer since September 6, 2006.  Born in 1953, in the city
of Tarlac, Tarlac Province, Mr Lee entered the University of Philippines after
high school graduation.  He received his Bachelor of Laws degree in
1984 and was admitted to the Philippines bar in 1985. Mr. Lee has practiced law
continuously since graduation and from 1992 to the present has been a partner in
the firm of Soo, Gutierrez, Leogardo and Lee.




-20-




Neither
of our officers and directors work full time for our company.  Jimmy
Soo spends approximately 10 hours a month on administrative and accounting
matters. It is anticipated Mr. Soo will spend more time on VDC’s businesses,
approximately 30 hours a month, during the next year as and if and when VDC
becomes more active in our exploration activities.  As PFO/PAO, Donn
Lee spends approximately 5 hours per month on corporate matters.  With
recent preparation of this Registration Statement and because the
Company  intends to seek a quotation on the OTCBB in the near future
Mr. Lee’s time spent on Company affairs is expected to continue at this pace for
the foreseeable future.   Our Secretary Treasurer expects to
continue to devote approximately 10 hours per month on our
operations.





Neither
of our directors and officers are directors of another company registered under
the Securities and Exchange Act of 1934.  There were two meetings of
the Board of Directors from inception to December 31, 2008.




Audit
Committee Financial Expert





Our audit
committee is comprised of Jimmy Soo, our President, and Donn Lee our Secretary
Treasurer.  Neither Mr. Soo nor Mr. Lee can be considered an “audit
committee financial expert” as defined in Item 401 of Regulation
S-B.  The Company does not presently have, among its officers and
directors, a person meeting these qualifications.  However Mr. Soo,
Chairman of the Audit Committee, has engaged the services of an independent
Chartered Accountant, a person who meets the qualification of “audit committee
financial expert”, to provide advice to the Audit Committee as and when the
committee meets to review the Company’s financial statements





Apart
from the Audit Committee, the Company has no other Board
committees.





Conflicts
of Interest





While
none of our officers and directors is a director or officer of any other company
involved in the mining industry there can be no assurance such involvement will
not occur in the future.  Such involvement could create a conflict of
interest.





To ensure
that potential conflicts of interest are avoided or declared to VDC’s and its
shareholders and to comply with the requirements of the Sarbanes Oxley Act of
2002, the Board of Directors adopted, on September 6, 2006, a Code of Business
Conduct and Ethics. The Company’s Code of Business Conduct and Ethics embodies
our commitment to such ethical principles and sets forth the responsibilities of
VDC and its officers and directors to its shareholders, employees, customers,
lenders and other stakeholders. Our Code of Business Conduct and Ethics
addresses general business ethical principles, conflicts of interest, special
ethical obligations for employees with financial reporting responsibilities,
insider trading rules, reporting of any unlawful or unethical conduct, political
contributions and other relevant issues.





Significant
Employees





We have
no paid employees as such.  Our Officers and Directors fulfill many
functions that would otherwise require VDC to hire employees or outside
consultants.  We anticipate engaging the services of certain
consultants to assist in the exploration of the VDC Claim.  These
individuals will be responsible for the completion of the geological work on our
claim and, therefore, will be an integral part of our operations although they
will not be considered employees either on a full time or part time
basis.  This is because our exploration programs will not last more
than a few weeks and once completed these individuals will no longer be
required.  We have not identified any individual who would work as a
consultant for us.


-21-


Family
Relationships
 
 Our
President/CEO together with our CFO/CAO and Secretary Treasurer are unrelated
and neither is related to any of the other of our 41 shareholders.
 
 Involvement
in Certain Legal Proceedings
 
 To the
knowledge of the Company, during the past five years, none of our directors or
executive officers:
 
 (1)
              has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by the
      court for the business or property of such person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filings;
 
 (2)
              was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);
 
 (3)
              was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:
 
 (i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;
 (ii)  engaging
in any type of business practice; or
 (iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;
 
 (4)
              was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;
 
 (5)
              was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated.
 
 (6)
              was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.
 
 ITEM
10.      EXECUTIVE COMPENSATION
 
 We have
not paid any executive compensation during the period since inception as can be
noted from the following summary:
  -22-
 
 Summary
Compensation Table
 
 Long
      Term CompensationAnnual
      Compensation
                                                      
                                                      
                                                      Award
                                                      
                                                      
                                                      Payouts(a)
                                                      
                                                      (b)
                                                      
                                                      (c)
                                                      
                                                      
                                                      (e)
                                                      
                                                      
                                                      (f)
                                                      
                                                      
                                                      (g)
                                                      
                                                      
                                                      (h)
                                                      
                                                      
                                                      (i)Name
      and Principal
                                                        position
                                                      
                                                      Year
                                                      
                                                      Salary
                                                      
                                                      
                                                      Other
      annual
                                                        Comp.
      ($)
                                                      
                                                      
                                                      Restricted
      stock
                                                        awards
      ($)
                                                      
                                                      
                                                      Options/
      SAR
                                                        (#)
                                                      
                                                      
                                                      LTIP
                                                        Pay-outs
      ($)
                                                      
                                                      
                                                      All
      other
                                                        Compensation
                                                        ($)Jimmy
      S. Soo
                                                      
                                                      2006
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Principal
      Executive
                                                      
                                                      2007
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Officer,
      President and Director
                                                      
                                                      2008
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Donn
      Lee
                                                      
                                                      2006
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Principal
      Financial Officer,
                                                      
                                                      2007
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-Principal
      Accounting Officer, Secretary Treasurer and Director
                                                      
                                                      2008
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
                                                      
                                                      
                                                      
                                                      -0-
  Compensation
of Directors
  We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.
 
 Employment
Agreements with Executive Officers and Directors
 
 There are
no employment agreements with any officers or directors other than the money
payment to them as more fully described elsewhere in this Form
10-K/A.
 
 Stock
Option Plan
 
 We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees.  We do not have a long-term
incentive plan nor do we have a defined benefit, pension plan, profit sharing or
other retirement plan.
 
 Bonuses
and Deferred Compensation
 
 None
 
 Compensation
Pursuant to Plans
 
 None
 
 Pension
Table
 
 None
  -23-
 
 Termination
of Employment
 
 There are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Summary of Compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person’s employment
with the Company, or any change in control of the Company, or a change in the
person’s responsibilities following a change in control of the
Company.
 
 Activities
since Inception
 
 Our
President Jimmy Soo Hill arranged for incorporation of our company, subscribed
for shares to provide initial working capital, and identified the VDC Claim,
arranged for its acquisition, commissioned a geological report on the VDC Claim
obtaining the assistance of professionals as needed.  Mr. Soo has
coordinated preparation of this registration statement and has principal
responsibility for preparation of our periodic reports and all other matters
normally performed by an executive officer.  He was instrumental in
identifying investors to participate in the private placement closed on December
20, 2006
 
 Our
Principal Financial Officer, Principal Accounting Officer and Secretary
Treasurer assisted in identifying investors to participate in the private
placement closed on December 20, 2006 and also assisted in preparation of this
registration statement.
 
 ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
following table sets forth, as at January 10, 2009 the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.
  Title or Class
                                  
                                  Name and Address of Beneficial Owner (1)
                                  
                                  Amount of
                                    Beneficial Ownership (2)
                                  
                                  
                                  Percent of ClassCommonStock
                                  
                                  Jimmy
      Soo
                                    9th Floor, Sage
      House
                                    110
      V.A. Rufino St.,Legaspi Villiage, Makita City, Metro Manila
      Philippines
                                  
                                  
                                  60,000,000
                                  
                                  
                                  
                                  60.6
                                  %CommonStock
                                  
                                  Donn
      P.T. Lee
                                    12
      Mt. Fariweather, Filivest Homes I, Quezon City,
Philippines
                                  
                                  
                                  30,000,000
                                  
                                  
                                  
                                  30.3
                                  %Common
      Stock
                                  
                                  Directors
      and Officers as a Group
                                  
                                  
                                  90,000,000
                                  
                                  
                                  
                                  90.9
                                  %
 
 (1)
              The
      security ownership disclosed in this table is of record and
      beneficial.
  -24-
  (2)
              Under
      Rule 13-d of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.
  Future
Sales by Existing Shareholders
  As of
January 10, 2009 there are a total of 98,970,000 shares of our common stock are
issued and outstanding. Of these all 98,970,000 being 100%, are ‘restricted
shares’ as defined in Rule 144 of the Securities Act of 1933. Under our
effective registration statement, we qualified for trading 17,970,000 restricted
shares, being approximately 18.16% of our issued shares leaving 81,000,000
shares being approximately 81.84% of our shares, as ‘restricted shares’ under
Rule 144 owned by the following persons:
  Donn
      P.T. Lee
                  
                  27,000,000
      sharesJimmy
      S. Soo
                  
                  54,000,000 sharesTotal
      restricted shares
                  
                  81,000,000
shares
  Under
Rule 144 restricted shares can be publicly sold, subject to volume restrictions
and restrictions on the manner of sale, commencing one year after their
acquisition.
  VDC does
not have any securities that are convertible into common stock.
  DESCRIPTION
OF SECURITIES
 
 Our
authorized capital consists of 200,000,000 shares of common stock, par value
$0.001 per share, of which 98,970,000 shares are presently
issued.  .
 
 The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.
 
 The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.
 
 In
addition, the shares are not convertible into any other
securities.   There are no restrictions on dividends under any
loan or other financing arrangements.
 
 Non-Cumulative
Voting.
 
 The
holders of our shares of common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of Directors, can elect all of the Directors to be elected, if
they so choose.   In such event, the holders of the remaining
shares will not be able to elect any of our Directors.
 
 Dividend
Policy
 
 As of the
date of this prospectus we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends will be at
the discretion of the Board of Directors and will depend on our earnings, if
any, capital requirements and financial position, general economic conditions
and other pertinent conditions.  It is our present intention not to
pay any cash dividends in the near future.
  -25-
  Change
in Control of Our Company
 
 We do not
know of any arrangements which might result in a change in control.
 
 Transfer
Agent
 
 During
the current year, we changed transfer agents from Action Stock Transfer Corp.,
7069 S. Highland Drive, Suite 300, Salt Lake City, UT., 84121 to Holladay Stock
Transfer, 2939 North 67th  Place, Scottsdale, Arizona, 85251 who agreed to act as our
transfer agent.
 
 Debt
Securities and Other Securities
 
 There are
no debts or other securities outstanding.
 
 Compliance
with Section 16 (a) of the Exchange Act
 
 The
Company knows of no director, officer, beneficial owner of more than ten percent
of any class of equity securities of the Company’s registered pursuant to
Section 12 (“Reporting Person”) that failed to file any reports required to be
furnished pursuant to Section 16(a).  No director or officer filed a
Form 3 with the SEC during the period under review.
  ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  Transactions
with Management and Others
 
 Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of the Company, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company’s common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
 
 Indebtedness
of Management
 
 There
were no material transactions, or series of similar transactions, since
inception of the Company, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a part, in which the
amount involved exceeded $60,000 and in which any director or executive officer,
or any security holder who is known to the Company to own of record or
beneficially more than 5% of the common shares of the Company’s capital stock,
or any member of the immediate family of any of the foregoing persons, has an
interest.
 
 Transactions
with Promoters
 
 The
Company does not have promoters and has no transactions with any
promoters.
  -26-
 
 PART
IV
 
 ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)  (1)   Financial
Statements.The following financial statements are included in
this report:
 
 Title of Document
                    
                    PageReport
      of Madsen & Associates, CPA’s Inc.
                    
                    30Balance
      Sheet as at December 31, 2008 and 2007
                    
                    31Statement
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period from August 25, 2006 (date of inception) to December 31,
      2008
                    
                    32Statement
      of Changes in Shareholders’ Equity for period from August 25, 2006 (date
      of inception) to December 31, 2008
                    
                    33Statement
      of Cash Flows for the years ended December 31, 2008 and 2007 and for the
      period from August 25, 2006 (date of inception) to December 31,
      2008
                    
                    34Notes
      to the Financial Statements
                    
                    35
 
 (a)  (2)   Financial Statement
Schedules
 
 The
following financial statement schedules are included as part of this
report:
 
 None.
 
 (a)  (3)   Exhibits
 
 The
following exhibits are included as part of this report by
reference:
 
 3
                            
                            Corporate
      Charter (incorporated by reference from Vista Dorada’s Registration
      Statement on Form SB-2 filed on March 29, 2007, Registration No.
      333-141641)3
      (i)           Articles
      of Incorporation (incorporated by reference from Vista
      Dorada’sRegistration Statement on Form SB-2 filed on March 29, 2007,
      RegistrationNo. 333-141641)3
      (ii)           By-laws
      (incorporated by reference from Vista Dorada’s Registration Statement on
      Form SB-2 filed on March 29, 2007, Registration No.
      333-141641)4
                            
                            Stock
      Specimen (incorporated by reference from Vista Dorada’s Registration
      Statement on Form SB-2 filed on March 29, 2007, Registration No.
      333-141641)10.1
                            
                            Transfer
      Agent and Registrar Agreement (incorporated by reference from Vista
      Dorada’s Registration Statement on Form SB-2 filed on March 29, 2007
      Registration No.
333-141641)
  -27-
 
 ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 (1)
              Audit
      Fees
 
 The
aggregate fees billed by the independent registered accountants for the year
ended December 31, 2008 for professional services for the review of the
quarterly financial statements as at March 31, June 30 and September 30, 2008,
annual financial statements as of December 31, 2008 and services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those period years were as follows:  $500
for each of the quarters ended March 31, June 30 and September 30, 2008 and
$2,500 for the audit of December 31, 2008.
 
 (2)
              Audit-Related
      Fees
 
 The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of Vista Dorada’s financial statements
and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.
 
 (3)
              Tax
      Fees
 
 The
aggregate fees billed in December 31, 2008 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
NIL.
 
 (4)
              All
      Other Fees
 
 During
the period from inceptions to December 31, 2008 there were no other fees charged
by the principal accountants other than those disclosed in (1) and (3)
above.
 
 (5)
              Audit
      Committee’s Pre-approval Policies
 
 At the
present time, there are not sufficient directors, officers and employees
involved with Vista Dorada nor to make any pre-approval policies
meaningful.  Once Vista Dorada has elected more directors and
appointed directors and non-directors to the Audit Committee it will have
meetings and function in a meaningful manner.
 
 (6)
              Audit
      Hours Incurred
 
 The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Vista Dorada’s internal accountant.
  -28-
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 VISTA
      DORADA CORP.(Registrant)Dated:
      March 30, 2010
                  
                  /s/ Qi NaBy:
      Qi NaIts:
      Chief Executive Officer and Director(Principal
      Executive Officer)
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
 
 Dated:
      March 30, 2010
                    
                    /s/ Qi NaQi
      Na,Chief
      Executive Officer and DirectorDated:
      March 30, 2010
                    
                    /s/ Zhao YingBy:
      Zhao YingChief
      Financial Officer(Principal
      Financial Officer and Principal Accounting Officer)Dated:
      March 30, 2010
                    
                    /s/ Hou Tie XinHou
      Tie Xin,Chairman
      of the BoardDated:
      March 30, 2010
                    
                    /s/ Xu Jia RongXu
      Jia Rong,Director
  -29-
 
 MADSEN
      & ASSOCIATES, CPA’s INC.
                
                684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants Board
                
                Murray,
      Utah, 84107Telephone
      801-268-2632
 
 Board of
Directors
 Vista
Dorada Corp.
 Manila,
Philippines
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We have
audited the accompanying balance sheets of Vista Dorada Corp. (pre-exploration
stage company) at December 31, 2008 and 2007, and the statement of operations,
stockholders' equity, and cash flows for the years ended December 31, 2008 and
2007 and for the period August 25, 2006 (date of inception) to December 31,
2008. 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 the 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.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure 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 Dorada Corp. as at December
31, 2008 and 2007, and the results of operations, and cash flows for the years
ended December 31, 2008 and 2007 and the period August 25, 2006 (date of
inception) to December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Murray,
      Utah
                /s/  “Madsen
      & Associates, CPA’s Inc.”January
      12, 2009
  -30-
 
 VISTA
DORADA CORP.
 (A
Pre-exploration Stage Company)
 BALANCE
SHEETS
 
 Dec.
      31, 2008
                        
                        
                        Dec.
      31, 2007ASSETSCURRENT
      ASSETSCash
                        
                        $
                        1,948
                        
                        
                        $
                        1,918Total
      Current Assets
                        
                        $
                        1,948
                        
                        
                        $
                        1,918LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                        
                        $
                        14,256
                        
                        
                        $
                        8,227Accounts
      payable – related parties
                        
                        
                        26,993
                        
                        
                        
                        16,260Total
      Current Liabilities
                        
                        
                        41,249
                        
                        
                        
                        24,487STOCKHOLDERS’
      DEFICIENCYCommon
      stock200,000,000
      shares authorized, at $0.001 par value;98,970,000
      shares issued and outstanding
                        
                        
                        98,970
                        
                        
                        
                        98,970Capital
      in excess of par value
                        
                        
                        (42,520
                        )
                        
                        
                        (59,020
                        )Deficit
      accumulated during the pre-exploration stage
                        
                        
                        (95,751
                        )
                        
                        
                        (62,519
                        )Total
      Stockholders’ Deficiency
                        
                        
                        (39,301
                        )
                        
                        
                        (22,569
                        )$
                        1,948
                        
                        
                        $
                        1,918
 
 The
accompanying notes are an integral part of these financial
statements.
  -31-
 
 VISTA
DORADA CORP.
 (A
Pre-exploration Stage Company)
 STATEMENTS
OF OPERATIONS
 For the
years ended December 31, 2008 and 2007 and for the period from August 25, 2006
(date of inception) to December 31, 2008
 
 Year ended
                    Dec. 31 2008
                  
                  
                  Year ended
                    Dec. 31, 2007
                  
                  
                  Inception (Aug. 25, 2006)
                    to Dec. 31, 2008REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -EXPENSESExploration
      costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000Administrative
                  
                  
                  33,232
                  
                  
                  
                  46,014
                  
                  
                  
                  90,751NET
      LOSS FROM OPERATIONS
                  
                  $
                  (33,232
                  )
                  
                  $
                  (46,014
                  )
                  
                  $
                  (95,751
                  )NET
      LOSS PER COMMON SHAREBasic
      and diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )AVERAGE
      OUTSTANDING SHARESBasic
                  
                  
                  98,970,000
                  
                  
                  
                  98,970,000
 
 The
accompanying notes are an integral part of these financial
statements.
  -32-
 
 VISTA
DORADA CORP.
 (Pre-Exploration
Stage Company)
 STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIENCY
 
 Period
August 25, 2006 (date of inception) to December 31, 2008
 
 Common
                  Shares
                
                
                Stock
                  Amount
                
                
                Capital inExcess of
                  Par Value
                
                
                Accumulated DeficitBalance
      August 25, 2006
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Issuance
      of common shares for cash - October 31, 2006
                
                
                90,000,000
                
                
                
                90,000
                
                
                
                (87,000
                )
                
                
                -Issuance
      of common shares for cash – December 20, 2006
                
                
                8,970,000
                
                
                
                8,970
                
                
                
                5,980
                
                
                
                -Capital
      contributions – expenses
                
                
                -
                
                
                
                -
                
                
                
                5,500
                
                
                
                -Net
      operating loss for the four  months nded December 31,
      2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (16,505
                )Capital
      contributions – expenses
                
                
                -
                
                
                
                -
                
                
                
                16,500
                
                
                
                -Net
      operating loss for the year ended December 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (46,014
                )Capital
      contributions – expenses
                
                
                -
                
                
                
                -
                
                
                
                16,500
                
                
                
                -Net
      operating loss for the year ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (33,232
                )Balance
      as at December 31, 2008
                
                
                98,970,000
                
                
                $
                98,970
                
                
                $
                (42,520
                )
                
                $
                (95,751
                )
 
 The
accompanying notes are an integral part of these financial
statements
  -33-
 
 VISTA
DORADA CORP.
 (A
Pre-exploration Stage Company)
 
 STATEMENTS
OF CASH FLOWS
 
 For the
year ended December 31, 2008 and 2007 and for the period from August 25, 2006
(date of inception) to December 31, 2008
 
 Year Ended
                  Dec. 31, 2008
                
                
                Year Ended
                  Dec. 31, 2007
                
                
                Inception
                  (Aug. 25, 2006) to
                  Dec. 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (33,232
                )
                
                $
                (46,014
                )
                
                $
                (95,751
                )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Changes
      in accounts payable
                
                
                6,029
                
                
                
                2,213
                
                
                
                14,256Capital
      contributions – expenses
                
                
                16,500
                
                
                
                16,500
                
                
                
                38,500Net
      Cash  Provided (Used) in Operations
                
                
                (10,703
                )
                
                
                (27,301
                )
                
                
                (42,995
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                
                
                -
                
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      payable – related parties
                
                
                10,733
                
                
                
                11,260
                
                
                
                26,993Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                17,950Cash
      flows from financing activities
                
                
                10,733
                
                
                
                11,260
                
                
                
                44,943Net
      Increase (Decrease) in Cash
                
                
                30
                
                
                
                (16,041
                )
                
                
                1,948Cash
      at Beginning of Period
                
                
                1,918
                
                
                
                17,959
                
                
                
                -CASH
      AT END OF YEAR
                
                $
                1,948
                
                
                $
                1,918
                
                
                $
                1,948
 
 The
accompanying notes are an integral part of these financial
statements
  -34-
 
 VISTA
DORADA CORP.
 (A
Pre-exploration Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 December
31, 2008
  1.
              ORGANIZATION
 
 Visa
Dorada Corp. was incorporated under the laws of the State of Nevada on August
25, 2006 and on August 31, 2006 changed its name to Vista Dorada Corp. (the
“Company”).  The Company’s authorized capital stock is 200,000,000 shares
at $0.001 par value.
 
 The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves, had
been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the pre-exploration stage.
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 Accounting
Methods
 
 The
Company recognizes income and expenses based on the accrual method of
accounting.
 
 Dividend
Policy
 
 The
Company has not yet adopted a policy regarding payment of
dividends.
 
 Basic and
Diluted Net Income (loss) Per Share
 
 Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.   Diluted net income
(loss) per share amounts are computed using the weighted average number of
common and common equivalent shares outstanding as if shares had been issued on
the exercise of the common share rights unless the exercise becomes antidulutive
and then only the basic per share amounts are shown in the report.
 
 Evaluation
of Long-Lived Assets
 
 The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.
 
 Income
Taxes
 
 The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
 
 On
December 31, 2008, the Company had a net operating loss carry forward of $95,751
for income tax purposes.  The tax benefit of approximately $28,700
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years.  Losses expire in 2029.
  -35-
 
 VISTA
DORADA CORP.
 (A
Pre-exploration Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 December
31, 2008
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued
  Revenue
Recognition
 
 Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
 
 Advertising
and Market Development
 
 The
company expenses advertising and market development costs as
incurred.
 
 Financial
Instruments
 
 The
carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.
 
 Estimates
and Assumptions
 
 Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.
 
 Statement
of Cash Flows
 
 For the
purposes of the statement of cash flows, the Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.
 
 Unproven
Mining Claim Costs
 
 Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
 
 Environmental
Requirements
 
 At the
report date environmental requirements related to the mineral claim acquired are
unknown and therefore any estimate of any future cost cannot be
made.
 
 Financial
Instruments
 
 The
carrying value of financial instruments, including cash and accounts payable,
are considered by management to be their estimated fair value.
  -36-
 
 VISTA
DORADA CORP.
 (A
Pre-exploration Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 December
31, 2008
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued
 
 Recent
Accounting Pronouncements
 
 The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
 
 3.
              AQUISITION
      OF MINERAL CLAIM
 
 On March
4, 2007, the Company acquired the Mocambo Gold Claim located in the Republic of
Fiji from EGM Resources Inc., an unrelated company, for the consideration of
$5,000.  The Mocambo Gold Claim is located 45 miles from the City of
Nadi.  Under Fijian law, the claim remains in good standing as long as
the Company has an interest in it.   There are no annual
maintenance fees or minimum exploration work required on the Claim.
 
 4.
              SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY
 
 Officers-directors
and their families have acquired 91% of the common stock issued and have made no
interest, demand loans to the Company of $26,993 and have made contributions to
capital of $38,500 in the form of expenses for the Company.
 
 5.
              CAPITAL
      STOCK
 
 During
October 2006, the Company completed a private placement of 90,000,000 post split
common shares for $3,000 to its directors and a private placement of 8,970,000
post split common shares for $14,950.
 
 On
February 5, 2008, the shareholders of the Company approved a 30 to 1 forward
stock split, resulting in an increase of the outstanding shares of common stock
from 3,299,000 to 98,970,000. The 98,970,000 post split common shares are shown
as split from the date of inception.
 
 6.
              GOING
      CONCERN
 
 The
Company intends to seek business opportunities that will provide a
profit.  However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.
 
 Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.
  -37-