**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





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





For
                the
                year endedDecember 31, 2007





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





For
                the
                transition period formtoCommission
                File
                number333-141641





**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 number1-632-812-8861Securities
                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 [ ]





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-KSB
      or any amendment to this Form 10-KSB. [ ]





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
      [X]
      No [ ]








-1-





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, 2007, 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, 2007, Vista Dorada Corp. has 3,299,000 shares of common stock
      issued and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred under Part IV.








-2-






**TABLE
      OF CONTENTS**


PART
      1


Page




ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            4ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            10ITEM
                3.
            LEGAL
                PROCEEDINGS
            13ITEM
                4.
            SUBMISSION
                OF MATTERS TO VOTE OF SECURITIES HOLDERS
            13PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            13ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            14ITEM
                7.
            FINANCIAL
                STATEMENTS
            19ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            19ITEM
                8A
            CONTROLS
                AND PROCEDURES
            19PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
                SECTION 16 (a) OF THE EXCHANGE ACT
            19ITEM
                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
            26ITEM
                14
            PRINCIPAL
                ACCOUNTANTS FEES AND SERVICES
            27SIGNATURES
            29








-3-








**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 and 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 299,000 common shares were sold at the price
      of
      $0.05 per share 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, 2007. We have cash of $1,918 as at
      December 31, 2007 and have liabilities of $24,487 of which $16,260 is owed
      to
      our directors. Since our inception we have incurred accumulated losses of
      $62,519. We anticipate minimum operating expenses for the next twelve months
      of
      $39,202. 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 3,299,000 shares outstanding.






-4-





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





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 10K-SB 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-KSB.




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 $1.68 or FJD $1.00 being
      approximately equal US $0.60 which is the approximate average exchange rate
      during recent months and which is consistent with the incorporated financial
      statements.






-5-






**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 2007 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 to us to finance our expected expenses over the next 12 months,
      nevertheless, 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 $16,519. He has agreed to advance
      up to a further $19,000 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, 2007, the date of our audited financial
      statements, is $62,519. 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.






-6-




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 mineralization ****** we
      cannot
      guarantee that any gold mineralization ****** will
      be
      of sufficient quantity so as to warrant recovery. Additionally, even if we
      find
      gold mineralization ****** in
      sufficient quantity to warrant recovery, we cannot guarantee that the ore will
      be recoverable. Finally, even if any gold mineralization ****** is
      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 $19,000 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 $ 21,500 ($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.






-7-






***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.




***5.***
            ***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.




***6.***
            ***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.






-8-







**Risks
      Associated with the Purchase of our Shares:**




***10.
      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.




***11.
      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.





***12.
      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.




***13.
      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. ******






-9-






***14.
      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.




***15.
      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.






-10-







**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 $21,500 ($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 2007. 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.






-11-






Based
      on
      the Singh Report we expect the costs of this and related work to total
      approximately $21,500 ($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.






-12-






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




**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 plans to hold an Annual General Meeting of Stockholders
      during 2008.




**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, 2007, the Company had
      35
      shareholders; two of these shareholders are an officers and director of the
      Company.





Option
      Grants and Warrants outstanding since Inception.





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





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






-13-






**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 $19,000, of which he has
      already contributed $16,260, on an ‘as needed’ basis over the coming year to
      enable us to meet our budgeted obligations for the coming 12 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 $39,202 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 $19,000 as agreed) to enable us to 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.






-14-




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, 2007 of $62,519. We did not earn any revenues during the aforementioned
      period.




Our
      financial statements included in this Form 10-KSB 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 $21,500 ($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, 2007 our total assets were $1,918 and our total liabilities were
      $24,487 including $16,260 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
            
            50Exploration
            (iii)
            21,500Filing
                fees
            (iv)
            225Office
                and miscellaneous
            (v)
            500Transfer
                agent’s fees
            (vi)
            1,200Estimated
                expenses before accounts payable
            
            30,975Accounts
                payable as at December 31, 2007
            
            8,227Estimated
                expensed for the twelve months
            
            $39,202






-15-







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





Period
                Ending
            
            Accountant’sFeesMarch
                31, 2008 - three month period
            
            $
                750June
                30, 2008 - six month period
            
            750September
                30, 2008 - nine month period
            
            750December
                31, 2008 - fiscal year end
            
            1,250Estimated
                total expense
            
            $3,500





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





Period
                Ending
            
            Auditors’FeesMarch
                31, 2008 - three month period
            
            $
                500June
                30, 2008 - six month period
            
            500September
                30, 2008 - nine month period
            
            500December
                31, 2008 - 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$21,500).





(iv)  Filing
      Fees  Annually
      our Company will be required to pay to the Secretary of State of Nevada
      a filing
      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 Action Stock Transfer Inc. to act as transfer agent for VDC
      is
      $500. The additional charge of $700 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 $19,000. 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 $19,000 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, 2007 we have not generated revenues,
      and have experienced negative cash flow from operations.




**From
      inception to December 31, 2007.**




We
      incurred accumulated net losses since inception of $62,519 as detailed in the
      following table:




Accounting
                and audit
            
            $
                12,700Bank
                charges
            
            17Consulting
            
            15,000Contributed
                expenses:Management
                fees
            16,000Rent
            3,600Telephone
            2,400
            22,000Edgarizing
            
            1,225Exploration
                expenses
            
            5,000Incorporation
                costs
            
            670Legal
            
            2,500Office
                expenses
            
            2,1041,303Net
                loss since inception
            
            $62,519






-16-




**Balance
      Sheet**




Total
      cash and cash equivalents, as at December 31, 2007 was $1,918 and our negative
      working capital as at December 31, 2007 was $22,569.




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, 2007,
      or
      thereafter.




Total
      shareholders’ equity as at December 31, 2007 was $22,569. Total shares
      outstanding as at December 31, 2007 were 3,299,000.




As
      of
      March 15, 2007 our share capital outstanding was 3,299,000 common
      shares.




**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, 2,000,000 shares
      at the price of $0.001 per share for total consideration of $2,000. Mr. Soo
      has
      qualified 200,000 of these shares for re-sale pursuant to this prospectus;
      and





(ii)
      Principal Financial Officer, Principal Accounting Officer, Secretary Treasuer
      and a Director, Donn Lee, 1,000,000 shares at the price of $0.001 per share
      for
      total consideration of $1,000. Mr. Lee has qualified 100,000 of these shares
      for
      re-sale pursuant to this prospectus.





**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 3,299,000. 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 this prospectus
      and no shares have been offered pursuant to an employee benefit plan or dividend
      reinvestment plan.





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,
      issuers must remain current in their filings with the SEC; being as a minimum
      Forms 10Q-SB and 10K-SB. 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. .






-17-







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 exist 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.






-18-







**FINANCIAL
      STATEMENTS**




The
      financial statements attached to this Form 10-KSB for the year ended December
      31, 2007 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, 2007, 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**




(a)  Evaluation
      of Disclosure Controls and Procedures





Our
      Chief
      Executive Officer and our Chief Financial Officer, after evaluating the
      effectiveness of the Company’s controls and procedures (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) as of the end
      of
      the period covered by this annual report on Form 10-KSB (the “Evaluation Date”),
      have concluded that as of the Evaluation Date, The Company’s disclosure controls
      and procedures were adequate and effective to ensure that material information
      relating to it would be made known to it by others, particularly during the
      period in which this annual report on Form 10-KSB was being
      prepared.





(b)  Changes
      in Internal Controls





There
      were no changes in the Company’s internal controls or in other factors that
      could affect its disclosure controls and procedures subsequent to the Evaluation
      Date, nor any deficiencies or material weaknesses in such disclosure controls
      and procedures requiring corrective actions.





**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:






-19-






**Name
                and****Address**
            **Position(s****)**
            **Age**Jimmy
                S. Soo
              Manila,
                Philippines
            Principal
                ExecutiveOfficer,
                President
              and
                Director(1)
            49Donn
                P.T. Lee
              Manila,
                Philippines
            Principal
                Financial PrincipalAccounting
              Officer,
                Secretary-Treasurerand
                Director(2)
            54





(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.





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, 2007.






-20-




**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.





**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 33 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;






-21-







(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:




**Summary
      Compensation Table**





Long
                Term CompensationAnnual
                Compensation
            Award
            Payouts





(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                and
              Principalposition
            Year
            Salary
            Otherannual
              Comp.
              ($)
            Restrictedstock
              awards
              ($)
            Options/SAR
              (#)
            LTIP
              Pay-outs
              ($)
            All
                other
              Compensation
              ($)Jimmy
                S. Soo
              Principal
                Executive
              Officer,
                Presidentand
                Director
            2006
              2007
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Virgilio
                Santana Principal Financial Officer,Principal
                Accounting Officer, Secretary Treasurer
              and
                Director
            2006-
              2007
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-






-22-






**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 10K-SB.





**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





**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






-23-






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 31, 2007 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****Class**Common
              Stock
            Jimmy
                Soo
              9thFloor, Sage House
              110
                V.A. Rufino St.,Legaspi Villiage, Makita City, Metro Manila
                Philippines
            2,000,000
            60.6%Common
              Stock
            Donn
                P.T. Lee
              12
                Mt. Fariweather, Filivest Homes I, Quezon City, Philippines
            1,000,000
            30.3%Common
              Stock
            Directors
                and Officers as a
              Group
            3,000,000
            90.9%





(1)
            The
                security ownership disclosed in this table is of record and
                beneficial.





(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 31, 2007 there are a total of 3,299,000 shares of our common stock
      are
      issued and outstanding. Of these all 3,299,000, 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 599,000 restricted
      shares, being approximately 18.16% of our issued shares leaving 2,700,000 shares
      being approximately 81.84% of our shares, as ‘restricted shares’ under Rule 144
      owned by the following persons:






-24-







Donn
                P.T. Lee
            900,000
                sharesJimmy
                S. Soo
            1,800,000sharesTotal
                restricted shares
            2,700,000shares




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 3,299,000 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.





**Change
      in Control of Our Company**





We
      do not
      know of any arrangements which might result in a change in control.





**Transfer
      Agent**





We
      have
      engaged the services of Action Stock Transfer Corp., 7069 S. Highland Drive,
      Suite 300, Salt Lake City, UT., 84121, to act as transfer and registrar.






-25-






**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.





**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, 2007
            31Statement
                of Operations for the years ended December 31, 2007 and 2006 and
                for the
                period from August 25, 2006 (date of inception) to December 31,
                2007
            32Statement
                of Changes in Shareholders’ Equity for period from August 25, 2006 (date
                of inception) to December 31, 2007
            33Statement
                of Cash Flows for the years ended December 31, 2007 and 2006 and
                for the
                period from August 25, 2006 (date of inception) to December 31,
                2007
            34Notes
                to the Financial Statements
            35






-26-




(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)










**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, 2007 for professional services for the review of the
      quarterly financial statements as at March 31, June 30 and September 30, 2007,
      annual financial statements as of December 31, 2007 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, 2007 and $2,500 for
      the
      audit of December 31, 2007.





(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.






-27-





(3)  Tax
      Fees





The
      aggregate fees billed in December 31, 2007 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, 2007 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)





February
      5, 2008





By:
      JIMMY SOO


Jimmy
      Soo


Chief
      Executive Officer,


President
      and Director





By:
      DONN P.T. Lee


Donn
      P.
      T. Lee


Chief
      Accounting Officer,


Chief
      Financial Officer and Director







-29-







**MADSEN
      & ASSOCIATES, CPA’s INC.**    684
      East
      Vine Street, #3


Certified
      Public Accountants and Business Consultants Board  Murray,
      Utah, 84107


Telephone
      801-268-2632





Board
      of
      Directors


Vista
      Dorada Corp.


Manila,
      Philippines




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM**





We
      have
      audited the accompanying balance sheet of Vista Dorada Corp. (pre-exploration
      stage company) at December 31, 2007, and the related statements of operations,
      changes in stockholders' equity, and cash flows for the year ended December
      31,
      2007 and for the period from August 25, 2006 to December 31, 2006 and for the
      period from August 25, 2006 (date of inception) to December 31, 2007. 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 audits.





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. 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 statements 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. at December
      31,
      2007, and the results of operations and cash flows for the year ended December
      31, 2007 and for the period from August 25, 2006 to December 31, 2006 and the
      period from August 25, 2006 (date of inception) to December 31, 2007, in
      conformity with generally accepted accounting principles.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company will need additional working
      capital for its planned activities and to service its debt, 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.”*


February
      5, 2008









-30-









**VISTA
      DORADA CORP.**


(A
      Pre-exploration Stage Company)


**BALANCE
      SHEETS**


December
      31, 2007





**2007**
            **2006****ASSETS****CURRENT
                ASSETS**Cash
            **$****1,918**
            **$****17,959**Total
                Current Assets
            **$****1,918**
            **$****17,959****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable
            **$
                8,227**
            **$
                6,014**Accounts
                payable - related parties
            **16,260**
            **5,000**Total
                Current Liabilities
            **24,487**
            **11,014****STOCKHOLDERS’
                DEFICIENCY**Common
                stock200,000,000
                shares authorized, at $0.001 par value;3,299,000
                shares issued and outstanding
            **3,299**
            **3,299**Capital
                in excess of par value
            **36,651**
            **20,151**Deficit
                accumulated during the pre-exploration stage
            **(62,519)**
            **(16,505)**Total
                Stockholders’ Deficiency
            **(22,569)**
            **6,945****$****1,918**
            **$****17,959**











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
      year ended December 31, 2007 and for the period from August 25, 2006 to December
      31, 2006 and for the period from August 25, 2006 (date of inception) to December
      31, 2007





Year
                endedDec.
                31,2007
            Inception(Aug.
                25, 2006)
              to
                Dec. 31,2006
            Inception
              (Aug.
                25, 2006) to Dec. 31,2007**REVENUES**
            **$****-**
            **$****-**
            **$****-****EXPENSES**Exploration
                costs
            **-**
            **5,000**
            **5,000**Administrative
            **46,014**
            **11,505**
            **57,519****NET
                LOSS FROM OPERATIONS**
            **$****(46,014)**
            **$****(16,505)**
            **$****(62,519****)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$****(0.01)**
            **$****(0.01)****AVERAGE
                OUTSTANDING SHARES**Basic
            **3,299,000**
            **3,171,953**





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, 2007





CommonShares
            StockAmount
            Capital
                inExcess
                of
              Par
                Value
            AccumulatedDeficit**Balance
                August 25, 2007**
            -
            $
                -
            $
                -
            $
                -Issuance
                of common shares for cash at$0.001
                - October 31, 2006
            3,000,000
            3,000
            -
            -Issuance
                of common shares for cash at$0.05
                - December 20, 2006
            299,000
            299
            14,651
            -Capital
                contributions - expenses
            -
            -
            5,500
            -Net
                operating loss for the four monthsended
                December 31, 2006
            -
            -
            -
            (16,505)Capital
                contribution - expenses
            -
            -
            16,500
            -Net
                operating loss for the year endedDecember
                31, 2007
            -
            -
            -
            (46,014)**Balance
                as at December 31, 2007**
            ******3,299,000******
            **$****3,299**
            **$****36,651**
            **$****(62,519)**





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, 2007 and for the period from August 25, 2006 to December
      31, 2006 and for the period from August 25, 2006 (date of inception) to December
      31, 2007





**Year****Ended****Dec.
                31,**
              **2007**
            **Inception****(Aug.
                25**
              **2006(to
                Dec.****31,
                2006**
            **Inception****(Aug.
                25, 2006) to Dec.****31,
                2007****CASH
                FLOWS FROM****OPERATING
                ACTIVITIES:**Net
                loss
            **$
                (46,014)**
            **$
                (16,505)**
            **$
                (62,519)**Adjustments
                to reconcile net loss to net cash provided byoperating
                activities:Changes
                in accounts payable
            **2,213**
            **6,014**
            **8,227**Capital
                contributions - expenses
            **16,500**
            **5,500**
            **22,000**Net
                Cash Provided (Used) in Operations
            **(27,301)**
            **(4,991)**
            **(32,292)****CASH
                FLOWS FROM INVESTING ACTIVITIES:**Change
                in account payable - related parties
            **11,260**
            **5,000**
            **16,260****CASH
                FLOWS FROM FINANCING****ACTIVITIES**Proceeds
                from issuance of common stock
            **-**
            **17,950**
            **17,950**Net
                Increase (Decrease) in Cash
            **(16,041)**
            **17,959**
            **1,918**Cash
                at Beginning of Period
            **17,959**
            **-**
            **-****CASH
                AT END OF YEAR**
            **$****1,918******
            **$****17,959**
            **$****1,918**





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, 2007


**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, 2007, the Company had a net operating loss carry forward of $62,519
      for income tax purposes. The tax benefit of approximately $18,700 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
      2028.






-35-








**VISTA
      DORADA CORP.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


December
      31, 2007





**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, 2007





**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
                for
                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 $16,260 and have made contributions
      to
      capital of $22,000 in the form of expenses for the Company.





**5.**  **CAPITAL
      STOCK**





During
      October 2006, the Company completed a private placement of 3,000,000 common
      shares for $3,000 to its directors and a private placement of 299,000 common
      shares for $14,950.




**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-