lvg_10q-80630.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
[ X
] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30,
2008
or
[
] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _____________ to _____________
Commission
File Number: 000-30426
|
LARGO
VISTA GROUP, LTD
|
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
Nevada
|
|
76-0434540
|
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
|
|
|
4570
Campus Drive
|
|
|
|
|
Newport
Beach, CA
|
|
92660
|
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
(949)
252-2180
|
|
|
(Registrant’s
telephone number, including area code)
|
|
|
|
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
[ X ] Yes [
] No
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
[
] Yes [ X ] No
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
[ X ] Yes [
] No
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check
One):
Large
accelerated filer [
]
|
Accelerated
filer [
]
|
|
|
Non-accelerated
filer [
]
(Do
not check if a smaller reporting company)
|
Smaller
reporting company [
X ]
|
LARGO
VISTA GROUP, LTD.
Table of
Contents
PART
I.
|
FINANCIAL
INFORMATION
|
|
|
|
|
Item
1.
|
Financial Statements
(Unaudited)
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
Item
2.
|
|
11
|
|
|
|
Item
4.
|
|
14
|
|
|
|
PART
II.
|
OTHER
INFORMATION
|
|
|
|
|
Item
1.
|
|
14
|
|
|
|
Item
2.
|
|
15
|
|
|
|
Item
6.
|
|
16
|
CONDENSED CONSOLIDATED
BALANCE SHEETS
|
|
June
30,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
ASSETS
|
|
(unaudited)
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
and cash equivalent
|
|
$ |
7,305 |
|
|
$ |
51,155 |
|
Accounts
receivable, net
|
|
|
108,749 |
|
|
|
105,180 |
|
Employee
advances
|
|
|
7,000 |
|
|
|
31,239 |
|
Inventories,
at cost
|
|
|
42,107 |
|
|
|
24,562 |
|
Prepaid
expenses and other
|
|
|
50,840 |
|
|
|
30,153 |
|
Total
current assets
|
|
|
216,001 |
|
|
|
242,289 |
|
|
|
|
|
|
|
|
|
|
Property
and equipment, at cost
|
|
|
20,459 |
|
|
|
19,221 |
|
Less:
accumulated depreciation
|
|
|
19,838 |
|
|
|
18,495 |
|
|
|
|
621 |
|
|
|
726 |
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
755 |
|
|
|
755 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
217,377 |
|
|
$ |
243,770 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND DEFICIENCY IN STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Cash
disbursed in excess of available funds
|
|
$ |
1,709 |
|
|
$ |
- |
|
Accounts
payable and accrued liabilities
|
|
|
730,687 |
|
|
|
767,386 |
|
Advances
from customers
|
|
|
27,795 |
|
|
|
- |
|
Notes
payable to related parties
|
|
|
478,773 |
|
|
|
482,773 |
|
Due
to related parties
|
|
|
330,850 |
|
|
|
330,069 |
|
Total
current liabilities
|
|
|
1,569,814 |
|
|
|
1,580,228 |
|
|
|
|
|
|
|
|
|
|
DEFICIENCY
IN STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value; 25,000,000 shares authorized, none issued and
outstanding at June 30, 2008 and December 31, 2007
|
|
|
- |
|
|
|
- |
|
Common
stock, $0.001 par value; 400,000,000 shares authorized, 336,634,537 and
313,276,262 shares issued and outstanding at June 30, 2008
and December 31, 2007, respectively
|
|
|
336,634 |
|
|
|
313,276 |
|
Additional
paid-in capital
|
|
|
16,088,385 |
|
|
|
15,881,322 |
|
Accumulated
deficit
|
|
|
(17,794,127 |
) |
|
|
(17,539,012 |
) |
Accumulated
other comprehensive income:
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
16,671 |
|
|
|
7,956 |
|
Deficiency
in stockholders' equity
|
|
|
(1,352,437 |
) |
|
|
(1,336,458 |
) |
|
|
|
|
|
|
|
|
|
Total
liabilities and deficiency in stockholders' equity
|
|
$ |
217,377 |
|
|
$ |
243,770 |
|
See the
accompanying notes to the unaudited condensed consolidated financial
statements
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES
(unaudited)
|
|
Three
months ended June 30,
|
|
|
Six
months ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Revenue
|
|
$ |
69,164 |
|
|
$ |
100,197 |
|
|
$ |
148,668 |
|
|
$ |
184,427 |
|
Cost
of sales
|
|
|
56,338 |
|
|
|
86,982 |
|
|
|
118,389 |
|
|
|
156,437 |
|
Gross
profit
|
|
|
12,826 |
|
|
|
13,215 |
|
|
|
30,279 |
|
|
|
27,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
general and administrative
|
|
|
192,681 |
|
|
|
64,172 |
|
|
|
270,154 |
|
|
|
200,537 |
|
Depreciation
|
|
|
75 |
|
|
|
260 |
|
|
|
148 |
|
|
|
982 |
|
|
|
|
192,756 |
|
|
|
64,432 |
|
|
|
270,302 |
|
|
|
201,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(179,930 |
) |
|
|
(51,217 |
) |
|
|
(240,023 |
) |
|
|
(173,529 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net
|
|
|
(7,531 |
) |
|
|
(8,644 |
) |
|
|
(15,092 |
) |
|
|
(17,428 |
) |
Total
other expenses
|
|
|
(7,531 |
) |
|
|
(8,644 |
) |
|
|
(15,092 |
) |
|
|
(17,428 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations before income taxes
|
|
|
(187,461 |
) |
|
|
(59,861 |
) |
|
|
(255,115 |
) |
|
|
(190,957 |
) |
Provision
for income taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net
loss
|
|
|
(187,461 |
) |
|
|
(59,861 |
) |
|
|
(255,115 |
) |
|
|
(190,957 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss): foreign currency translation income
(loss)
|
|
|
3,035 |
|
|
|
2,444 |
|
|
|
8,715 |
|
|
|
(948 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
$ |
(184,426 |
) |
|
$ |
(57,417 |
) |
|
$ |
(246,400 |
) |
|
$ |
(191,905 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per common share (basic and assuming diluted)
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
Weighted
average shares outstanding
|
|
|
333,553,951 |
|
|
|
291,697,797 |
|
|
|
328,849,601 |
|
|
|
290,403,213 |
|
See the
accompanying notes to the unaudited condensed consolidated financial
statements
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
|
|
Six
months ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net
loss from operations
|
|
$ |
(255,115 |
) |
|
$ |
(190,957 |
) |
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
148 |
|
|
|
982 |
|
Common
stock issued for services rendered
|
|
|
6,000 |
|
|
|
6,000 |
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
3,110 |
|
|
|
57,456 |
|
Inventories
|
|
|
(15,511 |
) |
|
|
665 |
|
Employee
advances
|
|
|
25,504 |
|
|
|
(19,328 |
) |
Prepaid
expenses and other
|
|
|
(18,214 |
) |
|
|
(10,586 |
) |
Cash
disbursed in excess of available funds
|
|
|
1,709 |
|
|
|
- |
|
Accounts
payable and other liabilities
|
|
|
184,851 |
|
|
|
164,180 |
|
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
|
|
(67,518 |
) |
|
|
8,412 |
|
|
|
|
|
|
|
|
|
|
NET
CASH FROM INVESTING ACTIVITIES:
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds
from sale of common stock
|
|
|
15,000 |
|
|
|
- |
|
Proceeds
from related parties loans and advances, net of repayments
|
|
|
8,202 |
|
|
|
(40,412 |
) |
NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
|
23,202 |
|
|
|
(40,412 |
) |
|
|
|
|
|
|
|
|
|
Effect
of exchange rates on cash
|
|
|
466 |
|
|
|
199 |
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(43,850 |
) |
|
|
(31,801 |
) |
Cash
and cash equivalents at the beginning of the period
|
|
|
51,155 |
|
|
|
53,992 |
|
Cash
and cash equivalents at the end of the period
|
|
$ |
7,305 |
|
|
$ |
22,191 |
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash
paid during the period for interest
|
|
$ |
- |
|
|
$ |
- |
|
Income
taxes paid
|
|
$ |
- |
|
|
$ |
- |
|
Common
stock issued for services rendered
|
|
$ |
6,000 |
|
|
$ |
6,000 |
|
Common
stock issued for common stock subscription
|
|
$ |
- |
|
|
$ |
30,000 |
|
Common
stock issued for accrued fees
|
|
$ |
- |
|
|
$ |
6,000 |
|
See the
accompanying notes to the unaudited condensed consolidated financial
statements
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE
30, 2008
(UNAUDITED)
NOTE
A - SUMMARY OF ACCOUNTING POLICIES
General
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Accordingly,
the results from operations for the three and six month period ended June 30,
2008 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2008. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated December 31, 2007
financial statements and footnotes thereto included in the Company's SEC Form
10-KSB.
Business and Basis of
Presentation
Largo
Vista Group, Ltd. (the "Company") was incorporated under the laws of the State
of Nevada. The Company is principally engaged in the distribution of liquid
petroleum gas (LPG) in the retail and wholesale markets in South China and in
the purchase of petroleum products for delivery to the Far East.
The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries, Largo Vista, Inc., Largo Vista Construction, Inc.,
and Largo Vista International Corp. Largo Vista, Inc. is formed under the laws
of the State of California and is inactive. Largo Vista Construction, Inc. is
formed under the laws of the State of Nevada and is inactive. Largo Vista
International Corp. is formed under the laws of Panama and is inactive. The
Company also has a controlling financial interest in Zunyi Jiahong Gas Co., Ltd.
("Jiahong") through a DBA (Doing Business As) agreement that results
in consolidation (see Note F). Jiahong is registered under the Chinese laws in
the Peoples Republic of China.
All
significant intercompany balances and transactions have been eliminated in
consolidation. All amounts in these consolidated financial statements and notes
thereto are stated in United States dollars unless otherwise
indicated.
Revenue
Recognition
For
revenue from product sales, the Company recognizes revenue in accordance with
Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.
LARGO
VISTA GROUP, LTD.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE
30, 2008
(UNAUDITED)
NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)
SAB 104
incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. The effect of implementing EITF 00-21 on
the Company's consolidated financial position and results of operations was not
significant.
The
Company generally recognizes revenue upon delivery of LPG to the customer.
Revenue associated with shipments of petroleum products is recognized when title
passes to the customer. The Company has several pipeline projects where the
collectability and length of time to collect the amount due from customers can
not be reasonably assured, revenues are deferred until the cash is
collected.
Reclassifications
Certain
reclassifications have been made in prior year’s financial statements to conform
to classifications used in the current year.
New Accounting
Pronouncements
In
February 2008, the FASB issued a FASB Staff Position (FSP) on Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions (FSP FAS 140-3).
This FSP addresses the issue of whether the transfer of financial assets and the
repurchase financing transactions should be viewed as two separate transactions
or as one linked transaction. The FSP includes a rebuttable presumption that the
two transactions are linked unless the presumption can be overcome by meeting
certain criteria. The FSP will be effective for fiscal years beginning after
November 15, 2008 and will apply only to original transfers made after that
date; early adoption will not be allowed. The Company does not expect the
adoption of FSP FAS 140-3 to have a material impact, if any, on its consolidated
financial statements.
In
March 2008, the Financial Accounting Standards Board (FASB) issued
Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement
No. 133 (SFAS 161). The SFAS 161 requires companies to provide
enhanced disclosures regarding derivative instruments and hedging activities and
requires companies to better convey the purpose of derivative use in terms of
the risks they intend to manage. Disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect a company’s financial position, financial performance, and cash
flows are required. This Statement retains the same scope as SFAS No. 133,
Accounting for Derivative
Instruments and Hedging Activities, and is effective for fiscal years and
interim periods beginning after November 15, 2008. The Company does not
expect the adoption of SFAS No. 161 to have a material impact, if any, on
its consolidated financial statements.
In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible
Assets”. We are required to adopt FSP 142-3 on September 1,
2009, earlier adoption is prohibited. The guidance in FSP 142-3 for
determining the useful life of a recognized intangible asset shall be applied
prospectively to intangible assets acquired after adoption, and the disclosure
requirements shall be applied prospectively to all intangible assets recognized
as of, and subsequent to, adoption. The Company is currently
evaluating the impact of FSP 142-3 on its consolidated financial position,
results of operations or cash flows.
LARGO
VISTA GROUP, LTD.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE
30, 2008
(UNAUDITED)
NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162"). SFAS No.
162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (the GAAP hierarchy). SFAS No.
162 will become effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to
AU Section 411, "The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles." The Company does not
expect the adoption of SFAS No. 162 will have a material effect on its
consolidated financial position, results of operations or cash
flows.
In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement) " ("FSP APB 14-1"). FSP APB 14-1
requires the issuer of certain convertible debt instruments that may be settled
in cash (or other assets) on conversion to separately account for the liability
(debt) and equity (conversion option) components of the instrument in a manner
that reflects the issuer's non-convertible debt borrowing rate. FSP
APB 14-1 is effective for fiscal years beginning after December 15,
2008 on a retroactive basis. The Company is currently evaluating the
potential impact, if any, of the adoption of FSP APB 14-1 on its
consolidated financial position, results of operations or cash
flows.
Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company’s present or future
consolidated financial statements.
NOTE
B - INVENTORIES
Inventories
are stated at the lower of cost or market determined by the first-in, first-out
(FIFO) method. Inventories consist primarily of liquid petroleum gas available
for sale to contract clients and the public. Components of inventories as of
June 30, 2008 and December 31, 2007 are as follows:
|
|
June
30,
2008
|
|
|
December
31,
2007
|
|
Liquid
petroleum gas
|
|
$
|
28,988
|
|
|
$
|
12,236
|
|
Packaging
bottles
|
|
|
11,957
|
|
|
|
11,234
|
|
Supplies
|
|
|
1,162
|
|
|
|
1,092
|
|
Total
|
|
$
|
42,107
|
|
|
$
|
24,562
|
|
NOTE
C - CAPITAL STOCK
The
Company has authorized 25,000,000 shares of Series A Preferred Stock, with a par
value of $.001 per share. As of June 30, 2008 and December 31, 2007, the Company
has no Series A Preferred Stock issued and outstanding. The company has
authorized 400,000,000 shares of common stock, with a par value of $.001 per
share. As of June 30, 2008 and December 31, 2007, the Company has 336,634,537
and 313,276,262 shares of common stock issued and outstanding,
respectively.
LARGO
VISTA GROUP, LTD.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE
30, 2008
(UNAUDITED)
NOTE
C - CAPITAL STOCK (continued)
During
the six months ended June 30, 2008, the Company issued an aggregate of
15,082,124 shares of its common stock to a consultant and officers in exchange
for services fees and accrued services fees of $204,000. In addition, during the
six months ended June 30, 2008, the Company issued 109,484 shares of its common
stock to an officer in exchange for $1,421 of expenses that officer paid on
behalf of the Company in prior year and 4,000,000 shares of its common stock in
exchange for previous advances in the amount of $10,000. All
valuations of common stock issued for services were based upon the value of the
services rendered or expenses rendered, which did not differ materially from the
fair value of the Company's common stock during the period the services were
rendered. The Company also issued an aggregate of 4,166,667 shares of
common stock in exchange for proceeds in the amount of $15,000, net of costs and
fees.
NOTE
D - NOTES PAYABLE TO RELATED PARTIES
Notes
payable to related parties at June 30, 2008 and December 31, 2007 consists of
the following:
|
|
June
30,
2008
|
|
|
December
31,
2007
|
|
Notes
payable on demand to Company’s Chairman; interest payable monthly at 7%
per annum; unsecured
|
|
$
|
416,628
|
|
|
$
|
416,628
|
|
|
|
|
|
|
|
|
|
|
Notes
payable on demand to Company’s Chief Financial Officer; interest payable
monthly at 7% per annum; unsecured
|
|
|
5,400
|
|
|
|
9,400
|
|
|
|
|
|
|
|
|
|
|
Notes
payable on demand to Company shareholders; interest payable monthly at 10%
per annum; unsecured
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
Notes
payable on demand to Company shareholders; interest payable monthly at 7%
per annum; unsecured
|
|
|
46,745
|
|
|
|
46,745
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
478,773
|
|
|
|
482,773
|
|
Less:
|
|
|
|
|
|
|
|
|
Current
portion
|
|
|
(478,773
|
)
|
|
|
(482,773
|
)
|
|
|
|
|
|
|
|
|
|
Long
term portion
|
|
$
|
- 0
-
|
|
|
$
|
- 0
-
|
|
NOTE
E - RELATED PARTY TRANSACTIONS
In
addition to notes payable to related parties described in Note D, a consultant
(shareholder and former employee) of the Company has advanced funds to the
Company as working capital of its Vietnam representative office. No formal
repayment terms or arrangements exist. The net amount of advances due the
consultant at June 30, 2008 and December 31, 2007 was $29,081.
LARGO
VISTA GROUP, LTD.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE
30, 2008
(UNAUDITED)
NOTE
E - RELATED PARTY TRANSACTIONS (continued)
The
Company’s significant shareholders have advanced funds to the Company for
working capital purpose. No formal repayment terms or arrangements exist. The
net amount of advances due the shareholders at June 30, 2008 and December 31,
2007 was $301,769 and $300,988 respectively. In the first quarter of 2008, the
Company issued 109,484 shares of common stock to an officer in exchange for
$1,421 of expenses that officer paid on behalf of the Company in prior year. In
the second quarter of 2008, the Company issued an additional 4,000,000 shares of
its common stock in exchange for previous advances in the amount of
$10,000.
NOTE
F - DBA AGREEMENT
The
Company has a controlling financial interest in Zunyi Jiahong Gas Co., Ltd.
("Jiahong") through a DBA (Doing Business As) agreement that results in
consolidation. The original agreement was entered into in August 2002 and in
March 2007, the Company and Jiahong extended the DBA agreement through August
2017. The agreement is not terminable by Jiahong and the Company has exclusive
authority of all decision-making of ongoing operations of Jiahong. The Company
agreed to pay Jiahong annual fees, at the option of the Company, in the amount
of RMB 50,000 (approximately US$6,300), or 20% of the distributable net profit
generated from Jiahong operations. As of June 30, 2008 and December 31, 2007, no
fees were due Jiahing in connection with the DBA agreement.
NOTE
G - LITIGATION
On March
20, 2007, Largo Vista Group, Ltd. (the “Company”), received a Wells Notice
letter from the staff of the U.S. Securities and Exchange Commission (the “SEC”
or “Commission”) flowing from a formal investigation conducted by the SEC. The
Company disclosed on August 22, 2005 that the SEC commenced a non-public, formal
investigation against the Company.
By letter
dated April 8, 2008, the Company, Shan Deng, a Director, President and Chief
Executive Officer of the Company and Albert Figueroa, a Director and Secretary
of the Company, were each informed that the Pacific Regional Office of the
Commission had completed its investigation and that it does not intend to
recommend and enforcement action by the Commission.
NOTE H
- GOING CONCERN MATTERS
The
accompanying unaudited condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As shown
in the unaudited condensed consolidated financial statements, during the six
months ended June 30, 2008 and 2007, the Company incurred net losses of $255,115
and $190,957, respectively. The Company had accumulated deficit of $17,794,127
as of June 30, 2008. The Company's current liabilities exceeded its current
assets by $1,353,813 as of June 30, 2008. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time.
LARGO
VISTA GROUP, LTD.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE
30, 2008
(UNAUDITED)
NOTE H
- GOING CONCERN MATTERS (continued)
The
Company’s existence is dependent upon management’s ability to develop profitable
operations and resolve its liquidity problems. Management anticipates the
Company will attain profitable status and improve its liquidity through the
continued developing, marketing and selling of its products and additional
equity investment in the Company. The accompanying unaudited condensed
consolidated financial statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.
In order
to improve the Company’s liquidity, the Company is actively pursuing additional
equity financing through discussions with investment bankers and private
investors. There can be no assurance the Company will be successful in its
effort to secure additional equity financing.
If
operations and cash flows continue to improve through these efforts, management
believes that the Company can continue to operate. However, no assurance can be
given that management’s actions will result in profitable operations or the
resolution of its liquidity problems.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
|
The
following discussion should be read in conjunction with the Company's Unaudited
Condensed Consolidated Financial Statements and Notes thereto, included
elsewhere within this Report.
Management’s
discussion and analysis of results of operations and financial condition are
based on our financial statements. These statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. These principles require management to make certain estimates,
judgments and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates based on
historical experience and various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. References to “we”, “our”,
“us” or the “Company” are to Largo Vista Group, Ltd. and its
subsidiaries.
DESCRIPTION
OF THE COMPANY
Largo
Vista Group, Ltd. (“Largo Vista” or the "Company") was formed under the laws of
the State of Nevada on January 16, 1987 under the name, "The George Group". On
January 9, 1989, The George Group acquired Waste Service Technologies, Inc.
("WST"), an Oregon corporation, and filed a name change in Nevada and changed
its name to WST, listed its stock, and began trading on OTC bulletin
Board.
On April
15, 1994, WST acquired Largo Vista, Inc., a California corporation, and filed a
name change in Nevada to change WST's name to Largo Vista Group, Ltd., OTC
bulletin Board symbol "LGOV". Largo Vista originally planned to develop housing
in China, but after shipping two factory built homes to China, never fully
implemented plans due to unanticipated financing, environmental and regulatory
complications.
Unless
the context otherwise requires, all references to the Company include its
wholly-owned subsidiaries, Largo Vista, Inc., an inactive California
corporation, Largo Vista Construction, Inc., an inactive Nevada corporation, and
Largo Vista International, Corp., an inactive Panama corporation. Largo Vista
also has operations through Doing Business As (“DBA”) agreement first with Zunyi
Shilin Xinmao Petrochemical Industries Co. Ltd, (“Zunyi”) and later with Jiahong
Gas Co., Ltd. (“Jiahong”), both registered under the Chinese laws in the Peoples
Republic of China, Guizhou Province.
Through
DBA agreements with Jiahong, Largo Vista is engaged in the business of
purchasing and reselling liquid petroleum gas ("LPG") in the retail and
wholesale markets to both residential and commercial consumers. Largo Vista
operated a storage depot and has an office headquarters in the City of Zunyi.
Largo Vista has found the storage depot operations to be unprofitable; and
therefore has terminated those operations in order to concentrate its resources
on supplying LPG in bottles and through pipelines.
In
February 2002, Largo Vista’s China operations entered into an agreement with the
Zunyi Municipal Government to design and install LPG pipeline systems in
residential areas in the city of Zunyi. In exchange for installing the pipeline,
the agreement provides for the Largo Vista to be the sole LPG supplier for those
households for 40 years. Largo Vista substantially completed the installation of
the LPG pipeline in 2002 and continues to operate the pipeline.
In May
2003, Largo Vista’s China operations entered into its second agreement with
Zunyi Municipal Government to design and install more LPG pipeline systems in
residential areas in the city of Zunyi, China. The pipeline project was
substantially completed in December of 2004. These two pipelines currently serve
approximately 743 customers. When natural gas becomes available to the area,
these pipelines will be in place to deliver that commodity to the same
customers.
The
contracts that the Company has with the Zunyi Municipal Government granted to
the Company the exclusive right to supply liquid petroleum gas (LPG) to project
buildings through pipeline systems. These project buildings are similar to large
apartment or condominium complexes in the United States. The Company contracts
with independent third parties for all of the design and construction of the
pipelines. Generally, a central supply station will be built close to the
buildings to be served. LPG will be stored in this facility and gasified before
entering the pipeline system. The Company operates these central supply stations
and manages the relationships with the individual customers in the
buildings.
Although
the Company was contracted by Zunyi Municipal Government, and theoretically
should collect the installation fees from Government and record the full
contracted prices as revenues upon completion of the constructions, the Company
informally accepted the arrangement in which Government paid to the Company 50%
of the total contracted installation price and that the Company had to collect
the remaining 50% of contract price directly from the end users (households in
the pipeline residential areas). The Company could have pursued
Government to pay the total contracted price in full, but chose not to do so,
because in addition to the one-time installation fees, the contracts provided
for the Company to be the sole LPG supplier for all the households in those
residential areas, and the contracts may also lead to more business
opportunities with Government.
Because
the Company has the exclusive right to deliver LPG to the project buildings in
the pipeline areas, as the units are occupied the occupants will subscribe their
LPG from the Company and the installation fees will also be paid. Other than the
50% of total contracted installation fees already received from Government, the
collection of the remaining 50% of installation fees from the end users largely
depends on the occupancy of the units in those buildings and residential areas.
In addition, a small percentage of households may elect to use bottled LPG or
other sources of utilities instead of subscribing LPG from the Company, the
installation (hook up) fees most likely will not be collected in this case. The
Company management therefore has determined that the collectibility and length
of time to collect the amount due from customers can not be reasonably
assured. Accordingly, revenues in connection with the installation
(hook-up) fees of these pipelines were recognized only as
collected.
In
addition, Largo Vista has contracted with a private developer to construct four
additional pipelines in the same area. Pipeline Number 3 will serve 42
condominiums and was completed July, 2005, as of June 30, 2008 we have 2 LPG
users and expecting future growth. Pipeline Number 4 will serve 60 condominiums.
Construction schedules are still pending. Pipeline Number 5 will serve 1,067
condominiums and the original plan was to build 16 buildings, housing 1,067
residences. 15 buildings containing 994 residences were completed during fiscal
year 2006. The developer is awaiting government approval to proceed with the
16th building of 73 residences. Pipeline 5 LPG services increased from 138 users
to 475 users in 2008. Pipeline Number 6 will serve 5,000 condominiums but the
developer is slow in civil engineering. Pipeline Number 7 completed during
fiscal year 2006 will serve 74 condominiums. Pipeline 7 LPG services increased
from 2 users to 32 users as of June 30, 2008. Pipeline Number 8 will serve
242 condominiums. Pipeline 8 had stopped due to a capital problem from our
partner, Zunyi Minsheng Real Estate Company, Ltd.. Pipeline Number 9 will serve
150 condominiums, construction started October 2007 and slowly progressing of
the buildings. Pipeline Number 10 will serve 1,000 condominiums and
was signed in 2007, we are waiting for final approvals to start construction.
Pipeline Number 11 will serve 192 condominiums and was signed in 2007,
construction began in March, 2008. All of these pipelines will be operated by
Largo Vista under long term supply contracts.
For
pipeline agreements with private developers and all other LPG sales, the Company
collects payments from developers and customers pursuant to sales agreements,
and recognizes revenues when services was provided or products are delivered, as
the collectibility can be reasonably assured.
Largo
Vista still seeks for the opportunities to supply petroleum products into
Vietnam.
In
addition, Largo Vista currently has one representative office in Wuhan, China to
supervise LPG and gas oil trading operations in China. .
FORWARD
LOOKING STATEMENTS
This Form
10-Q contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements included Herein
that address activities, events or developments that the Corporation expects,
believes, estimates, plans, intends, projects or anticipates will or may occur
in the future, are forward-looking statements. Actual events may differ
materially from those anticipated in the forward-looking statements. Important
risks that may cause such a difference include: general domestic and
international economic business conditions, increased competition in the
Company's markets and products. Other factors may include, availability and
terms of capital, and/or increases in operating and supply costs. Market
acceptance of existing and new products, rapid technological changes,
availability of qualified personnel also could be factors. Changes in the
Company's business strategies and development plans and changes in
government regulation could adversely affect the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate.
There can be no assurance that the forward-looking statements included in this
filing will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company
that the objectives and expectations of the Company would be
achieved.
RESULTS
OF OPERATIONS
For
The Three and Six Months Periods Ending June 30, 2008 and June 30,
2007:
REVENUE
During
the quarter ended June 30, 2008 the Company realized $69,164 of revenue compared
to $100,197 for the same period in the prior year, a 31%
decrease. During the six months ended June 30, 2008 the Company
realized $148,668 of revenue compared to $184,427 for the same period in the
prior year, a 19% decrease. This is primarily due to a decrease of revenues of
retail operation in 2008, especially in the second quarter of 2008.
COSTS
AND EXPENSES
The
Company incurred costs of sales of $56,338 in connection with the LPG revenues
during three months ended June 30, 2008, compared to $86,982 for the three
months ended June 30, 2007. The Company incurred costs of sales of $118,389 in
connection with the LPG revenues during six months ended June 30, 2008, compared
to $156,437 for the six months ended June 30, 2007. The decrease is primarily in
connection with the decrease in sales revenue.
During
the quarter ended June 30, 2008 the Company incurred $192,756 of operating
expenses compared to $64,432 for the same period in the prior year. During the
six months ended June 30, 2008 the Company incurred $270,302 of operating
expenses compared to $201,519 for the same period in the prior year. The
increase of general operating expenses was mainly attributable to the increase
of consulting, legal and other professional fees of US operations.
LIQUIDITY
AND CAPITAL RESOURCES
As of
June 30, 2008, we had a deficiency in working capital of $1,353,813. As a result
of our net loss of $255,115, our cash flow from operations was negative $67,518
during the six months ended June 30, 2008. This was a result of our net loss,
adjusted principally for $148 of depreciation, $5,111 increase in assets, stock
based compensation of $6,000 and $186,560 of increase in accrued and other
liabilities. We met our cash flow needs by sale of common stock of $15,000 and
$8,202 in related party advances and loans. Our net cash decreased from $51,155
at December 31, 2007 to $7,305 at June 30, 2008, for a net decrease of
$43,850.
In the
past we have raised capital to meet our working capital requirements. Additional
financing may be required if the contract agreement stated previously does not
materialize.
The
effect of inflation on the Company's revenue and operating results was not
significant. The Company's operations are located in Mainland China and there
are no seasonal aspects that would have a material effect on the Company's
financial condition or results of operations.
The
Company's independent certified public accountant has stated in his report
included in the Company's December 31, 2007 Form 10-KSB, that the Company has
incurred operating losses in the last two years, and that the Company is
dependent upon management's ability to develop profitable
operations.
CAUTIONARY
FACTORS THAT MAY AFFECT FUTURE RESULTS
Our
annual report on Form 10-KSB for the year ended December 31, 2007 includes a
detailed list of cautionary factors that may affect future results. Management
believes that there have been material changes to the factors so listed, and as
such should reflect positively on future results. That annual report can be
accessed in the EDGAR section of the SEC website.
As of
June 30, 2008, the Company performed an evaluation, under the supervision and
with the participation of management, including the Chief Executive Officer
(Principal Executive Officer) and Chief Financial Officer, of the effectiveness
of the design and operation of its disclosure controls and procedures as defined
in Rules 13a - 15(e) or 15d - 15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in the Company’s periodic filings
with the U.S. Securities and Exchange Commission. During the quarter ended June
30, 2008, there was no change in the Company’s internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
PART
II OTHER
INFORMATION
In August
2005, the staff of the Los Angeles office of the Securities and Exchange
Commission advised Largo Vista that it had initiated a formal, non-public
inquiry. Largo Vista and its officers have received document
subpoenas seeking documents related to the previously announced contract between
Largo Vista and Shanghai Oil and trading in the securities of Largo Vista, among
other things.
By
letters dated April 8, 2008, Largo Vista Group, Ltd., Shan Deng and Albert
Figueroa, were each informed that the Pacific Regional Office of the Commission
had completed its investigation and that it does not intend to recommend any
enforcement action by the commission.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
|
During
the quarter ended June 30, 2008, the Company issued an aggregate of 857,143
shares of its common stock to a consultant in exchange for services fees of
$6,000. In addition, the Company issued an aggregate of 4,000,000 shares of its
common stock in exchange for previous advances from an unaffiliated third party
investor in the amount of $10,000. The Company also issued an
aggregate of 4,166,667 shares of common stock in exchange for proceeds in the
amount of $15,000, net of costs and fees from an unaffiliated third party
investor. These transactions were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.
3.1*
|
Articles
of Incorporation of Largo Vista Group, Limited (filed Form 10SB,
11/2/99)
|
3.2*
|
Bylaws
of Largo Vista Group, Limited (filed Form 10SB,
11/2/99)
|
3.3*
|
Articles
of Incorporation of Largo Vista Inc. (filed Form 10SB,
11/2/99)
|
3.4*
|
Bylaws
of Largo Vista Inc. (filed Form 10SB, 11/2/99)
|
3.5*
|
Articles
of Incorporation of Everlasting International Limited (filed Form 10SB,
11/2/99)
|
3.6*
|
Bylaws
of Everlasting International Limited (filed Form 10SB,
11/2/99)
|
3.7*
|
Articles
of Incorporation of Kunming Xinmao Petrochemical Industry Co., Ltd. (filed
Form 10SB, 11/2/99)
|
|
|
10
|
Material
Contracts
|
|
|
10.1*
|
Contract.
Largo Vista Group, Ltd. and Sentio Corporation, December 28, 1998, (filed
Form 10SB, 11/2/99)
|
10.2*
|
Contract.
Hong Kong De Xiang Tuo Yi Industrial Company, August 28, 1992 (filed Form
10SB, 11/2/99)
|
10.3*
|
Plan
and Agreement of Reorganization between Largo Vista Group, Ltd., Proton
Technology Corporation, Ltd. and Everlasting International, December 21,
1996 (filed Form 10SB, 11/2/99)
|
10.4*
|
Joint
Venture Agreement of Kunming Xinmao Petrochemical Industry Co., Ltd.,
August 8, 1992 (filed Form 10SB, 11/2/99)
|
10.5*
|
Approval
Certificate of Enterprise with Foreign Investment in the People's Republic
of China (filed Form 10SB, 11/2/99)
|
10.6*
|
Business
License of Enterprise in the Peoples Republic of China (filed Form 10SB,
11/2/99)
|
10.7*
|
Business
Permit to Engage in LPG Business in Yunnan Province (filed Form 10SB,
11/2/99)
|
10.8*
|
Notice
of Subsidiaries of the Agriculture Bank of China, Yunnan Provincial
Branch, Acting as Agents for Collection and Receipt of Payment for Kunming
Xinmao Petrochemical Industry Co., Ltd. (filed Form 10SB,
11/2/99)
|
10.9*
|
Agreement
of Supply of Liquefied Petroleum Gas, March 18, 1996 (filed Form 10SB,
11/2/99)
|
10.10*
|
Method
of Insurance for LPG Credit, August 26, 1997 (filed Form 10SB,
11/2/99)
|
10.11*
|
Memorandum
of Understanding Kunming Xinmao Petrochemical Industry Co., Ltd. and Wuhan
Minyi Fuel Gas Petrochemical Company Limited, March 14, 1999 (filed Form
10SB, 11/2/99)
|
10.12*
|
Memorandum
of Understanding Kunming Xinmao Petrochemical Industry Co., Ltd. and
Guilin Municipal Garden Fuel Gas Pipelines Limited, March 29, 1999 (filed
Form 10SB, 11/2/99)
|
10.13*
|
Approval
Certificate of Enterprises with Foreign Investment in the Peoples Republic
of China, August 21, 1992 (filed Form 10SB, 11/2/99)
|
10.14*
|
Contract.
Enterprise Ownership Transfer Agreement "Ten Year Leasing Contract",
Seller Chen Mao Tak, Purchaser Everlasting International, Ltd., third
party Kunming Fuel General Company, November 8, 1995 (filed Form 10SB-A1,
1/14/2000 as EX-10.D)
|
10.15*
|
Joint
Venture Agreement. , Largo Vista with the United Arab Petroleum
Corporation ("UAPC"), known as Largo Vista/UAPC Partners (filed Form
10SB-A1, 1/14/2000 as EX-10.F)
|
10.16*
|
Memorandum
of Association Limited Liability Company. Largo Vista Group, Ltd., LLC,
Dubai, UAE, October 12, 1999, Largo Vista Group, Ltd., UAPC, and Sheik Al
Shabani, named Largo Vista Group Limited, Limited Liability Company of the
UAE (filed Form 10SB-A1, 1/14/2000 as EX-10.G)
|
10.17*
|
Contract:
Mekong Petroleum Joint Venture Co., Ltd. (PETROMEKONG) Buyer, and United
Arab Petroleum Corporation Seller, November 25, 1999 (filed Form 10SB-A1,
1/14/2000 as EX-10.H)
|
10.18*
|
Contract:
Mekong Petroleum Joint Venture Co., Ltd. (PETROMEKONG), Buyer, and United
Arab Petroleum Corporation Seller, December 18, 1999 (filed Form 10SB-A1,
1/14/2000 as EX-10.H)
|
10.19*
|
Employment
Agreement Daniel J. Mendez 1999 (filed Form 10SB-A1 as Ex-3.iv,
1/14/2000)
|
10.20*
|
Consultant
Agreement Deng Shan 1999 (filed Form 10SB-A1, as Ex-3.v
1/14/2000)
|
10.21*
|
Contract.
"Enterprise Ownership Transfer Agreement", November 8, 1995, new
translation (filed Form 10SB-A2, 3/20/2000 as
EX-10.E.1)
|
10.22*
|
Contract.
"Agreement on Payment", November 8, 1995 (filed Form 10SB-A2, 3/20/2000 as
EX-10.E.2)
|
10.23*
|
Contract.
"Agreement on Supply of Liquified Petroleum Gas", March 18, 1996 (filed
Form 10SB-A2, 3/20/2000 as EX-10.E.3)
|
10.24*
|
Employment
Agreement Albert N. Figueroa 1999 (filed as Ex-3.vi
3/21/2000)
|
10.25*
|
Agreement
on Zunyi Pipeline Project No.1 Largo Vista Group, Ltd - Proton Enterprise
(Wuhan) LTD., China (Agent Agreement)
|
10.26*
|
Zunyi
Pipeline #1 Contract Proton Enterprise (Wuhan) LTD. & Construction
Headquarters of Zunyi Municipal Government, Dated February 2,
2002
|
10.27*
|
Gas
Supply Contract Between Proton Enterprise (Wuhan) LTD. and Zunyi
Government Administration Construction Team, Dated October 15, 2002 40
Years Exclusive Right
|
10.28*
|
Zunyi
Jiahong Gas Co., Ltd. & Largo Vista Group, Ltd. Lease Agreement
No.JHLGOV0802 Dated August 27, 2002
|
10.29*
|
Policy
Statement on Business Ethics and Conflicts of Interest
|
10.30*
|
Agreement
and Assignment of Certain Contractual Rights and Benefits between Largo
Vista Group, Ltd. and Shanghai Offshore Oil Group (HK) Co.,
Ltd.
|
|
|
21*
|
Subsidiaries
of Largo Vista Group, Ltd.
|
|
|
31.1**
|
|
31.2**
|
|
32.1**
|
|
32.2**
|
|
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.
|
LARGO
VISTA GROUP, LTD.
|
|
|
|
|
|
Date:
August 19, 2008
|
By:
|
/s/ DENG
SHAN
|
|
|
|
DENG
SHAN
|
|
|
|
CHIEF
EXECUTIVE OFFICER
|
|
|
|
|
|
19