Nevada
|
76-0434540
|
|
(State
of Incorporation)
|
(IRS
Employer Identification No.)
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4570
Campus Drive
|
Newport
Beach, CA 92660
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
Item
2.
|
12
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|
Item
3.
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16
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|
PART
II.
|
OTHER
INFORMATION
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|
Item
1.
|
16
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|
Item
2.
|
16
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|
Item
5.
|
17
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|
Item
6.
|
18
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||
(unaudited)
|
|||||||
March
31, 2007
|
December
31, 2006
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalent
|
$
|
38,382
|
$
|
53,992
|
|||
Accounts
receivable, net
|
124,794
|
187,965
|
|||||
Employee
advances
|
17,551
|
10,734
|
|||||
Inventories,
at cost (Note B)
|
18,292
|
21,078
|
|||||
Prepaid
expenses and other
|
21,056
|
11,672
|
|||||
Total
current assets
|
220,075
|
285,441
|
|||||
Property
and equipment, at cost
|
17,017
|
17,017
|
|||||
Less:
accumulated depreciation
|
16,425
|
15,703
|
|||||
592
|
1,314
|
||||||
Deposits
|
755
|
755
|
|||||
Total
assets
|
$
|
221,422
|
$
|
287,510
|
|||
LIABILITIES
AND DEFICIENCY IN STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
708,906
|
$
|
606,927
|
|||
Notes
payable to related parties (Note E)
|
482,773
|
529,473
|
|||||
Due
to related parties (Note F)
|
204,738
|
197,617
|
|||||
Total
Current Liabilities
|
1,396,417
|
1,334,017
|
|||||
Commitment
and contingencies (Note G)
|
-
|
-
|
|||||
Deficiency in Stockholders' Equity: | |||||||
Preferred
stock, $0.001 par value; 25,000,000 shares authorized, none issued
and
outstanding at March 31, 2007 and December 31 2006 (Note
C)
|
-
|
-
|
|||||
Common
stock, $0.001 par value; 400,000,000 shares authorized, 291,437,357
and
288,829,354 shares issued and outstanding at March 31, 2007 and December
31, 2006, respectively (Note C)
|
291,437
|
288,829
|
|||||
Additional
paid-in capital
|
15,647,785
|
15,614,393
|
|||||
Subscription
payable
|
-
|
30,000
|
|||||
Accumulated
deficit
|
(17,114,328
|
)
|
(16,983,232
|
)
|
|||
Accumulated
other comprehensive income:
|
|||||||
Foreign
currency translation adjustment
|
111
|
3,503
|
|||||
Deficiency
in stockholders' equity
|
(1,174,995
|
)
|
(1,046,507
|
)
|
|||
Total
liabilities and deficiency in stockholders' equity
|
$
|
221,422
|
$
|
287,510
|
|||
See
the accompanying notes to the unaudited condensed consolidated financial
statements
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||
(unaudited)
|
|||||||
For
the three months ended March 31,
|
|||||||
2007
|
2006
|
||||||
Revenue
|
$
|
84,230
|
$
|
106,846
|
|||
Cost
of sales
|
69,455
|
100,525
|
|||||
Gross
profit (loss)
|
14,775
|
6,321
|
|||||
Operating
expenses:
|
|||||||
Selling
general and administrative
|
136,365
|
74,660
|
|||||
Depreciation
|
722
|
783
|
|||||
137,087
|
75,443
|
||||||
Loss
from operations
|
(122,312
|
)
|
(69,122
|
)
|
|||
Other
income (expenses):
|
|||||||
Interest
income (expense), net
|
(8,784
|
)
|
(8,748
|
)
|
|||
Total
other income (expenses)
|
(8,784
|
)
|
(8,748
|
)
|
|||
Loss
from operations before income taxes
|
(131,096
|
)
|
(77,870
|
)
|
|||
Provision
for income taxes
|
-
|
-
|
|||||
Net
loss
|
(131,096
|
)
|
(77,870
|
)
|
|||
Other
comprehensive income (loss): foreign currency translation income
(loss)
|
(3,392
|
)
|
(709
|
)
|
|||
Comprehensive
(loss)
|
$
|
(134,488
|
)
|
$
|
(78,579
|
)
|
|
Loss
per common share (basic and assuming diluted)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
Weighted
average shares outstanding
|
289,094,246
|
277,635,403
|
|||||
See
the accompanying notes to the unaudited condensed consolidated financial
statements
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(unaudited)
|
|||||||
For
the three months ended March 31,
|
|||||||
2007
|
2006
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
(loss) from operations
|
$
|
(131,096
|
)
|
$
|
(77,870
|
)
|
|
Adjustments
to reconcile net (loss) to net cash provided by operating
activities:
|
|||||||
Depreciation
|
722
|
783
|
|||||
Changes
in assets and liabilities:
|
|||||||
Accounts
receivable
|
63,171
|
(788
|
)
|
||||
Inventories
|
2,786
|
1,043
|
|||||
Employee
advances
|
(6,817
|
)
|
(13,383
|
)
|
|||
Prepaid
expenses and other
|
(9,384
|
)
|
(15,290
|
)
|
|||
Accounts
payable and other liabilities
|
107,979
|
54,986
|
|||||
Customer
Deposits
|
-
|
62,226
|
|||||
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
27,361
|
11,707
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Sale
of commons stock and common stock subscription
|
-
|
17,650
|
|||||
Repayments
to related parties loans and advances, net
|
(43,209
|
)
|
(69,203
|
)
|
|||
NET
CASH USED IN FINANCING ACTIVITIES
|
(43,209
|
)
|
(51,553
|
)
|
|||
Effect
of exchange rates on cash
|
238
|
58
|
|||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(15,610
|
)
|
(39,788
|
)
|
|||
Cash
and cash equivalents at the beginning of the period
|
53,992
|
75,642
|
|||||
Cash
and cash equivalents at the end of the period
|
$
|
38,382
|
$
|
35,854
|
|||
Supplemental
Disclosures of Cash Flow Information
|
|||||||
Cash
paid during the period for interest
|
$
|
-
|
$
|
-
|
|||
Income
taxes paid
|
-
|
-
|
|||||
Common
stock issued for accrued service fees (Note C)
|
6,000
|
-
|
|||||
Common
stock issued in exchange for common stock subscribed in prior
period
|
30,000
|
-
|
|||||
See
the accompanying notes to the unaudited condensed consolidated financial
statements
|
March
31,
2007
|
December
31,
2006
|
||||||
Liquid
petroleum gas
|
$
|
6,646
|
$
|
9,545
|
|||
Packaging
bottles
|
10,614
|
10,511
|
|||||
Supplies
|
1,032
|
1,022
|
|||||
Total
|
$
|
18,292
|
$
|
21,078
|
March
31,
2007
|
December
31,
2006
|
||||||
Notes
payable on demand to Company’s Chairman; interest payable monthly at 7%
per annum; unsecured
|
$
|
416,628
|
$
|
463,328
|
|||
Notes
payable on demand to Company’s Chief Financial Officer; interest payable
monthly at 7% per annum; unsecured
|
9,400
|
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:
|
482,773
|
529,473
|
|||||
Less:
|
|||||||
Current
portion
|
(482,773
|
)
|
(529,473
|
)
|
|||
Long
term portion
|
$
|
-
0 -
|
$
|
-
0 -
|
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**
|
LARGO
VISTA GROUP, LTD.
|
||
|
|
|
Date: May 14, 2007 | By: | /s/ DENG SHAN |
DENG SHAN |
||
CHIEF
EXECUTIVE OFFICER
|