Nevada
|
76-0434540
|
(State
of Incorporation)
|
(IRS
Employer Identification No.)
|
4570
Campus Drive
|
Newport
Beach, CA 92660
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
3
|
Condensed
Consolidated Balance Sheets
|
3
|
|
June
30, 2006 and December 31, 2005
|
||
Condensed
Consolidated Statements of Losses
|
4
|
|
Three
and Six Months Ended June 30, 2006 and 2005
|
||
Condensed
Consolidated Statements of Cash Flows
|
5
|
|
Six
Months Ended June 30, 2006 and 2005
|
||
Notes
to Unaudited Condensed Consolidated Financial Information
|
6
|
|
June
30, 2006
|
||
Item
2.
|
Management's
Discussion and Analysis of Results of Operation and Financial
Condition
|
13
|
Item
3.
|
Controls
and Procedures
|
17
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
17
|
Item
2.
|
Unregistered
Sale of Equity Securities and Use of Proceeds
|
17
|
Item
3.
|
Defaults
Upon Senior Securities
|
17
|
Item
4.
|
Submission
of Matters to a Vote of Security holders
|
17
|
Item
5.
|
Other
Information
|
17
|
Item
6.
|
Exhibits
|
18
|
LARGO
VISTA GROUP, LTD.
|
||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||
(unaudited)
|
||
June
30, 2006
|
December
31, 2005
|
|
ASSETS
|
||
Current
assets:
|
||
Cash
and cash equivalent
|
$
35,593
|
$
75,642
|
Accounts
receivable, net
|
522
|
287
|
Employee
advances
|
30,493
|
11,064
|
Inventories,
at cost (Note B)
|
21,153
|
17,689
|
Prepaid
expenses and other
|
156,528
|
129,764
|
Total
current assets
|
244,289
|
234,446
|
Property
and equipment, at cost
|
17,147
|
16,636
|
Less:
accumulated depreciation
|
14,322
|
12,635
|
2,825
|
4,001
|
|
Deposits
|
755
|
755
|
Total
assets
|
$
247,869
|
$
239,202
|
LIABILITIES
AND DEFICIENCY IN STOCKHOLDERS' EQUITY
|
||
Current
Liabilities:
|
||
Accounts
payable and accrued liabilities
|
$
465,057
|
$
546,565
|
Customer
deposits
|
78,261
|
-
|
Notes
payable to related parties (Note E)
|
533,082
|
595,546
|
Due
to related parties (Note F)
|
189,177
|
194,432
|
Total
Current Liabilities
|
1,265,577
|
1,336,543
|
Commitment
and contingencies
|
-
|
-
|
Deficiency
in stockholders' equity
|
||
Preferred
stock, $0.001 par value; 25,000,000 shares authorized, none issued
and
outstanding at June 30, 2006 and December 31, 2005 (Note
C)
|
-
|
-
|
Common
stock, $0.001 par value; 400,000,000 shares authorized, 286,691,908
and
277,635,403 shares issued and outstanding at June 30, 2006 and December
31, 2005, respectively. (Note C)
|
286,692
|
277,635
|
Additional
paid-in capital
|
15,574,531
|
15,344,344
|
Subscription
payable
|
-
|
25,000
|
Accumulated
deficit
|
(16,877,506)
|
(16,742,284)
|
Accumulated
other comprehensive income:
|
||
Foreign
currency translation adjustment
|
(1,425)
|
(2,036)
|
Deficiency
in stockholders' equity
|
(1,017,708)
|
(1,097,341)
|
Total
liabilities and deficiency in stockholders' equity
|
$
247,869
|
$
239,202
|
LARGO
VISTA GROUP, LTD.
|
||||||
CONDENSED
CONSOLIDATED STATEMENTS OF LOSSES
|
||||||
(unaudited)
|
||||||
For
the three months ended June 30,
|
For
the six months ended June 30,
|
|||||
2006
|
2005
|
2006
|
2005
|
|||
Revenue
|
$
103,779
|
$
107,162
|
$
210,625
|
$
161,773
|
||
Cost
of sales
|
95,751
|
90,784
|
196,276
|
156,850
|
||
Gross
profit
|
8,028
|
16,378
|
14,349
|
4,923
|
||
Operating
expenses:
|
||||||
Selling
general and administrative
|
53,392
|
118,840
|
128,052
|
187,394
|
||
Depreciation
|
792
|
762
|
1,575
|
1,524
|
||
54,184
|
119,602
|
129,627
|
188,918
|
|||
Loss
from operations
|
(46,156)
|
(103,224)
|
(115,278)
|
(183,995)
|
||
Other
income (expenses):
|
||||||
Interest
(expense), net
|
(11,196)
|
(7,372)
|
(19,944)
|
(14,981)
|
||
Total
other (expenses)
|
(11,196)
|
(7,372)
|
(19,944)
|
(14,981)
|
||
Loss
from operations before income taxes
|
(57,352)
|
(110,596)
|
(135,222)
|
(198,976)
|
||
Provision
for income taxes
|
-
|
-
|
-
|
-
|
||
Net
loss
|
(57,352)
|
(110,596)
|
(135,222)
|
(198,976)
|
||
Other
comprehensive income: foreign currency translation gain
|
1,320
|
-
|
611
|
-
|
||
Comprehensive
(loss)
|
$
(56,032)
|
$
(110,596)
|
$
(134,611)
|
$
(198,976)
|
||
Loss
per common share (basic and assuming diluted)
|
$
(0.00)
|
$
(0.00)
|
$
(0.00)
|
$
(0.00)
|
||
Weighted
average shares outstanding
|
285,415,264
|
277,635,403
|
281,546,825
|
277,084,408
|
LARGO
VISTA GROUP, LTD.
|
||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||
(unaudited)
|
||
For
the six months ended June 30,
|
||
2006
|
2005
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||
Net
(loss) from operations
|
$
(135,222)
|
$
(198,976)
|
Adjustments
to reconcile net (loss) to net cash provided by operating
activities:
|
||
Depreciation
|
1,575
|
1,524
|
Common
stock issued in exchange for services rendered
|
9,000
|
-
|
Changes
in assets and liabilities:
|
||
Accounts
receivable
|
(231)
|
2,777
|
Inventories
|
(3,289)
|
(1,257)
|
Employee
advances
|
(19,176)
|
(632)
|
Prepaid
expenses and other
|
(25,466)
|
(86,967)
|
Accounts
payable and other liabilities
|
(2,329)
|
71,990
|
Customer
Deposits
|
78,261
|
(4,831)
|
NET
CASH (USED IN) OPERATING ACTIVITIES
|
(96,877)
|
(216,372)
|
NET
CASH FROM INVESTING ACTIVITIES:
|
||
Purchase
of property and equipment
|
(399)
|
-
|
NET
CASH USED IN INVESTING ACTIVITIES:
|
(399)
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||
Proceeds
from sale of commons stock
|
122,440
|
-
|
Proceeds
from capital contributions from related parties
|
-
|
40,979
|
Proceeds
from notes payable to related parties and related party advances,
net of
repayments
|
(65,245)
|
171,338
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
57,195
|
212,317
|
Effect
of exchange rates on cash
|
32
|
-
|
NET
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
(40,049)
|
(4,055)
|
Cash
and cash equivalents at the beginning of the period
|
75,642
|
94,565
|
Cash
and cash equivalents at the end of the period
|
$
35,593
|
$
90,510
|
Supplemental
Disclosures of Cash Flow Information
|
||
Cash
paid during the period for interest
|
$
-
|
$
-
|
Income
taxes paid
|
-
|
-
|
Non
cash Investing and Financing Activities:
|
||
Common
stock issued in exchange for services rendered
|
9,000
|
-
|
Common
stock issued for accrued service fees
|
78,000
|
84,000
|
Common
stock issued in exchange for due to related parties
|
4,084
|
24,222
|
Common
stock issued in exchange for common stock subscription
|
25,000
|
18,458
|
|
June
30,
|
|
Six
month Ended
|
2005
|
|
Net
loss
|
$
|
(198,976)
|
Deduct:
stock-based compensation expense, net of tax
|
-
|
|
|
||
Pro
forma net loss
|
$
|
(198,976)
|
|
||
|
||
Net
loss per common share — basic (and assuming dilution):
|
||
As
reported
|
$
|
(0.00)
|
Deduct:
stock-based compensation expense, net of tax
|
-
|
|
|
|
|
Pro
forma
|
$
|
(0.00)
|
|
|
June
30, 2006
|
December
31, 2005
|
|
Liquid
petroleum gas
|
$
10,141
|
$
6,670
|
Packaging
bottles
|
10,262
|
10,417
|
Supplies
|
750
|
602
|
----------
|
----------
|
|
Total
|
$
21,153
|
$
17,689
|
June
30, 2006
|
December
31, 2005
|
|
Notes
payable on demand to Company’s Chairman; interest payable monthly at 7%
per annum; unsecured
|
$464,937
|
$537,401
|
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
|
12,000
|
12,000
|
Notes
payable on demand to Company shareholders; interest payable monthly
at 7%
per annum; unsecured
|
46,745
|
36,745
|
Total:
|
533,082
|
595,546
|
Less:
|
||
Current
portion
|
(533,082)
|
(595,546)
|
Long
term portion
|
$
-
|
$
-
|
31.1
|
Certification
pursuant to Section 302 of the
|
|
Sarbanes-Oxley
Act of 2002 - Chief Executive Officer.
|
|
|
31.2
|
Certification
pursuant to Section 302 of the
|
|
Sarbanes-Oxley
Act of 2002 - Chief Financial Officer
|
|
|
32.1
|
Certification
of Deng Shan Pursuant to Section 906 of
|
|
the
Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
Certification
of Albert Figueroa Pursuant to Section
|
|
906
of the Sarbanes-Oxley Act of 2002.
|
DATE:
August 8, 2006
|
LARGO
VISTA GROUP, LTD.
|
|
|
|
/S/
DENG SHAN
|
|
-----------------------
|
|
DENG
SHAN
|
|
CHIEF
EXECUTIVE OFFICER
|