Edgar Filing: LARGO VISTA GROUP LTD

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the period ended June 30, 2002

Commission file number 000-30426

LARGO VISTA GROUP, LTD
(Name of Small Business Issuer in Its Charter)

Nevada 76-0434540
(State of Incorporation) (IRS Employer Identification No.)

4570 Campus Drive Newport Beach, CA 92660
(Address of Principal Executive Offices)

(949) 252-2180
Issuer's Telephone Number

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 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. Yes x No .

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
244,737,481 shares of Common Stock ($.001 par value) as of August 12,
2002.

Transitional small business disclosure format: Yes No x

LARGO VISTA GROUP, LTD.
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending June 30, 2002

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets:
June 30, 2002 and December 31, 2001 3

Condensed Consolidated Statements of Losses:
Three and Six Months Ended June 30, 2002 and 2001 4

Condensed Consolidated Statements of Cash Flows:
Three and Six Months Ended June 30, 2002 and 2001 5

Notes to Condensed Consolidated Financial Information: 6

Item 2. Management's Discussion and Analysis 8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

Item 1. Financial Statements (Unaudited)

LARGO VISTA GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS
June 30, 2002 December 31, 2001

CURRENT ASSETS:
Cash and cash equivalents $ 224,823 $ 99,343
Accounts receivable, net 3,320 2,790
Inventories, at cost 6,099 59,954
Prepaid expenses and other 168,423 52,022
Total current assets 402,665 214,109

Property, plant and equipment, net 14,111 14,216
416,776 228,325

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities 271,100 275,858
Notes payable to related parties 575,555 408,081
Due to related parties 53,467 31,209
Total current liabilities 900,122 715,148

Commitment and contingencies - -

DEFICIENCY IN STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value per
share; 400,000,000 shares authorized,
242,367,667 and 232,175,730 shares
issued and outstanding at June 30,
2002 and December 31, 2001 242,367 232,176
Additional paid-in capital 14,353,738 13,555,870
Accumulated deficit (15,083,151) (14,278,569)
Accumulated other comprehensive
income:
Foreign currency translation adjustment 3,700 3,700
Deficiency in stockholders' equity (483,346) (486,823)
416,776 228,325

See accompanying notes to the unaudited condensed consolidated
financial statements

LARGO VISTA GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENT OF LOSSES
(UNAUDITED)

Three Months Ended June 30 Six Months Ended June 30
2002 2001 2002 2001

Sales $ 257,506 $ 782,733 $ 375,468 $ 1,193,127
Cost of sales 222,502 705,903 337,201 1,106,310
Gross profit 35,004 76,830 38,267 86,817

Expenses
Selling and administrative 396,368 291,283 846,395 705,194
Depreciation 766 - 1,370 27,965
Interest (income) expenses 10,631 - (4,915) 31,967
407,765 291,283 842,850 765,126
Loss from continuing operation,
before income taxes and
discontinued operations (372,761) (214,453) (804,583) (678,309)

Income (taxes) benefit - - - -
Loss from continuing
operations, before
discontinued operations (372,761) (214,453) (804,583) (678,309)

Loss from discontinued
Operations - - - (15,181)

Gain on disposal of
discontinued operations - 3,265,433 - 3,265,433

Net income (loss) (372,761) 3,050,980 (804,583) 2,571,943

Basic and Diluted
net loss per share (0.00) 0.01 (0.00) 0.01
Continuing operations (0.00) (0.00) (0.00) (0.00)
Discontinued operations - 0.01 - 0.01
Weighted average common shares
Outstanding 240,407,389 221,601,000 237,950,364 220,203,000

See accompanying notes to the unaudited condensed consolidated
financial statements

LARGO VISTA GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

For The Six Months Ended
June 30
2002 2001

Net cash Provided by (used in)
operating activities $ (65,518) $ (209,545)

Net cash provided by (used in)
investing activities 1,266 -

Net cash provided by (used in)
financing activities 189,732 395,460

Net increase in cash and cash
Equivalents 125,480 185,915

Cash and cash equivalents at
beginning of period 99,343 39,766

Cash and cash equivalents at end
of period 224,823 225,681

See accompanying notes to the unaudited condensed consolidated
financial statements

LARGO VISTA GROUP, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2002
(UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB, and
therefore, do not include all the information necessary for a fair
presentation of financial position, results of operations and cash
flows in conformity with generally accepted accounting principles.

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 six-
month period ended June 30, 2002 are not necessarily indicative of
the results that may be expected for the year ended December 31,
2002. The unaudited consolidated financial statements should be read
in conjunction with the consolidated December 31, 2001 financial
statements and footnotes thereto included in the Company's SEC Form
10-KSB.

Reclassification

Certain reclassifications have been made to conform to prior periods'
data to the current presentation. These reclassifications had no
effect on reported losses.

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., Largo Vista International Corp., and Zunyi
Shilin Xinmao Petrochemical Industries Co., Ltd. ("Zunyi"). Largo
Vista, Inc. was formed under the laws of the State of California and
is inactive. Largo Vista Construction, Inc. was formed under the
laws of the State of Nevada and is inactive. Largo Vista
International Corp. was formed under the laws of Panama and is
inactive. Zunyi was registered under the laws of 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.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the
Registrant's Consolidated Financial Statements and Notes thereto,
included elsewhere within this Form 10-QSB.

Description of Registrant.

Results Of Operations, for the Three Months Ended June 30, 2002 and
2001 and the Six Months Ended June 30, 2002 and 2001.

Net Sales. There was a decrease in net sales for the three-month
period ending June 30, 2002 as compared to the three month-period
ending June 30, 2001, with sales of $257,506 and $782,733,
respectively, as well as a decrease in net sales for the six-month
period ending June 30, 2002 as compared to the six month-period ending
June 30, 2001, with sales of $375,468 and $1,193,127, respectively.

Cost of Sales. There was a comparative decrease in cost of sales in
relation to the Net Sales, above, for the three-month period ending
June 30, 2002 as compared to the three-month period ending June 30,
2001, with cost of sales of $222,502 and $705,903, respectively, as
well as a decrease in net sales for the six-month period ending June
30, 2002 as compared to the six month-period ending June 30, 2001,
with cost of sales of $337,201 and $1,106,310, respectively.

General and Administrative. General and Administrative expenses
increased from $291,283 for the three month period ending June 30,
2001 as compared to $396,368 for the same period in 2002, as well as
an increase in General and Administrative expenses for the six-month
period ending June 30, 2002 as compared to the six month-period ending
June 30, 2001, with General and Administrative expenses of $846,850
and $705,194, respectively. General and Administrative expenses were
comprised primarily of compensation, consulting expense and office
expenses.

Liquidity And Capital Resources for the Six Months Ended June 30, 2002
and 2001.

The Company has relied primarily on funds generated from the issuance
of common stock and options to finance its operations and expansion.
As of June 30, 2002, the Company had cash of $224,823, compared to
$99,343 at June 30, 2001. Cash used in operating activities was
$65,518 in 2002, as compared to cash of $209,545 in 2001.

While the Registrant has raised capital to meet its working capital
and financing needs in the past, additional financing is required in
order to meet the Registrant's current and projected cash flow
deficits from operations. As previously mentioned, the Registrant is
seeking financing in the form of equity in order to provide the
necessary working capital. The Registrant currently is seeking other
sources for equity capital and currently has been extended an offer,
but it has not accepted the offer as of the date of the Company's Form
10-QSB. There are no assurances the Registrant will be successful in
raising the funds required.

The Company's independent certified public accountants have stated in
their report included in the Company's December 31, 2001 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. These factors among others may raise
substantial doubt about the Company's ability to continue as a going
concern.

Forward Looking Statements.

The foregoing Managements Discussion and Analysis of Financial
Condition and Results of Operations "forward looking statements"
within the meaning of Rule 175 under the Securities Act of 1933, as
amended, and Rule 3b-6 under the Securities Act of 1934, as amended,
including statements regarding, among other items, the Registrant's
business strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business and
the industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. This Form 10-KSB
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 Corporation'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 Corporation's business strategies and
development plans and changes in government regulation could
adversely affect the Company. Although the Corporation 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 Corporation that the objectives
and expectations of the Corporation would be achieved

The following is a discussion of the financial condition and results
of operations of the Company as of the date of this Annual Report.
This discussion and analysis should be read in conjunction with the
accompanying audited Consolidated Financial Statements of the Company
including the Notes thereto which are included elsewhere in this Form
10-QSB.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Various lawsuits, claims and proceedings of a nature considered
normal to its business are pending against our Company and its
subsidiaries. The most significant of these are described below.

At present, there are not any outstanding material lawsuits or
material claims known against our Company and its subsidiaries.

Item 2. Changes in Securities

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security holders.

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits and Reports on Form 8-K

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.

Largo Vista Group, Ltd.

Dated: August 16, 2002 By: /s/ Shan Deng
Shen Deng, Interim Chief Executive
Officer

99.1 Certification pursuant of President to 18 U.S.C. Section 1350, as
adopted to Section 906 of the Sarbanes Oxley Act of 2002.

99.2 Certification pursuant of Chief Financial Officer to 18 U.S.C.
Section 1350, as adopted to Section 906 of the Sarbanes Oxley Act
of 2002.

Exhibit 99.1

In connection with the Quarterly Report of Largo Vista Group, Ltd.
(the "Company") on Form 10-QSB for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Shan Deng, Interim Chief Executive Officer,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes Oxley Act, that:

(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations on the Company.

By: /s/ Shan Deng
Shan Deng, Interim Chief Executive
Officer

Exhibit 99.2

In connection with the Quarterly Report of Largo Vista Group, Ltd.
(the "Company") on Form 10-QSB for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Albert Figueroa, Treasurer, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:

(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations on the Company.

By: /s/ Albert Figueroa
Albert Figueroa, Treasurer