Edgar Filing: LARGO VISTA GROUP LTD

lvg_10q-80930.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 September 30, 2008

[ ] 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

As of December 18, 2008, the Company had 343,634,537 shares of its par value $0.001 common stock issued and outstanding.

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

	Condensed Consolidated Balance Sheets	3
	September 30, 2008 and December 31, 2007

	Condensed Consolidated Statements of Operations and Comprehensive Losses	4
	Three and Nine Months Ended September 30, 2008 and 2007

	Condensed Consolidated Statements of Cash Flows	5
	Nine Months Ended September 30, 2008 and 2007

	Notes to Unaudited Condensed Consolidated Financial Information	6
	September 30, 2008

Item 2.	Management's Discussion and Analysis of Results of Operation and Financial Condition	12

Item 3.	Controls and Procedures	15

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	15

Item 3.	Exhibits	16

LARGO VISTA GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2008			2007
ASSETS	(unaudited)
Current assets:
Cash and cash equivalent	$	11,415		$	51,155
Accounts receivable, net		114,066			105,180
Employee advances		10,957			31,239
Inventories, at cost		43,645			24,562
Prepaid expenses and other		105,874			30,153
Total current assets		285,957			242,289

Property and equipment, at cost		20,508			19,221
Less: accumulated depreciation		19,947			18,495
		561			726

Deposits		755			755

Total assets	$	287,273		$	243,770

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	893,628		$	767,386
Notes payable to related parties		500,767			482,773
Due to related parties		332,128			330,069
Total current liabilities		1,726,523			1,580,228

DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 25,000,000 shares authorized, none issued and outstanding at September 30, 2008 and December 31, 2007		-			-
Common stock, $0.001 par value; 400,000,000 shares authorized, 343,634,536 and 313,276,262 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		343,634			313,276
Additional paid-in capital		16,097,405			15,881,322
Accumulated deficit		(17,896,958	)		(17,539,012	)
Accumulated other comprehensive income:
Foreign currency translation adjustment		16,669			7,956
Deficiency in stockholders' equity		(1,439,250	)		(1,336,458	)

Total liabilities and deficiency in stockholders' equity	$	287,273		$	243,770

See the accompanying notes to the unaudited condensed consolidated financial statements

LARGO VISTA GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES
(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007
Revenue	$	65,308		$	88,836		$	213,976		$	273,263
Cost of sales		58,544			85,355			176,933			241,792
Gross profit		6,764			3,481			37,043			31,471

Operating expenses:
Selling general and administrative		100,983			95,950			371,138			296,487
Depreciation		61			60			209			1,042
		101,044			96,010			371,347			297,529

Loss from operations		(94,280	)		(92,529	)		(334,304	)		(266,058	)

Other expenses:
Interest expense, net		(8,550	)		(8,914	)		(23,642	)		(26,342	)
Total other expenses		(8,550	)		(8,914	)		(23,642	)		(26,342	)

Loss from operations before income taxes		(102,830	)		(101,443	)		(357,946	)		(292,400	)
Provision for income taxes		-			-			-			-
Net loss		(102,830	)		(101,443	)		(357,946	)		(292,400	)

Other comprehensive income (loss): foreign currency translation income (loss)		(2	)		3,485			8,713			2,537

Comprehensive (loss)	$	(102,832	)	$	(97,958	)	$	(349,233	)	$	(289,863	)

Loss per common share (basic and assuming diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		339,667,145			296,409,996			333,043,813			292,427,477

See the accompanying notes to the unaudited condensed consolidated financial statements

LARGO VISTA GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Nine months ended September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) from operations	$	(357,946	)	$	(292,400	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation		209			1,042
Common stock issued for services rendered		12,000			12,000
Changes in assets and liabilities:
Accounts receivable		(1,806	)		91,939
Inventories		(17,080	)		(12,585	)
Employee advances		21,914			7,614
Prepaid expenses and other		(72,188	)		(46,675	)
Accounts payable and other liabilities		318,670			210,415
NET CASH (USED IN) OPERATING ACTIVITIES		(96,227	)		(28,650	)

NET CASH FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(226	)
NET CASH USED IN INVESTING ACTIVITIES:		-			(226	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of costs and fees		25,020			28,000
Proceeds from related parties advances and notes payable, net of repayments		30,913			(30,310	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		55,933			(2,310	)

Effect of exchange rates on cash		554			884

NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(39,740	)		(30,302	)
Cash and cash equivalents at the beginning of the period		51,155			53,992
Cash and cash equivalents at the end of the period	$	11,415		$	23,690

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest	$	-		$	-
Income taxes paid	$	-		$	-
Common stock issued for services rendered	$	12,000		$	-
Common stock issued for accrued services fees	$	198,000		$	12,000
Common stock issued for common stock subscription	$	-		$	30,000
Common stock issued in exchange for related party advances	$	11,421		$

See the accompanying notes to the unaudited condensed consolidated financial statements

LARGO VISTA GROUP, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SEPTEMBER 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 nine month period ended September 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

SEPTEMBER 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 does not expect the adoption of FSP 142-3 to have a material effect on its consolidated financial statements.

LARGO VISTA GROUP, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SEPTEMBER 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 does not expect the adoption of FSP APB 14-1 to have a material effect on its consolidated financial statements.

In May 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee Insurance Contracts”, which clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises”, applies to financial guarantee insurance contracts issued by insurance enterprises. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2008, including interim periods in that year. The Company does not expect the adoption of SFAS 163 to have a material effect on its consolidated financial statements.

In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. The Company does not expect the adoption of FSP EITF No. 03-6-1 to have a material effect on its consolidated financial statements.

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 September 30, 2008 and December 31, 2007 are as follows:

LARGO VISTA GROUP, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE B – INVENTORIES (Continued)

	September 30, 2008		December 31, 2007
Liquid petroleum gas	$	30,494	$	12,236
Packaging bottles		11,986		11,234
Supplies		1,165		1,092
Total	$	43,645	$	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 September 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 September 30, 2008 and December 31, 2007, the Company has 343,634,536 and 313,276,262 shares of common stock issued and outstanding, respectively.

During the nine months ended September 30, 2008, the Company issued an aggregate of 16,082,123 shares of its common stock to consultants and officers in exchange for services fees and accrued services fees in aggregate of $210,000. In addition, during the nine months ended September 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 10,166,667 shares of common stock in exchange for proceeds in the amount of $25,020, net of costs and fees.

LARGO VISTA GROUP, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE D - NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties at September 30, 2008 and December 31, 2007 consists of the following:

	September 30, 2008			December 31, 2007
Notes payable on demand to Company’s Chairman; interest payable monthly at 7% per annum; unsecured	$	438,622		$	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:		500,767			482,773
Less:
Current portion		(500,767	)		(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 September 30, 2008 and December 31, 2007 was $29,081.

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 September 30, 2008 and December 31, 2007 was $303,047 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 September 30, 2008 and December 31, 2007, no fees were due Jiahing in connection with the DBA agreement.

LARGO VISTA GROUP, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SEPTEMBER 30, 2008

(UNAUDITED)

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 nine months ended September 30, 2008 and 2007, the Company incurred net losses of $357,946 and $292,400, respectively. The Company had accumulated deficit of $17,896,958 as of September 30, 2008. The Company's current liabilities exceeded its current assets by $1,440,566 as of September 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.

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.

ITEM 2.

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 September 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 492 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 in 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 Nine Months Periods Ending September 30, 2008 and September 30, 2007:

REVENUE

During the quarter ended September 30, 2008 the Company realized $65,308 of revenue compared to $88,836 for the same period in the prior year, a 26% decrease. During the nine months ended September 30, 2008 the Company realized $213,976 of revenue compared to $273,263 for the same period in the prior year, a 22% decrease. This is primarily due to a decrease of revenues of retail operation in 2008.

COSTS AND EXPENSES

The Company incurred costs of sales of $58,544 in connection with the LPG revenues during three months ended September 30, 2008, compared to $85,355 for the three months ended September 30, 2007. The Company incurred costs of sales of $176,933 in connection with the LPG revenues during nine months ended September 30, 2008, compared to $241,792 for the nine months ended September 30, 2007. The decrease is primarily in connection with the decrease in sales revenue.

During the quarter ended September 30, 2008 the Company incurred $101,045 of operating expenses compared to $96,010 for the same period in the prior year. During the nine months ended September 30, 2008 the Company incurred $371,348 of operating expenses compared to $297,529 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 September 30, 2008, we had a deficiency in working capital of $1,440,566. As a result of our net loss of $357,946, our cash flow from operations was negative $96,227 during the nine months ended September 30, 2008. This was a result of our net loss, adjusted principally for $209 of depreciation, $69,161 increase in assets, stock based compensation of $12,000 and $318,670 of increase in accrued and other liabilities. We met our cash flow needs by sale of common stock of $25,020 and $30,913 in related party advances and loans. Our net cash decreased from $51,155 at December 31, 2007 to $11,415 at September 30, 2008, for a net decrease of $39,740.

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.

ITEM 3.

CONTROLS AND PROCEDURES

As of September 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 September 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

ITEM 1.

LEGAL PROCEEDINGS

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.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended September 30, 2008, the Company issued an aggregate of 999,999 shares of its common stock to a consultant in exchange for services fees of $6,000. In addition, the Company issued an aggregate of 6,000,000 shares of common stock in exchange for proceeds in the amount of $10,020, net of costs and fees. These transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 3.

EXHIBITS

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**	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 Denise Deng Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

	LARGO VISTA GROUP, LTD.

Date: December 19, 2008	By:	/s/ DENG SHAN
		DENG SHAN
		CHIEF EXECUTIVE OFFICER