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Microcap & Penny Stocks : LGOV - Largo Vista Group, Ltd. -- Ignore unavailable to you. Want to Upgrade?


To: LORD ERNIE who wrote (4805)11/2/1999 8:21:00 PM
From: jmhollen  Read Replies (1) | Respond to of 7209
 
Hi Ernie,

".........Oh, by the way.........":

Service Notice for November 3

<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<TEXT>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______________________

LARGO VISTA GROUP, LTD.
(Exact name of Registrant as specified in its Charter)

Nevada 76-0434-540
(State of Incorporation) (IRS Employer ID No.)

4570 Campus Drive, Newport Beach, California 92660
(Address of principal executive offices)

(949) 252-2180
(Registrant's telephone number)

Securities to be registered pursuant to Section 12(g) of the Act:
210,099,545 Common shares

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class Name of Each Exchange
to be Registered on which registered
Common Stock, $0.001 par value - OTC Bulletin Board

<PAGE>

Item 1. DESCRIPTION OF BUSINESS

INTRODUCTION

1. Largo Vista Group, Ltd., a Nevada corporation ("Largo Vista,"),
operates through its wholly owned subsidiary, Everlasting International
Ltd. ("Everlasting"), a Nevada corporation. Everlasting operates and owns a
66.67% interest in a joint venture company in China, operated under the
name "Kunming Xinmao Petrochemical Industry Co. Ltd." ("Xinmao or the
Company"). Xinmao is principally engaged in the business of purchasing and
reselling liquid petroleum gas ("LPG") in the retail and wholesale markets
to both residential and commercial consumers in Yunnan Province of South
China. Xinmao operates a storage depot and has office headquarters in the
City of Kunming. All of the Company's property and equipment is located in
China.

Largo Vista was originally incorporated on January 16, 1987 in Nevada under
the name, "The George Group". On January 9, 1989, The George Group
acquired Waste Service Technologies, Inc. ("WST"), an Oregon corporation.
On the same day The George Group filed a name change in Nevada and changed
its name to WST. WST's plan of business was to become an environmental
service company. It listed its stock and began trading on OTC Bulletin
Board.

On April 15, 1994, WST acquired Largo Vista, Inc., a California
corporation, and on the same day filed a name change in Nevada to change
WST's name to Largo Vista Group, Ltd. At the time of acquisition Largo
Vista filed a change of name with the OTC Bulletin Board and received a new
CUSIP number and symbol ("LGOV"). Largo Vista originally planned to
develop housing in China, but, after shipping two factory built homes to
China, never fully implemented the plans due to unanticipated financing,
environmental and regulatory complications.

On December 26, 1996, Largo Vista acquired Everlasting International Ltd.
("Everlasting"), a Nevada Corporation, which owns a 66.67% interest in
Kunming Xinmao Petrochemical Industry Co., Ltd. ("Xinmao"), mentioned
above. Everlasting acquired this asset from Proton Technology Corporation
Limited, a Bahamas Corporation ("Proton").

The historical chain-of-ownership of the asset is as follows: The Hong
Kong Company, formed under the laws of Hong Kong, was initially owned by
one individual, Tan Mau Tak. On November 8, 1995, Deng Shan, an
individual, purchased the Hong Kong Company from Chan Mau Tak. On December
20, 1996, the Hong Kong Co. was acquired from Deng Shan by Proton with
majority shareholder being Deng Shan. On December 21, 1996, Proton
transferred 100% of its interest in the Hong Kong Company to Everlasting
International Ltd., a Nevada Corporation. On April 29,1997, Largo Vista
shareholders consented to an acquisition and plan of reorganization
executed on December 26, 1996, wherein Largo Vista purchased 100% of the
stock of Everlasting from Proton Technology in a stock exchange
transaction.

2. Organization of the Subsidiary

Xinmao, in operation and providing uninterrupted service to consumers since
1992, is in its third year of operation as a subsidiary of Largo Vista.
Xinmao is the largest privately owned LPG distribution company in its area
of coverage based upon the number of end users.

<PAGE>

3. Organization Chart


LVG

Largo Vista Group,
Ltd.

Owns 100% EIL
Owns 100% LVI



Subsidiaries

EIL LVI

Everlasting Largo Vista, Inc.
International, Ltd.
No Operations Presently
Owns 66.67% of "Xinmao"










"Xinmao"

Kunming Xinmao
Petrochemical Industry
Co., Ltd., a

Chinese Joint Venture

JV Partners:

"Xinmao" - 66.67%
Government Partner
33.33%


Note: Government Partner is "Kunming Fuel General Co."

<PAGE>

LARGO VISTA GROUP, LTD.

EVERLASTING INTERNATIONAL, LTD.
(100% Owned Subsidiary of Largo Vista holding a)

66.67% Interest in the

Joint Venture
KUNMING XINMAO PETROCHEMICAL INDUSTRY CO., LTD.
(in which a)

33.3% Interest

is held by KUNMING FUEL GENERAL CO.
(Chinese Government Joint Venture Partner)

B. FINANCIAL INFORMATION BY
INDUSTRY SEGMENT AND CLASSES OF PRODUCTS

Registrant is in the purchasing and reselling segment of the liquid
petroleum gas ("LPG") market in China.

<TABLE>
Year
1998 1997 1996

1 2 3
<S> <C> <C> <C>
Sales to $1,476,971 $2,472,378 $0
Unaffiliated Customers:

Operating Loss $(506,694) (1) $(1,413,763) (1) $0

Identifiable Assets, Net $ 831,882 $ 1,179,527 $0
</TABLE>

(1) The calculations of $506,694 and $1,179,527 operating losses for the
years 1998 and 1997, respectively, are net amounts reflecting deductions
for receivables write down of approximately $1,130,000 in 1997 versus
approximately $50,000 in 1998; and losses incurred in lawsuits of
approximately $400,000 in 1997.

<PAGE>

C. BUSINESS

1. Terms of Xinmao Joint Venture

The Kunming Xinmao Petrochemical Co., Ltd. ("Xinmao") is a Joint Venture
formed under the laws of the People's Republic of China.

Term: Twenty years, commencing on August 28, 1992.

Parties: Party A is the Kunming Fuel General Co. ("Government Partner ") as
to a 33.33% interest with a "registered capital" investment of US $641,000.

Party B is Everlasting International, Ltd as to a 66.67% interest, with a
"registered capital" investment of US $1,283,400.

General Provisions: Government Partner has a general responsibility to
support Everlasting in its duties.

The Joint Venture is an independent entity with an independent accounting
system. An audit of the Joint Venture's financial records is conducted
annually by an auditor registered in China. Fiscal year of Joint Venture
is January 1 to December 31.

Everlasting is, subject to the terms and conditions of an operating
agreement set forth below, responsible for the general management of Xinmao
including: Procurement of equipment and raw materials, equipment
installation, testing and technical training, hiring a management staff,
production and technical processes and other duties entrusted to it.

This Operating Agreement was made between the Government Partner and the
Hong Kong Company on August 28, 1992, for a term of ten years, ending on
August 28, 2002. Everlasting, as purchasor of the Hong Kong Company, is
responsible to manage the day-to-day operations of Xinmao and assume sole
responsibility for its profits and losses.

Each party under Chinese law would normally participate in the profits and
losses of the Joint Venture according to its proportionate share of
contribution. However, this provision was changed by the Operating
Agreement, which provides that Xinmao is to pay the Government Partner 9
million Yuan (RMB) during the term of the Agreement as follows:

3.5 million Yuan for the first 3 years;
1.5 million Yuan per year for the 4th and 5th years;
500,000 Yuan per year from the 6th through the 10th years

The Company negotiated this agreement to provide flexibility and encourage
future investment and expansion by precluding the payment of large a sum of
money to the Government Partner. In addition, the Government Partner has
indicated a willingness to sell to Largo Vista an additional 28.33 % which
would result in Largo Vista owning 95% and the government partner owning 5%
of the joint venture.

2. Government License Held

The Xinmao Company holds a unique license issued by Chinese Central
Government (National Industrial and Commercial Registration Administration
of China). This license is most valuable because it permits the Company to
operate across provincial borders; whereas, competitors of the Company are
restricted to the geographic area in which they are located. In addition,
the license permits the Company to process domestic crude oil and sell its
by-products; to process and sell LPG to retail domestic and industrial
customers; to manufacture cylinders, stoves, water heaters, and cigarette
lighters and their accessories; and to provide services in inspection and
maintenance of stoves and cylinders for safety and quality.

<PAGE>

Xinmao is a Sino-Foreign Joint Venture registered with the government as
having foreign ownership. This registration permits foreign investment to
legally flow into China, and allows funds to legally flow out of China
including loan repayments, interest payments and dividends. Xinmao is one
of the few known Sino-Foreign Joint Ventures licensed to sell petroleum
products in the retail market.

Xinmao also holds a general contractors license intended for construction
of pipeline projects. As a part of its overall strategy to expand its LPG
market in China, management intends to expand its business in the future
beyond its current core business of purchasing and reselling LPG, utilizing
its various licensing authorities.

3. The Product

LPG is used by about 500 million people worldwide. As a form of energy it
is considered a very efficient fuel because in a liquid state it provides a
significant supply of energy in a comparatively small volume. LPG is
recognized for its transportability and ease-of-use. It is a clean and
environmentally friendly source of energy that has a variety of
residential, commercial, industrial and transportation uses. It can be
used at home for cooking and heating, replacing wood, kerosene, coal and
other environmentally unfriendly sources of energy. In fact, environmental
concerns have caused the outlaw of the use of coal in most larger cities in
China. Since LPG is one of the only viable sources of energy for cooking
and heating in Southern China, management believes the China LPG market is
ripe for growth and expansion.

Most Chinese consumers have used of wood and coal all of their life
primarily for cooking only; however, they are slowly beginning to realize
the ease and convenience of also using LPG for heating and heating water.
Most consumers obtain LPG in 15 kg. cylinders, very similar to those used
for gas barbecues in the U.S. As LPG delivery systems, such as pipelines,
make use more convenient and simple, LPG consumption per capita should
increase significantly. In addition, management believes there will be
future opportunities in drying tobacco and operating factory machinery and
vehicles.

4. Markets

The China LPG market is broken down into three segments for purposes of
analysis:

1.Distribution method from the major LPG companies,
2.Method of delivery to the consumer, and
3.Black Market dealers

<PAGE>

The Primary market segment is according to distribution method - that is
either retail-direct or wholesale-indirect. Retail distribution is
accomplished by the ten major LPG companies that deal directly with the end
user. Xinmao distributes to both retail and wholesale customers, and to
both residential and commercial users. However, retail customers are far
more profitable than wholesale because sales prices are higher and there
are no middleman costs. The Company is implementing strategies to develop
more retail users.

The second market segment is according to the delivery vehicle used by the
user, such as bottle or cylinder, pipeline, or tank truck.

The bottle users may be either retail, purchasing directly from a major LPG
company, or wholesale, purchasing indirectly from a distributor of a major
LPG company. Bottle customers purchase LPG in 15 kg. cylinders or bottles
that must, by law, be filled to a minimum of 13.5 kg which is considered
full. Bottle users include residential, and commercial customers.
Residential consumption is by far the largest, with commercial restaurants
and caterers following second. There has been little industrial use of LPG
to date.

Pipeline users are considered retail-direct users. LPG flows directly into
a household via pipes from a central storage tank that is replenished as
necessary by a major LPG company. Pipeline users are billed according to
usage based on a meter in their living unit.

Tank truck or bulk sales are made to wholesale distributors who operate
small bottle filling stations. These distributors represent lower profit
margins but volume makes-up some of the difference. Bulk sales are
encouraged to cultivate the small wholesale distributors because of the
potential of acquiring their customer base in the future.

A third market segment, although temporary, must be considered because of
the negative impact it has on the LPG market. This segment is comprised of
the many small independent distributors and individuals who operate
illegally in what is referred to as the "black market" - most operating
without a license, violating safety laws, and unfairly profiting by short-
filling LPG bottles. These abusers create problems of unfair competition
for the Company. The Kunming LPG Administration is aware of these abuses,
but, unless a blatant case is presented to it, it is ignoring the problems
until the market consolidates to a greater degree.

LPG consumption has been growing at a remarkable rate since the beginning
of 1990's. In 1990, LPG consumption was slightly over 2 million tons,
while in 1996, nearly 7.4 million tons. The average annual growth rate in
this period was more than 20%, and growth from 1994 to 1995 reached almost
33%. Even though LPG consumption has been developing very fast in the past
decade, LPG consumption per capita is still very low, partly due to the
large population in China. At present it is around only 6 kg nationwide
which is small in comparison to 100kg in its Asian neighbors such as Japan
and South Korea, for example. LPG development in China also shows
geographical variance. South China has led the nation in terms of per
capita consumption at nearly 35 kg. East China follows with per capita
consumption of about 10kg. North China is far less, only half of that in

<PAGE>

East China. And still in many places inland, the LPG consumption per
capita is negligible.

The majority of dollars invested in the China LPG market have been invested
in large "mega" depots by the major oil companies. Little to no focus has
been placed on the retail end-user market. Put simply, the LPG "storage"
infrastructure is in place, but it is overbuilt because the retail market
has not been cultivated at the same pace. Management's primary objective
is the development of this retail consumer base.

From the mega-depots on the east and southeast coast of China, LPG is
shipped to smaller inland storage depots via railroad tank car. LPG is
then pumped into large storage tanks until it is distributed in bottles,
pipelines or tank trucks to end users and distributors.

Inland infrastructure development has not kept pace with coastal
development. Inland depot storage capacity must be expanded to serve the
customers in waiting for LPG service. More efficient distribution methods
are also needed. The bottle exchange system is labor intensive - a factor
that does not significantly affect overhead yet, but will have greater
future impact as salaries increase.

Distribution of LPG via pipelines directly to end-users is very efficient,
but one drawback is the cost to install pipeline service to each household,
which is approximately $185 US. Some more affluent customers can afford to
pay the installation fee up front, but most of these have already purchased
pipeline service. Some new construction projects permit the cost of
installation to be incorporated into the cost of the home. However, most
customers can not afford the up-front fee, but are willing and able to pay
extra each month based on usage. Xinmao has seven pipeline projects either
completed or under construction.

5. Distribution of LPG

There are four basic levels of LPG distribution:

Major LPG companies
Major LPG Distributors
Medium LPG Distributors
Small Independent LPG Distributors

The Major LPG companies are characterized by the following: they purchase
LPG directly from refineries or major oil companies, they must be licensed,
have railroad tank cars and storage depots, and typically serve over 10,000
retail customers. These companies depend on distribution networks to get
LPG to the consumers.

Major distributors are licensed and generally serve more that 4,000 but
less than 10,000 customers directly, but do not typically have any railroad
tank cars, and have little or no storage capacity.

Medium Distributors are licensed and generally serve more than 1,500 but
less than 4,000 customers directly, have no storage capacity.

Small Independent Distributors are those who may or may not be licensed,
and have no relationship or loyalty to any major company or distributor,
and usually serve less than 1,500 customers.

<PAGE>

Since all of these distributors serve a customer base, Xinmao is actively
recruiting them on an ongoing basis.

The majority of Xinmao's customer base is serviced with the help of agents
and entity users. Xinmao has eight agents that are independent dealers who
exclusively represent the Company in an outlying county area that is
difficult for the Company to access on a regular basis. The consumers
serviced by the agent pay retail prices. The Company pays the agent a fee
for his services and the agent carries his own overhead expenses.

As the LPG market was developing in the early 1990's, the Company was
seeking to develop a customer base in the most efficient and effective
manner possible; and, as a result, began to cultivate the "entity user"...
Entity users were companies in other industries, already providing housing
for their employees, that desired to provide a convenience to their workers
by distributing LPG as an additional service. These entity users developed
into distribution outlets that benefited the Company by providing free
receiving, storage and LPG distribution service to consumers who paid
retail prices. As the market further developed, the entity user also began
to be a distribution outlet to other consumers in the local area that were
not affiliated with the entity company. Today, the Company is actively
seeking to cultivate and develop additional entity users to expand the
consumer base. Today Xinmao has 125 entity users.

In 1997, under the leadership of Largo Vista management, several
innovations were added to the distribution process. First, there was a
time delay between the sale of the LPG and receipt of the cash from the
sale. The Company responded with the "coupon program" whereby the
consumer, first purchased a special coupon from the bank and presented it
as payment as he exchanged an empty bottle of LPG for a full one. The bank
then remitted to the Company. The Bank of Agriculture, one of the largest
in China with over 1,000 branches in the province, has successfully worked
with the Company for over two years in this program and the bank is pleased
with exposure to a new customer base.

Second, also in 1997, the Company implemented the first consumer insurance
program. This insurance, written by the largest insurance company in China,
guaranteed the consumer who either made a non-refundable prepayment for LPG
by purchasing a coupon that the LPG would be at a fixed price, immediately
available, and a guaranteed quality and quantity.

These two innovations, the coupon program and the consumer insurance
protection program, were the first of their kind in China. In the future
the Company intends to implement a third innovation for the pipeline
distribution system which will be a prepaid "smart card", that will be
inserted into a meter in the consumer's home. This precludes cash flow and
collection problems. Distribution of the prepaid smart card will be
similar to the coupon program in concert with the Bank of Agriculture.

<PAGE>

The bulk of Xinmao's retail customers are located in the Yunnan Province
central cities of Kunming, Lunan, Chengong, Yiliang, Jinnin, Annin, and
Eshan. As the population thins out in the suburbs, distribution networks
take-over and service most customers. The rural areas are exclusively
serviced by smaller distributors.

Finally, there are a number of other minor distributors who purchase from
Xinmao and other major companies, who have solicited their own customer
base over a period of time and have generated customer loyalty through
relationship.

6. Raw Materials

The Chinese market is unique compared to other Asian countries. Japan and
Korea seek security of supply through regular term contracts supported by
long-term relationships, but, in China, low price and bargaining is the
driving force for LPG purchases.

Xinmao has been able to consistently purchase LPG at low prices due to high
volume of orders. When purchasing LPG, Xinmao must weigh various factors
including quality of LPG, price, and transportation costs. It generally
purchases from domestic sources inside China where prices are very low, but
transportation costs are higher. On occasion Xinmao also purchases LPG
from foreign companies such as Mobil Oil Hong Kong and Caltex.

Cost of goods can fluctuate widely and rapidly and can cause cash flow
problems. The Company is researching the feasibility of obtaining a much
larger storage facility that would permit it to purchase large quantities
of LPG when prices are favorable, and sell it when prices are higher.

7. Pricing and Competition

The LPG industry in Yunnan Province consists of ten major LPG companies
that have railroad tank cars, depot storage facilities, and sell LPG in
both the retail and wholesale markets. All ten companies depend on a
network of distributors to help reach and serve the needs of their
customers. Competition is based principally on price and service, with
some based on relationship and reputation. Nine of these companies are
government owned and operated to some degree, leaving Xinmao as the only
privately owned and operated company.

LPG retail market prices have been relatively unstable during the past two
years, characterized by over supply and cut-throat competition. This was
precipitated by environmental concerns that prompted the passing new
regulations by the Kunming City Government that outlaw the use of coal.
Other larger cities are following suit with similar clean air regulations,
leaving LPG as the major viable energy alternative for cooking, heating,
and hot water.

No companies were prepared to supply a sufficient amount of LPG to this new
consumer market, but all companies reacted to the huge new demand.

<PAGE>

The difference between Xinmao and the other nine government companies is
that the primary objective of Xinmao is to make a profit while profit is
secondary to the government companies primary objective is to ensure supply
LPG. The nine government companies, whose primary objective was to supply
LPG to consumers, are characterized by a lack of management and financial
expertise, and by large work staffs that operate very inefficiently. These
entities ordered an excess supply of LPG and had to cut prices to deplete
the excess. This began the spiraling downward price market in which Xinmao
was forced to compete. These pressures have eased, and Xinmao is
negotiating with the government agencies and some companies in an effort to
bring stability back to the market along with higher prices and profitable
margins.

Black Market. In the residential wholesale market, many independent,
"black market" dealers sprung-up and have been operating without a license,
and have ignored safety regulations that require inspection and pressure
testing of each bottle every five years. Another flagrant violation of
consumer fairness is the practice of short-filling bottles. The "black
market" dealer fills the bottle with 10 kg. of LPG, and sells it
representing it has 13.5 kg. of LPG. Short-filling has permitted the
Company's competition to charge lower prices and unfairly compete with
Xinmao. This practice of cheating the consumer has been prevalent over the
past several years. Xinmao is now challenging customers to be aware of
what they are paying for by implementation of a "weight comparison
program". The program permits the consumer to actually weigh the bottles
to expose the "short-fill" problem.

As of April 15, 1999, the Kunming LPG Administration established "minimum
pricing" regulations which set a base price for both wholesale bulk sales,
and wholesale and retail bottle sales. This regulation will help stop the
uncontrolled cut-throat pricing competition that occurred over the past 24
months. It will be incumbent upon the nine participating major LPG
companies to form task forces to assist the LPG Administrator in enforcing
these regulations. The "short-fill" practice is now illegal under new
"minimum price" regulations, which require all wholesalers to sell a 13.5
kg. bottle for no less than 36 RMB, and retail distributors for no less
than 42 RMB.

Xinmao competes with others on both reputation and service. To
differentiate itself from its competition, Xinmao stresses a long-term
relationship both with the residential user, and with the distributor, to
help them bring-in and keep new customers. The Company wants its
distributors and their customers to be a part of the "Xinmao Family". The
Company offers more than claims about its service. Its reputation is
excellent and is backed-up by a record of uninterrupted service since 1992.
Consumers and distributors know that they can rely on Xinmao to deliver and
that they will receive honest weights and measures.

8. Insurance

Xinmao sells a solid image of reliability, service, safety, and seven years
of uninterrupted service to its customers - and backs it up with insurance.
The Company provides consumer insurance, written by the Peoples Insurance
Company of China (PICC) which is owned by the government. The insurance
guarantees that a customer who paid in advance that the LPG would be at a

<PAGE>

fixed price, immediately available, and a guaranteed quality and quantity.
This innovation has given the customer new confidence, since in the past
many companies collected in advance, and then went out of business, leaving
the customer empty handed.

9. Government Regulation

The LPG industry is regulated on a day-to-day basis by the Kunming LPG
Administration, which oversees all companies licensed to do business, and
enforces rules and regulations in the market place. The LPG Administration
faces many problems in this rapidly emerging, chaotic market, including the
existence of many unlicensed small distributors, violations of safety
regulations, and bottles of LPG short-filled by as much as 25%. In April
1999, the local LPG Administration met with Xinmao and eight of the other
largest licensed companies in the area, and together set minimum price
policies intended to provide positive margins over cost. The LPG
Administration has also attempted to correct some of the more flagrant
violations, but has also overlooked them to some extent, waiting for one or
two companies to emerge as the survivors of the competition, proving that
they are financially able to carry the responsibility of uninterrupted
supply to consumers. Xinmao is poised to be the survivor, requiring only
an infusion of capital to give the LPG Administration the confidence it
needs to begin to enforce regulations more aggressively.

10. Patents, Trademarks & Licenses

The Company maintains no patents or trademarks.

11. Seasonal Factors

Northern China is subject to a wide range of seasonality ranging from snow
in the winter to hot, humid summers. However, moving south, the seasons
and temperatures do not fluctuate as much as in the north. The Xinmao
Company operates in Yunnan Province which, being at an elevation of
approximately 5,500 feet, is known for its moderate and even climate year
around - being slightly cooler in the winter, requiring some heating, while
the summer weather is warm and pleasant. As a result, seasonal factors do
not play a significant role in the Company's business.

12. Inventory

Inventory, valued at cost, on the first-in, first-out basis, consists
primarily of liquid petroleum gas.

13. Firm Backlog

None.

<PAGE>

14. Government Contracts

The Company has government approval for the exclusive development of
pipeline projects in the counties of Lunan, Fuming, Yiliang, Yuxi, and a
part of Kunming.

15. Environmental Factors

Between 1996 and 1998, environmental concerns over clean air and streets,
have prompted a general movement within the Chinese Government from the
Central Government to the provinces and the major cities to phase-out the
use of coal as an energy source for cooking and heating. As coal is phased-
out a void is left which is being filled by liquid petroleum gas (LPG)
because it is a clean burning, efficient and transportable energy
substitute. It is expected that continued efforts will be made to replace
other unclean burning fuels with LPG, especially in automobiles and
industrial applications, since it is the only viable alternative fuel
resource available to Southern China.

16. Financial Information Relating to Foreign & Domestic Sales

All of the Company's sales are foreign, through Xinmao, its China
subsidiary. The Company has had no significant foreign currency
transaction gains or losses in connection with its activities.

17. Employees

Largo Vista Largo Vista is fully staffed with 2 employees, and relies on
five other outside service providers for legal, accounting and other
services as needed. The Chinese subsidiary, Xinmao, is fully staffed with
84 employees, including a full management staff, which is considered highly
competent and well qualified.

....For balance - see Freeedgar.com...