SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No.)
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[ ] Preliminary Information Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(d)(2))
[X] Definitive Information Statement
LARGO VISTA GROUP, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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LARGO VISTA GROUP, LTD.
4570 Campus Drive
Newport Beach, California 92660
INFORMATION STATEMENT
We Are Not Asking for a Proxy and You Are Requested Not to Send Us a Proxy.
This Information Statement is furnished to the holders of record at
the close of business on October 9, 2002 (the "Record Date") of the
outstanding capital stock of the Largo Vista Group, Ltd. (the
"Company") pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended, in connection with actions that
holders of a majority of the outstanding shares of the Company have
approved. By written consent dated October 11, 2002, holders of a
majority of the Company's capital stock approved the following
actions:
1. To elect three directors to hold office until the next Annual
Meeting of Shareholders or until their successors are duly elected
and qualified;
2. To adopt the 2002 Stock Option Plan which authorizes the issuance
of non-qualified stock options to purchase up to 25,000,000 shares of
Common Stock;
3. To amend the Articles of Incorporation thereby creating 25,000,000
shares of Preferred Series A Stock of the Company; and
4. To appoint Russell Bedford Stefanou Mirchandani LLP as independent
auditors for fiscal year 2002.
The Company will take the necessary corporate action to enact the
above when permissible pursuant to Rule 14C.
This Information Statement will be sent or otherwise furnished, to the
Company's stockholders of record who are not solicited for their consent of
this corporate action, within ten business days following the filing
of a Definitive Information Statement as provided for in Schedule 14.
By the Order of the Board of Directors
December 17, 2002
/s/Albert Figueroa, Director and Corporate Secretary
VOTING SECURITIES
The record date of shareholders entitled to receive notice of this
corporate action by the Company is the close of business on October
9, 2002. On such date, the Company had issued and outstanding 1)
246,527,861 shares of $0.001 par value common stock, that were
entitled to vote on these issues. Each share of Common Stock is
entitled to one vote per share on any matter that may properly come
before the shareholders and there is no cumulative voting right on
any shares. Pursuant to applicable Nevada Law, there are no
dissenter's or appraisal rights relating to the matters to be voted
The Company has received consent of 126,228,162 common stockholders
for all of the matters contained within this Information Statement.
This represents an amount of shares voted for these issues at least
one vote greater than 50.0% of the outstanding shares of the Company,
as is required by Nevada law.
DESCRIPTION OF SECURITIES
I. Shareholders' Rights
A. Common Shares. The Company's articles of incorporation
currently authorize the issuance of 400,000,000 shares of common
stock, with a par value of $0.001. The holders of the shares:
- have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the board of
directors of the company
- are entitled to share ratably in all of the assets of the
company available for distribution upon winding up of the
affairs of the company
- are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of
shareholders.
These securities do not have any of the following rights
- special voting rights
- preference as to dividends or interest
- preemptive rights to purchase in new issues of shares
- preference upon liquidation
- any other special rights or preferences.
In addition, the shares are not convertible into any other security.
There are no restrictions on dividends under any loan other financing
arrangements or otherwise. As of October 9, 2002, the company had
246,527,861 shares of common stock issued and outstanding.
Non-Cumulative Voting.
The holders of shares of common stock of the company do not have
cumulative voting rights, which means that the holders of more than
50% of such outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, if they so choose. In
such event, the holders of the remaining shares will not be able to
elect any of the company's directors.
Dividends.
The company does not currently intend to pay cash dividends. The
company's proposed dividend policy is to make distributions of its
revenues to its stockholders when the company's board of directors
deems such distributions appropriate. Because the company does not
intend to make cash distributions, potential shareholders would need
to sell their shares to realize a return on their investment. There
can be no assurances of the projected values of the shares, nor can
there be any guarantees of the success of the company.
A distribution of revenues will be made only when, in the judgment of
the company's board of directors, it is in the best interest of the
company's stockholders to do so. The board of directors will review,
among other things, the investment quality and marketability of the
securities considered for distribution; the impact of a distribution
of the investee's securities on its customers, joint venture
associates, management contracts, other investors, financial
institutions, and the company's internal management, plus the tax
consequences and the market effects of an initial or broader
distribution of such securities.
II. Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The Company's authorized but unissued capital stock will consist of
more than 150,000,000 shares of common stock. One effect of the
existence of authorized but unissued capital stock may be to enable
the Board of Directors to render more difficult or to discourage an
attempt to obtain control of the company by means of a merger, tender
offer, proxy contest, or otherwise, and thereby to protect the
continuity of the Company's management. If, in the due exercise of
its fiduciary obligations, for example, the Board of Directors were
to determine that a takeover proposal was not in the Company's best
interests, such shares could be issued by the Board of Directors
without stockholder approval in one or more private placements or
other transactions that might prevent, or render more difficult or
costly, completion of the takeover transaction by diluting the voting
or other rights of the proposed acquirer or insurgent stockholder or
stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the
position of the incumbent board of directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.
III. Transfer Agent.
The company has engaged the services of OTR Transfer Agent and
Register to act as transfer agent and registrar.
ELECTION OF DIRECTORS
The current term of office of all of the Company's directors expires
on October 18, 2002. The Board of Directors has proposed, and a majority of
the outstanding shares of the Company have voted to elect, the following
members of the Board of Directors to serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified.
The Board of Directors are:
Albert N. Figueroa, 36, Director, Secretary and Treasurer, is in
charge of day-to- day business operations of Largo Vista in the
United States, as well as being a liaison with all outside service
providers, and generally maintains the consistency of information
within the Company. Mr. Figueroa joined the Company in July 1991.
Deng Shan, 50, Chairman of the Board of Directors, Interim Chief
Executive Officer, is well versed in the business practices of China.
Mr. Deng has the experience as a locomotive driver and a
college/university teacher for many years before he was recruited by
Chinese district government in 1989. He served as the director of
Science and Technology Commission and at the same time was entitled
as Chairman of the Board of 4 state-owned companies until 1994 when
he was appointed as the Director of the Representative Office (of the
Government) in European Countries. Mr. Deng joined the Company in
December 1996.
Edward H. Deese, 39, Interim Chief Operating Officer and Director,
with a BS in Economics from University of California, Irvine, has
been involved in the public arena for over fifteen years and was an
Officer and general manager of two companies that went public through
IPO. Recently, Mr. Deese was a founder of a private bio-technology
company with a private market capitalization exceeding $100 million.
Mr. Deese was responsible for establishing the administrative team of
the company and managing the day-to-day operations, from start-up
through 65 employees. Mr. Deese joined the Board of Directors in
September 2002.
Base Compensation. Members of the Board of Directors of the Company
currently receive no additional compensation for their services as a
director.
Options. The 2002 Stock Option Plan will provide for, among other things,
issuances of Options to Directors at the discretion of the Board of Directors
or through a committee approved by the Board of Directors. There are
not currently any agreements to issue options to members of the Board
of Directors that have been approved either by the Board of Directors
or a committee approved by the Board of Directors.
Meetings of the Board of Directors
During the fiscal year ended December 30, 2001, the Board of
Directors of the Company held twelve meetings. Each director attended
at least 75% of all meetings of the Board of Directors.
Audit, Compensation or Corporate Governance Committees.
The Board of Directors has not established an Audit, Compensation or
Corporate Governance Committee.
Certain Relationships and Transactions with Management and Others
A company officer has advanced funds to the Company for working
capital purposes. No formal repayment terms or arrangements exist.
The net amount of advances due the officer at December 31, 2001 was $3,144.
A consultant to the Company has advanced funds to the Company for
working capital purposes. No formal repayment terms or arrangements
exist. The net amount of advances due the consultant at December 31,
2001 was $28,065.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid or accrued by
the Company during the last three years to the executive officers of
the Company during the same period.
Summary Compensation Table
Annual compensation Long-term Compensation
Awards Payouts
Name and Other Restricted Securities
principal annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s) options/SARs payouts compensation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Daniel Mendez 2001 110,000 0 0 0 0 0 0
President 2000 120,000 0 0 0 0 0 0
1999 150,000 661,618 0 0 0 0 0
Albert 2001 55,000 0 0 0 0 0 0
Figueroa 2000 60,000 0 0 0 0 0 0
Secretary 1999 100,000 275,034 0 0 0 0 0
Deng Shan 2001 100,000 0 0 0 0 0 0
Chairman 2000 100,000 0 0 0 0 0 0
1999 100,000 261,827 0 0 0 0 0
Notes:
(1) The officers listed above were paid any salary and/or bonuses in
a combination of registered stock options, unregistered stock and/or
cash. Any issuance of unregistered common stock was valued at
market, generally determined by the low bid quotation.
(2) Daniel J. Mendez, former President, served under an annual
employment contract that was not renewed by the Board of Directors
and is therefore no longer under an employment contract.
(3) Albert N. Figueroa, Secretary/Treasurer, serves under an annual
employment contract renewed effective January 1, 2001 at annual
compensation of $60,000 that may be terminated upon 30 days written
notice of either party.
(4) Deng Shan, Consultant, serves under an annual Agreement for
Services renewed effective January 1, 2001 at annual compensation of
$100,000, that may be terminated upon 30 days written notice of
either party.
STOCK OWNERSHIP
The following table sets forth information regarding beneficial
ownership as of October 9, 2002, of the Company's common stock, by
any person who is known to the Company to be the beneficial owner of
more than 5% of the Company's voting securities and by each director
and by officers and directors of the Company as a group.
Beneficial Percentage
Name and Address (1) Ownership of
Class
Daniel Mendez(3) 17,702,390 7.20%
Albert Figueroa 5,564,620 2.26%
Deng Shan (2) 86,874,065 35.34%
Edward H. Deese 0 0.00%
All directors/officers as a group
(3 persons) 110,141,075 44.80%
(1) The address for all persons listed is 4570 Campus Drive, Newport
Beach, CA 92660
(2) Mr. Deng Shan owns 3,569,245 (1.45%) shares personally, and 83,304,820
(33.89%) shares through his majority owned corporation, Proton Technology
Corporation Limited.
(3) Mr. Mendez is a beneficial owner of more than five percent, but
is not an officer or a director of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file reports of ownership with the Securities and
Exchange Commission ("SEC") and Nasdaq. Directors, executive officers
and greater than ten-percent beneficial owners are required by SEC
regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based upon a review of filings with the Securities and Exchange
Commission, we believe that all of our directors and executive
officers are in compliance with the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934 since the Companies most
recent 10KSB.
ADOPTION OF THE 2002 STOCK OPTION PLAN AND THE AUTHORIZATION
OF THE ISSUANCE OF 25,000,000 SHARES OF COMMON STOCK THEREUNDER
General
The 2002 Plan was adopted by the Board of Directors on September 22,
2002 and a majority of the outstanding shares of the Company have
ratified the 2002 Stock Option Plan (the "2002 Plan"). The 2002 Plan
authorizing the issuance of up to 25,000,000 shares of the Company's
Common with the Board of Directors or a committee appointed by the
Board of Directors having the discretion to issue options thereunder.
The purposes of the 2002 Plan are to attract and retain personnel for
positions of substantial responsibility with the Company and to
provide participants with additional incentives in the form of
options to purchase the Company's Common Stock which will encourage
them to acquire a proprietary interest in, and to align their
financial interests with those of the Company and its shareholders.
As of October 11, 2002, no options have been granted under the 2002
Plan. The Board has agreed that the exercise price of the options
will be either the price on the date of issuance of the options, or
the price on the date that the individual to whom the options are
issued was employed or appointed by the Company, whichever is lower.
Eligibility, participation, administration, amendment, termination
and other incidentals to the administration of the 2002 Plan will be
at the discretion of the Board of Directors or a committee appointed
by the Board of Directors.
CREATION OF 25,000,000 SHARES OF SERIES A PREFERRED STOCK OF THE
COMPANY THROUGH THE AMENDMENT OF THE ARTICLES OF INCORPORATION
The Board of Directors has approved, and a majority of shareholder
votes have approved, the amendment of the Articles of Incorporation
to create, 25,000,000 shares of Series A Preferred Stock of the
Company. There are not currently any agreements signed, nor is there
any current intent, to issue these newly created Series A Preferred
Shares to any particular individual or entity at this time.
The Board of Directors has determined that the Company should
aggressively seek to acquire companies that 1) are profitable, 2) are
revenue producing and/or 3) have assets that might prove beneficial
to the Company, or in the alternative, to acquire licenses from individuals
or entities that could prove beneficial to the Company. It is the intent of
the Board of Directors to use the newly created Series A Preferred Stock to
purchase those companies and thereby seek to build the Company through
acquisition without immediately diluting the shareholders of common stock of
the Company. The Board of Directors believes that its current common
share price is undervalued, and at the current undervalued price, any
acquisition would cost the Company more than an acquisition would if
the Company's share price was more appropriately valued. By being
able to set the rights and preferences of the Series A Preferred
Stock, the Board of Directors intends to be able to make acquisitions
in the present by using a potential future stock price through the
use of the newly created Series A Preferred Stock.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the independent accounting firm
of Russell Bedford Stefanou Mirchandani LLP, certified public
accountants, to audit the accounts of the Company and its
subsidiaries for the 2002 fiscal year. Russell Beford Stefanou
Mirchandani, LLP has audited the accounts and records of the Company
and its subsidiaries since 2001. There are no disagreements on
accounting policies or practices between the Company and its auditors.
Audit Fees
The aggregate fees billed by Russell Beford Stefanou Mirchandani, LLP
for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended December 31,
2001, and for the reviews of the financial statements included in the
Company's quarterly reports on Form 10-Q for that fiscal year were $85,125.
Financial Information Systems Design and Implementation Fees
There were no services performed by Russell Beford Stefanou
Mirchandani, LLP for professional services rendered for information
technology services relating to the Company's financial information
systems design and implementation for the fiscal year ended December 31, 2001.
All Other Fees
There were no other fees paid to Russell Bedford Stefanou Mirchandani
LLP for the fiscal year ended December 31, 2001.
STOCKHOLDER PROPOSALS
No proposals have been submitted by stockholders of the Company for
consideration by the stockholders of the Company.
FINANCIAL AND OTHER INFORMATION
The following documents previously filed by the Company (File No.
000-30426) with the Securities and Exchange Commission pursuant to
the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB containing audited
financial statements for the fiscal years ended December 31, 2001,
filed on April 02, 2002, pursuant to Section 13(a) of the Exchange Act.
(b) All other reports filed by the Company pursuant to Section 13(a)
of the Exchange Act since April 2, 2002, consisting of the Company's
Quarterly Report on Form 10-QSB for the fiscal quarter ended March
31, 2002 and the Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2002.
Submitted by:
Albert Figueroa
Director and Secretary
Dated: December 17, 2002