U.S.
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-KSB/A
 AMENDMENT
NO. 1
 
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
fiscal year ended December 31, 2004
 
 Commission
file number 000-30426
 
 LARGO
VISTA GROUP, LTD.
 (Name of
Small Business Issuer 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, California
    92660(Address
      of principal executive offices)
    (Zip
      Code)
 
 Issuer's
telephone number (949) 252-2180
 
 Securities
registered under Section 12(b) of the Act: None
 
 Securities
registered under Section 12(g) of the Act: Common Stock
 
 Check
whether the registrant (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [
]
 
 Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [___]
 
 The
revenues for the year ended December 31, 2004 were $439,436.
 
 The
market value of the voting and non-voting common stock held by non-affiliates of
the registrant as of April 14, 2005 was approximately $32,774,499.
 
 The
number of shares of Common Stock outstanding as of April 14, 2005 was
375,000,000.
  
  EVPLANATORY
NOTE
 
 
 Thia
Annual Report on Form 10-KSB/A amends our previously filed Annual Report on Form
10-KSB for the fiscal year ended December 31, 2004. This amendment is being
filed for two reasons. First, to update and correct the market value of the
voting and non-voting common stock held by non-affiliates of the registrant as
shown on the cover page of this amendment to the report. The information form
the previous year was inadvertently shown in the Form 10-KSB Annual Report filed
with the Commission on April 18, 2005. Second, to correct the table of stock
ownership in Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters. That table should read as
follows:
 
 **Item
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**
 **AND
RELATED STOCKHOLDER MATTERS**
 
 The
following table sets forth information regarding beneficial ownership as of
April 14, 2004 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 officer of the Company.
 
 Beneficial
    PercentageName
      and Address (1)
    Ownership
    of
      ClassShanghai
      Offshore Oil Group (HK) Co., Ltd (1)
    33,333,333
    8.89%Albert
      Figueroa (2)
    6,354,107
    1.69%Deng
      Shan (2), (3)
    81,150,285
    21.63%All
      directors/officers as a group (2 persons)
    87,504,392
    24.76%
 
 (1) The
address for Shanghai Offshore Oil Group (HK) Co., Ltd. is 35/F Bund Center, 222
Yan An Road East, Shanghai, China
 
 (2) The
address for Messrs. Figueroa and Deng is 4570 Campus Drive, Newport Beach, CA
92660. Mr. Figueroa owns 5,425,607 shares (1.44%) personally and his spouse owns
928,500 shares (0.25%), which may be deemed to be beneficially owned by Mr.
Figueroa. Mr. Figueroa disclaims beneficial ownership of such
shares.
 
 (3) Mr.
Deng Shan owns 2,892,396 (0.77%) shares personally, and 78,257,889 (20.86%)
shares through his majority owned corporation, Proton Technology Corporation
Limited
 
 
 **SIGNATURES**
 
 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934,
 the
Registrant caused this report to be signed on its behalf by the
undersigned,
 thereunto
duly authorized.
 
 LARGO
VISTA GROUP, LTD.
 
 Signature
    Title
    Date/s/Albert
      N. Figueroa
    Secretary/Treasurer
    May
      11, 2005Albert
      N. Figueroa/s/Deng
      Shan
    Interim
      CEO
    May
      11, 2005Deng
      Shan