U.S.
      SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB/A


AMENDMENT
      NO. 2





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. [___]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]





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.





EXPLANATORY
      NOTE








This
      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 four reasons. First, to clarify disclosures relating to the Company’s
      LPG business in China. Second, to clarify disclosures relating to the Company’s
      contract with Shanghai Oil. Both of these disclosures are found in the section
      describing the business of the Company, beginning on page 2. Third, to add
      a
      table showing the breakdown of the Company’s revenues in the Management’s
      Discussion and Analysis section on page 15. Fourth, to add a disclosure in
      the
      Subsequent Events section on page 42.














i





LARGO
      VISTA GROUP, LTD.


FORM
      10-KSB


INDEX




Item
            Description
            PagePart
                IItem
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            8Item
                4
            .Submission
                of Matters of a Vote of Security Holders
            8Part
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            8Item
                6.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            11Item
                7.
            Financial
                Statements and Supplementary Data
            17Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            37Item
                8A
            Controls
                and Procedures
            37Part
                IIIItem
                9.
            Directors
                and Executive Officers of the Registrant; Compliance with Section
                16(a) of
                the Exchange Act
            37Item
                10.
            Executive
                Compensation
            38Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management And Related
                Stockholder Matters
            39Item
                12.
            Certain
                Relationships and Related Transactions
            39Part
                IVItem
                13.
            Exhibits
            40Item
                14.
            Principal
                Accountant Fees and Services
            41Item
                15.
            Subsequent
                Events
            42Signatures
            42








ii











**PART
      I**





**Item
      1. DESCRIPTION OF BUSINESS**





**Business
      Development**





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”) agreements with Zunyi
      Shilin Xinmao Petrochemical Industries Co. Ltd, (“Zunyi”) and Jiahong Gas Co.,
      Ltd. (“Jiahong”), both registered under the Chinese laws in the Peoples Republic
      of China, Guizhou Province.





**Business
      of the Issuer**





Through
      DBA agreements with Zunyi and 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 440 customers. When natural gas becomes available to the area,
      these pipelines will be in place to deliver that commodity to the same
      customers.





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 is currently under construction, with completion estimated
      in
      July of 2005. Pipeline Number 4 will serve 60 condominiums. Construction
      schedules are being developed. Pipeline Number 5 will serve 1,067 condominiums
      and is currently under construction, with completion estimated in August of
      2005. Pipeline Number 6 will serve 5,000 condominiums and is currently in the
      architectural development stage. All of these pipelines will be operated by
      Largo Vista under exclusive 40-year supply contracts.





1





The
      contracts that Largo Vista Group, Ltd. (the “Company”) has with the Zunyi
      Municipal Government grant to the Company the exclusive right to supply liquid
      petroleum gas (LPG) to certain building projects and to construct or have
      constructed pipeline systems to deliver the LPG. These building projects 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 building project 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 building projects.





The
      Zunyi
      Municipal Government (“Zunyi”) agreed in its contracts with the Company to
      reimburse the Company for the costs of constructing the LPG pipelines, fifty
      percent (50%) after the signing of each contract and the remaining fifty percent
      (50%) upon completion of each pipeline project. Zunyi did pay the Company the
      first fifty percent (50%); but failed to pay the Company the remaining fifty
      percent (50%) upon completion of the first two (2) pipeline projects. Zunyi
      took
      the position that the Company should collect the balance from the customers
      as
      they subscribe for LPG delivery. The Company has been collecting that amount
      as
      a connection or subscription fee and accounting for that revenue as it is
      received.





Largo
      Vista continues to engage in the petroleum supply business in
      Vietnam.





In
      addition, Largo Vista has two representative offices in the Far East area,
      one
      in Wuhan, China and another in Ho Chi Minh City, Vietnam, to supervise LPG
      and
      gas oil trading operations in China and Vietnam, respectively. Largo Vista
      continues to evaluate the acquisition of other possible business opportunities
      in the Far East.





**Arrangement
      to Sell Stock to Shanghai Offshore Oil Group**





On
      March
      18, 2005, Largo Vista signed an Agreement and Assignment of Certain Contractual
      Rights and Benefits (the “Agreement”), with Shanghai Offshore Oil Group (HK)
      Co., Ltd. (“Shanghai Oil”).  Under the Agreement, Shanghai Oil assigned to
      Largo Vista all of its rights to receive payments under a prior contract with
      Asiacorp Investment Holding Ltd. (“Asiacorp”), under which Shanghai Oil would
      purchase from Asiacorp fuel oil produced in Russia and deliver it to entities
      in
      The People’s Republic of China at a rate of thirty thousand (30,000) metric tons
      per month for three (3) months and continue for the following thirty-three
      (33)
      months at a rate of two hundred thousand (200,000) metric tons per month, for
      a
      total of six million, six hundred ninety thousand metric tons. (the “Asiacorp
      Contract”).  The Agreement states that deliveries under the Asiacorp
      Contract were to begin no later than May 18, 2005.




The
      Agreement provides that Largo Vista will receive all of the profit realized
      by
      Shanghai Oil from the sale of fuel oil it acquires under the Asiacorp Contract,
      after the deduction of costs associated with the purchase, transportation and
      sale of the fuel oil, with a minimum payment of two dollars ($2.00) per metric
      ton. In exchange for the receipt of payment from Shanghai Oil, Largo Vista
      agreed to issue to Shanghai Oil one hundred million (100,000,000) shares of
      Largo Vista’s common stock, deliverable in three equal increments over the term
      of the Agreement, which amounts may be reduced based upon the amount, if any,
      of
      Shanghai Oil’s actual payments from its sale of the fuel oil.  However,
      Largo Vista has not received any payments from Shanghai Oil under the Agreement,
      and cannot give absolute assurances that any fuel oil will be delivered under
      the Asiacorp Contract.





Payments
      received by Largo Vista based upon Shanghai Oil’s sale of the fuel oil, if
      any, will be accounted for as a capital transaction as Largo Vista’s
      transaction with Shanghai Oil represents, in substance, a stock subscription
      under which Largo Vista would receive approximately $0.13 per share if the
      total
      projected amount of fuel oil is sold and the minimum guaranteed profit margin
      is
      paid to Largo Vista.





During
      June of 2005, Shanghai Oil notified Largo Vista that it had not received any
      fuel oil under the Asiacorp Contract.  As Largo Vista had not received any
      payments from Shanghai Oil, it did not release any of its shares of common
      stock
      to Shanghai Oil.  On approximately July 1, 2005, Largo Vista sent Shanghai
      Oil a written “Demand to Cure Delayed-Performance” giving Shanghai Oil until
      July 18, 2005, later extended to August 31, 2005, to make








2





its
      first
      payment to Largo Vista under the Agreement.  Although Shanghai Oil has
      indicated to Largo Vista that it intends to deliver payment pursuant to the
      Agreement, either through performance under the Asiacorp Contract or through
      another contract in its place, investors should understand that delivery is
      far
      from certain. As of the date of filing of this Amendment, Largo Vista has not
      received any payments from Shanghai Oil nor has it released any of the shares
      deliverable to Shanghai Oil.





Largo
      Vista will continue to pursue amicable remedies with Shanghai Oil. Although
      any
      resolution with Shanghai Oil is highly uncertain, Largo Vista believes that
      continuing to pursue a business relationship with Shanghai Oil is in the best
      interest of the Largo Vista. Should Shanghai Oil deliver any payments to Largo
      Vista, pursuant to the terms of the Agreement, the management of Largo Vista
      will determine the number of shares of Largo Vista common stock, if any, to
      deliver to Shanghai Oil.





**Organizational
      Chart**





Largo
      Vista Group, Ltd. (LVG)





Owns
      100%
      of Largo Vista Inc.


No
      current operations





Owns
      100%
      of Largo Vista International Corp.


No
      current operations





Owns
      100%
      of Largo Vista Construction Inc.


No
      current operations





**Principal
      Products and Their Markets**





**The
      Product**





LPG
      is
      used by about 500 million people worldwide. As a form of energy, it is
      considered a very efficient fuel. Its liquid state 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 and can
      therefore replace wood, kerosene, coal and other environmentally unfriendly
      sources of energy. Environmental concerns have caused the outlaw of the use
      of
      coal in most of the 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 wood and coal all their lives, primarily for
      cooking. They are, however, beginning to realize the ease and convenience of
      using LPG for cooking and heating water. Most consumers obtain LPG in 15kg.
      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.





**Markets:**





The
      China
      market is broken down in two ways for purposes of analysis:





The
      first
      way to view the market is through the distribution method; that is, either
      retail-direct or wholesale-indirect. Retail distribution is accomplished by
      the
      three major LPG companies that deal directly with the end user. In Zunyi, Largo
      Vista distributes to both retail and wholesale customers, and to both
      residential and commercial users. Retail customers, however, are far more
      profitable for the Company than wholesale because sales prices are higher and
      there are no middleman costs. The Company is implementing strategies to develop
      and expand the retail customer base.








3





The
      second way to view the market is through the method of delivery to the user;
      such as by bottle or cylinder, by pipeline, or by tank truck.





The
      bottle users may be either retail, purchasing directly from a major LPG company,
      or wholesale, purchasing 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 household
      via
      pipes from a central storage tank that is replenished when necessary by a major
      LPG company. Pipeline users are billed according to usage based on a meter
      in
      their living unit. Management is pursuing a policy of expanding into this arena
      due to the fact that once the retail customer is captured via a pipeline
      connection, they will remain a profit center for the Company. Also, the usage
      by
      a pipeline customer is expected to be greater than a bottle retail customer
      because of the expanding uses of LPG, such as heating of the
      residence.





Tank
      truck or bulk sales are made to wholesale distributors who operate small bottle
      filling stations. These distributors represent lower profit margins, but sheer
      volume of distribution 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.





During
      the 1990s, world LPG demand has risen on average nearly 3.6% per year, compared
      to 1.4% per year for the petroleum industry overall, as the world economy has
      grown. LPG demand is expanding worldwide but most dramatically in the developing
      countries of Asia. Demand in the region has been growing by an average of more
      than 6% per year, as per-capita consumption increases with the increasing
      standard of living in the region. For example, per-capita consumption of LPG
      in
      China in the 1990s increased from around 1 kg to more than 6 kg per-capita
      and
      expecting consumption to expand to more than 15 kg per-capita in the next
      century.





Asian
      markets are expanding rapidly, along with markets in other developing countries
      as population continues to grow along with demand for clean-burning LPG. It
      has
      been estimated that y 2020, Asia should account for more than 70 million metric
      tons per year of residential and commercial LPG demand, which represents more
      than 40% of total world LPG demand. China will account for the greatest
      percentage of the growth in overall LPG imports as a result of continued growth
      of the domestic Chinese economy and per-capita consumption of LPG.





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 waiting for
      LPG
      service. More efficient distribution methods are also needed. The bottle
      exchange system is labor intensive, a factor that currently does not
      significantly affect overhead; 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 $185.00 US per household. 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. Most customers, however, cannot
      afford the up-front fee; but are willing and able to pay extra each month based
      on usage.





4





Largo
      Vista has a number of pipeline projects in various planning or construction
      phases and it is management's belief that this area is one of the most
      profitable in the long term. In November, 2002 Largo Vista’s Pipeline Project
      Number 1 was completed and a long term service contract to maintain and supply
      LPG to its customers along the pipeline was signed. In December of 2004, Largo
      Vista’s Pipeline Project Number 2 was substantially completed. Largo Vista has
      also signed contracts for Pipeline Projects Number 3 through Number 6 (terms
      and
      details of some of the contracts are not finalized), all in the same area,
      as
      discussed above under “Business of the Issuer.” It is expected that at least two
      of these new pipelines will be completed during 2005.





**Distribution
      of LPG**





There
      are
      four primary 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. They have
      railroad tank cars and storage depots. They typically serve over 10,000 retail
      customers. These companies depend on distribution networks to get LPG to the
      consumers.





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





Medium
      distributors are also licensed by major LPG companies, generally serve more
      than
      1,500 but less than 4,000 customers directly and do not have any storage
      capacity. At this time, Largo Vista would be considered as a medium
      distributor.





Small
      independent distributors are those who may or may not be licensed, do not have
      any relationship or loyalty to any major oil company or distributor and usually
      serve less than 1,500 customers.





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





The
      majority of Largo Vista's customer base is serviced with the help of agents
      and
      entity users. Largo Vista has a number of 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 who also desired
      to
      provide a convenience to their workers by distributing LPG as an additional
      service. These entity users developed into 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.





**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.








5





When
      purchasing LPG, Largo Vista 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.





Cost
      of
      goods can fluctuate widely and rapidly and can cause cash flow problems.





**Competition**





The
      LPG
      industry in the city of Zunyi, Guizhou Province, consists of three major LPG
      companies with storage facilities that sell LPG in both the retail and wholesale
      markets. All three companies depend on a network of distributors to help reach
      and service the needs of their customers. Two are privately owned and operated
      and the other is state owned. Competition is based principally on price and
      service; however relationship and reputation are also important to consumers
      of
      LPG.





LPG
      retail market prices have been relatively unstable during recent years,
      characterized by oversupply and cutthroat competition.





In
      the
      residential wholesale market, many independent "black market" dealers have
      been
      operating without a license, and have ignored safety regulations. Another
      flagrant violation of consumer fairness is the practice of short-filling
      bottles. The "black market" dealer typically will fill a bottle with 10kg of
      LPG, representing that it has 13.5kg of LPG. Short filling has permitted the
      Company's competition to charge lower prices and unfairly compete with Largo
      Vista. This practice of cheating the consumer has been prevalent over the past
      several years. Largo Vista challenges customers to be aware of what they are
      paying for by implementing of a "weight comparison program." The program permits
      the consumer to weigh their bottles to expose the "short-fill"
      problem.





Largo
      Vista competes with others on both reputation and service. To differentiate
      itself from its competition, Largo Vista stresses a long-term relationship
      both
      with the residential user and with the distributor to help them bring in and
      keep new customers. Its reputation is excellent and is backed up by a record
      of
      good service, with the understanding that Largo Vista can be relied upon to
      deliver honest weights and measures.





**Governmental
      Regulation**





Largo
      Vista’s operations in China are regulated on a day-to-day basis by the Zunyi
      municipal government, which oversees all companies licensed to do business
      and
      enforces rules and regulations in the market place. The Zunyi government faces
      many problems in this rapidly emerging chaotic market including the existence
      of
      many unlicensed small distributors, violations of safety regulations and short
      filled bottles. Local government is working to correct some of these more
      flagrant violations.





**Patents,
      Trademarks & Licenses**


The
      Company does not currently own any patents or trademarks.





**Employees**





Largo
      Vista has no employees in the United States and relies on outside consultants
      for legal, accounting and organizational services as needed. Operations in
      Zunyi, Wuhan and Ho Chi Minh City have a total of 30 employees, including
      management, all of whom are full-time employees.





6





**Item
      1A. CAUTIONARY STATEMENTS REGARDING FUTURE RESULTS, FORWARD-LOOKING INFORMATION
      AND CERTAIN IMPORTANT FACTORS**





Largo
      Vista makes written and oral statements from time to time regarding its business
      and prospects, such as projections of future performance, statements of
      management's plans and objectives, forecasts of market trends, and other matters
      that are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
      Statements containing the words or phrases "will likely result," "are expected
      to," "will continue," "is anticipated," "estimates," "projects," "believes,"
      "expects," "anticipates," "intends," "target," "goal," "plans," "objective,"
      "should" or similar expressions identify forward-looking statements, which
      may
      appear in documents, reports, filings with the Securities and Exchange
      Commission, news releases, written or oral presentations made by officers or
      other representatives made by Largo Vista to analysts, stockholders, investors,
      news organizations and others, and discussions with management and other
      representatives of Largo Vista. For such statements, Largo Vista claims the
      protection of the safe harbor for forward-looking statements contained in the
      Private Securities Litigation Reform Act of 1995.





Largo
      Vista’s future results, including results related to forward-looking statements,
      involve a number of risks and uncertainties. No assurance can be given that
      the
      results reflected in any forward-looking statements will be achieved. Any
      forward-looking statement made by or on behalf of Largo Vista speaks only as
      of
      the date on which such statement is made. Largo Vista’s forward-looking
      statements are based upon assumptions that are sometimes based upon estimates,
      data, communications and other information from suppliers, government agencies
      and other sources that may be subject to revision. Except as required by law,
      Largo Vista does not undertake any obligation to update or keep current either
      (i) any forward-looking statement to reflect events or circumstances arising
      after the date of such statement, or (ii) the important factors that could
      cause
      Largo Vista’s future results to differ materially from historical results or
      trends, results anticipated or planned by Largo Vista, or which are reflected
      from time to time in any forward-looking statement which may be made by or
      on
      behalf of Largo Vista.





In
      addition to other matters identified or described by Largo Vista from time
      to
      time in filings with the SEC, there are several important factors that could
      cause Largo Vista’s future results to differ materially from historical results
      or trends, results anticipated or planned by Largo Vista, or results that are
      reflected from time to time in any forward-looking statement that may be made
      by
      or on behalf of Largo Vista. Some of these important factors, but not
      necessarily all important factors, include the following:




Largo
      Vista has a history of losses, expects to incur additional losses and may never
      achieve profitability. During Largo Vista’s fiscal year ended December 31, 2004,
      the Company generated only $439,436 of revenue and realized a net loss $276,551.
      Largo Vista has yet to generate profits from operations and consequently is
      unable to predict with any certainty whether its operations will become a
      commercially viable business. In order for Largo Vista to become profitable,
      it
      will need to generate and sustain a significant amount of revenue while
      maintaining reasonable cost and expense levels.





Largo
      Vista may require additional capital in order to meet its projected operatinig
      costs and, if necessary, to finance future losses from operations as it
      endeavors to build revenue, but largo vista does not have any commitments to
      obtain such capital and cannot assure you that it will be able to obtain
      adequate capital as and when required. Should Largo Vista be required to sell
      additional equity securities or additional debt securities convertible into
      equity, there will be additional dilution to Largo Vista’s
      shareholders.





Largo
      Vista is dependant on the stability of economic relations with the people’s
      republic of china for its current revenues. Nearly all of Largo Vista’s current
      revenues are generated in China. Largo Vista cannot predict or guarantee the
      stability of economic relations with China; and, therefore the operations of
      Largo Vista are subject to disruption from a number of political and economic
      causes.





Largo
      Vista is owed a substantial portion of its accounts receivable from the single
      source of the government of the city of Zunyi, china. Pursuant to the its
      agreement with Largo Vista in February 2002, the government of Zunyi paid Largo
      Vista 50% of the total contracted installation price, or $154,438. The Zunyi
      government also has an





7





obligation
      to collect the remaining 50% of contract price from the households obtaining
      LPG
      from the pipeline on behalf of the Company. Management determined that the
      collectibility and length of time to collect the amount due can not be
      reasonably assured. Accordingly, revenues are recognized as collected for the
      project. During the years ended December 31, 2004 and 2003, the Company received
      and recognized additional $11,171 and $44,233, respectively, of revenue in
      connection with the project. In May 2003, the Company entered into its Second
      Agreement (“Second Agreement”) with the government of Zunyi to design and
      install more LPG pipeline systems in residential areas in the city of Zunyi,
      China. Pursuant to the Second Agreement, the government of Zunyi is obligated
      to
      pay to the Company 50% of the total contract price, or $87,258, which was paid
      during 2004. The Company has also received and recognized a total of $8,152
      of
      revenue in connection with the Second Agreement. Management determined that
      the
      collectibility and length of time to collect the amount due can not be
      reasonably assured. Accordingly, revenues are recognized as collected for the
      project.





Should
      Largo Vista choose to grow through acquisitions, it will experience the
      uncertainties associated with such a strategy. As part of Largo Vista’s business
      strategy in the future, Largo Vista could acquire assets and businesses relating
      to or complementary to its operations. Any acquisitions by Largo Vista would
      involve risks commonly encountered in acquisitions of companies. These risks
      would include, among other things, the following: Largo Vista could be exposed
      to unknown liabilities of the acquired companies; Largo Vista could incur
      acquisition costs and expenses higher than it anticipated; fluctuations in
      Largo
      Vista's quarterly and annual operating results could occur due to the costs
      and
      expenses of acquiring and integrating new businesses or technologies; Largo
      Vista could experience difficulties and expenses in assimilating the operations
      and personnel of the acquired businesses; Largo Vista's ongoing business could
      be disrupted and its management's time and attention diverted; Largo Vista
      could
      be unable to integrate successfully.





**Item
      2. DESCRIPTION OF PROPERTY**





**Largo
      Vista**





Largo
      Vista has corporate offices in Newport Beach, California. The base rent is
      $755
      per month on a month-to-month lease.





**Wuhan
      Representative Office**





Largo
      Vista maintains a representative office in Wuhan, Hubei Province, China, which
      include three offices and access to common areas. The facilities are leased
      from
      Proton Enterprises.





**Ho
      Chi Minh City Representative Office**





Largo
      Vista maintains a representative office in Ho Chi Minh City, Vietnam, which
      includes an open office type environment. The terms of this Lease are for month
      to month at approximately $500 per month.





**Zunyi**





Largo
      Vista, through a contract agreement with Jiahong Gas Co., Ltd., operated its
      primary service from its depot located in the City of Zunyi, Guizhou Province.
      The Company also leases office facilities and four distribution stores in Zunyi
      City.





**Item
      3. LEGAL PROCEEDINGS**





At
      present, there are no outstanding lawsuits or claims known against our Company
      and its subsidiaries.





**Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





8





**PART
      II**





**Item
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





The
      Company's common stock is quoted on the OTC Bulletin Board under the symbol
      LGOV.





The
      following table sets forth the range of high and low bid information for the
      Company's common stock for each quarterly period in 2003 and 2002. These
      quotations are believed to be representative inter-dealer prices, without retail
      mark-up, markdown or commission, and may not represent actual
      transactions.








BidHigh
            
            Low4th
                Quarter 2004
            $
                0.08
            
            $
                0.013rd
                Quarter 2004
            $
                0.02
            
            $
                0.012nd
                Quarter 2004
            $
                0.03
            
            $
                0.011st
                Quarter 2004
            $
                0.05
            
            $
                0.014th
                Quarter 2003
            $
                0.03
            
            $
                0.013rd
                Quarter 2003
            $
                0.04
            
            $
                0.022nd
                Quarter 2003
            $
                0.05
            
            $
                0.011st
                Quarter 2003
            $
                0.03
            
            $
                0.01








As
      of
      April 14, 2005, the Company had approximately 670 shareholders of
      record.





We
      have
      never paid a cash dividend and do not anticipate doing so in the foreseeable
      future.





Recent
      sales of unregistered securities:





The
      company issued unregistered shares of its common stock from January 1, 2003
      to
      December 31, 2004 as follows:





Fiscal
      2003, a total of 17,634,669 shares of common stock valued at $314,767 and in
      fiscal 2004, a total of 5,348,576 shares of common stock valued at $97,478
      as
      follows:





Issued
      to
      officers as compensation:





Number
                of
            
            DollarCommon
                Shares
            Name
                of Persons
            Amount
                ofQuarter
            Issued
            To
                Whom Issued
            Consideration2003:1st
                Quarter
            902,771*
            Deng
                Shan
            25,000*2nd
                Quarter
            None
                Issued3rd
                Quarter
            916,666
            Albert
                Figueroa
            17,5004th
                Quarter
            None
                Issued2004:1st
                Quarter
            664,187
            Albert
                Figueroa
            12,5002nd
                Quarter
            None
                Issued3rd
                Quarter
            None
                Issued4th
                Quarter
            None
                Issued


*Accrual
      from 4th quarter of 2002


9





Issued
      to
      consultants for services:





Number
                of Common
            Name
                of Persons
            Dollar
                AmountQuarter
            SharesIssued
            To
                Whom Issued
            ofConsideration**2003:**1st
                Quarter
            662,823
            Harold
                Mclenden
            22,500662,823
            Li
                Chuming
            22,500812,500
            Danny
                Nguyen
            22,5001,400,000
            Steve
                Chaussy
            21,0002nd
                Quarter
            None
                Issued3rd
                Quarter
            1,650,000
            Harold
                Mclenden
            31,5001,045,000
            Li
                Chuming
            19,5002,566,666
            Danny
                Nguyen
            49,000584,746
            Steve
                Chaussy
            10,500916,666
            Daniel
                Mendez
            17,5004th
                Quarter
            None
                Issued**2004:**1st
                Quarter
            945,536
            Harold
                Mclenden
            18,000598,839
            Li
                Chuming
            11,4001,470,833
            Danny
                Nguyen
            28,000664,187
            Daniel
                Mendez
            12,5002nd
                Quarter
            None
                Issued3rd
                Quarter
            None
                Issued4th
                Quarter
            None
                Issued





Issued
      to
      service providers for past services:





Number
                of Common
            Name
                of Persons
            Dollar
                AmountQuarter
            SharesIssued
            To
                Whom Issued
            ofConsideration**2003:**1st
                Quarter
            None
                Issued2nd
                Quarter
            4,500,000
            Danilo
                Cacciamatta
            45,0001,000,000
            Marcia
                Hein
            10,000171,875(S8
                Option)
            James
                DeOlden
            2,750280,875(S8
                Option)
            Edward
                Deese
            4,4943rd
                Quarter
            None
                issued4th
                Quarter
            None
                issued**2004:**1st
                Quarter
            None
                Issued2nd
                Quarter
            None
                Issued3rd
                Quarter
            None
                issued4th
                Quarter
            None
                issued





10





Issued
      as
      loans to officers:





Number
                of
            
            DollarCommon
                Shares
            Name
                of Persons
            Amount
                ofQuarter
            Issued
            To
                Whom Issued
            Consideration**2003:**
            None
                issued**2004**:
            None
                issued





Issued
      to
      officers and shareholders for reimbursement of cash advances:





Number
                of
            
            DollarCommon
                Shares
            Name
                of Persons
            Amount
                ofQuarter
            Issued
            To
                Whom Issued
            Consideration**2003**:1st
                Quarter
            None
                issued2nd
                Quarter
            None
                issued3rd
                Quarter
            14,002
            Steve
                Chaussy
            3164th
                Quarter
            None
                issued**2004:**1st
                Quarter
            1,004,994
            Danny
                Nguyen
            15,0782nd
                Quarter
            None
                issued3rd
                Quarter
            None
                Issued4th
                Quarter
            None
                issued





All
      stock
      issuances were conducted pursuant to section 4(2) under the 1933 Act without
      the
      involvement of underwriters. Stock issuances other than for cash were valued
      at
      market, generally determined by the low bid quotation.








**Item
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





**Cautionary
      Statement Regarding Forward-Looking Information**





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





**Overview**





Largo
      Vista is in the business of supplying liquid petroleum gas (LPG) through
      pipelines and in bottles to consumers in the People’s Republic of China. Largo
      Vista constructs and operates LPG pipelines in the City on Zunyi, China. All
      of
      Largo Vista’a current pipeline projects are under exclusive 40-year supply
      contracts. In addition, Largo Vista continues to pursue the supply of petroleum
      products in Viet Nam through a representative office located there.








11





**Arrangement
      to Sell Stock to Shanghai Offshore Oil Group**





On
      March
      18, 2005, Largo Vista signed an Agreement and Assignment of Certain Contractual
      Rights and Benefits (the “Agreement”), with Shanghai Offshore Oil Group (HK)
      Co., Ltd. (“Shanghai Oil”).  Under the Agreement, Shanghai Oil assigned to
      Largo Vista all of its rights to receive payments under a prior contract with
      Asiacorp Investment Holding Ltd. (“Asiacorp”), under which Shanghai Oil would
      purchase from Asiacorp fuel oil produced in Russia and deliver it to entities
      in
      The People’s Republic of China at a rate of thirty thousand (30,000) metric tons
      per month for three (3) months and continue for the following thirty-three
      (33)
      months at a rate of two hundred thousand (200,000) metric tons per month, for
      a
      total of six million, six hundred ninety thousand metric tons. (the “Asiacorp
      Contract”).  The Agreement states that deliveries under the Asiacorp
      Contract were to begin no later than May 18, 2005.




The
      Agreement provides that Largo Vista will receive all of the profit realized
      by
      Shanghai Oil from the sale of fuel oil it acquires under the Asiacorp Contract,
      after the deduction of costs associated with the purchase, transportation and
      sale of the fuel oil, with a minimum payment of two dollars ($2.00) per metric
      ton. In exchange for the receipt of payment from Shanghai Oil, Largo Vista
      agreed to issue to Shanghai Oil one hundred million (100,000,000) shares of
      Largo Vista’s common stock, deliverable in three equal increments over the term
      of the Agreement, which amounts may be reduced based upon the amount, if any,
      of
      Shanghai Oil’s actual payments from its sale of the fuel oil.  However,
      Largo Vista has not received any payments from Shanghai Oil under the Agreement,
      and cannot give absolute assurances that any fuel oil will be delivered under
      the Asiacorp Contract.





Payments
      received by Largo Vista based upon Shanghai Oil’s sale of the fuel oil, if
      any, will be accounted for as a capital transaction as Largo Vista’s
      transaction with Shanghai Oil represents, in substance, a stock subscription
      under which Largo Vista would receive approximately $0.13 per share if the
      total
      projected amount of fuel oil is sold and the minimum guaranteed profit margin
      is
      paid to Largo Vista.





During
      June of 2005, Shanghai Oil notified Largo Vista that it had not received any
      fuel oil under the Asiacorp Contract.  As Largo Vista had not received any
      payments from Shanghai Oil, it did not release any of its shares of common
      stock
      to Shanghai Oil.  On approximately July 1, 2005, Largo Vista sent Shanghai
      Oil a written “Demand to Cure Delayed-Performance” giving Shanghai Oil until
      July 18, 2005, later extended to August 31, 2005, to make


its
      first
      payment to Largo Vista under the Agreement.  Although Shanghai Oil has
      indicated to Largo Vista that it intends to deliver payment pursuant to the
      Agreement, either through performance under the Asiacorp Contract or through
      another contract in its place, investors should understand that delivery is
      far
      from certain. As of the date of filing of this Amendment, Largo Vista has not
      received any payments from Shanghai Oil nor has it released any of the shares
      deliverable to Shanghai Oil.





Largo
      Vista will continue to pursue amicable remedies with Shanghai Oil. Although
      any
      resolution with Shanghai Oil is highly uncertain, Largo Vista believes that
      continuing to pursue a business relationship with Shanghai Oil is in the best
      interest of the Largo Vista. Should Shanghai Oil deliver any payments to Largo
      Vista, pursuant to the terms of the Agreement, the management of Largo Vista
      will determine the number of shares of Largo Vista common stock, if any, to
      deliver to Shanghai Oil.





**Basis
      of Presentation**





The
      accompanying consolidated financial statements, included elsewhere in this
      Annual Report on Form 10-KSB, have been prepared in conformity with accounting
      principles generally accepted in the United States of America, which contemplate
      continuation as a going concern. Largo Vista has incurred a net loss of $276,551
      for the year ended December 31, 2004 and as of December 31, 2004, had a working
      capital deficiency of $928,301.





These
      conditions raise substantial doubt as to Largo Vista’s ability to continue as a
      going concern. These financial statements do not include any adjustments that
      might result from the outcome of this uncertainty. These financial statements
      do
      not include any adjustments relating to the recoverability and classification
      of
      recorded asset amounts, or amounts and classification of liabilities that might
      be necessary should Largo Vista be unable to continue as a going
      concern.





12





Critical
      Accounting Policies and
      Estimates




The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make estimates and
      judgments that affect our reported assets, liabilities, revenues, and expenses,
      and the disclosure of contingent assets and liabilities. We base our estimates
      and judgments on historical experience and on various other assumptions we
      believe to be reasonable under the circumstances. Future events, however, may
      differ markedly from our current expectations and assumptions. While there
      are a
      number of significant accounting policies affecting our consolidated financial
      statements; we believe the following critical accounting policies involve the
      most complex, difficult and subjective estimates and judgments:





**Stock-Based
      Compensation**





In
      December 2002, the FASB issued Statement of Financial Accounting Standards
      No. 148 (“SFAS No. 148”), "Accounting for Stock-Based
      Compensation-Transition and Disclosure-an amendment of SFAS 123." This
      statement amends SFAS No. 123, "Accounting for Stock-Based Compensation,"
      to provide alternative methods of transition for a voluntary change to the
      fair
      value based method of accounting for stock-based employee compensation. In
      addition, this statement amends the disclosure requirements of SFAS No. 123
      to require prominent disclosures in both annual and interim financial statements
      about the method of accounting for stock-based employee compensation and the
      effect of the method used on reported results. The Company has chosen to
      continue to account for stock-based compensation using the intrinsic value
      method prescribed in APB Opinion No. 25 and related interpretations.
      Accordingly, compensation expense for stock options is measured as the excess,
      if any, of the fair market value of the Company's stock at the date of the
      grant
      over the exercise price of the related option. The Company has adopted the
      annual disclosure provisions of SFAS No. 148 in its financial reports for
      the year ended December 31, 2004 and 2003 and will adopt the interim
      disclosure provisions for its financial reports for the subsequent periods.
      The
      Board of Directors of the Company has approved certain awards of stock-based
      employee compensation outstanding as of December 31, 2004; but the grants of
      these stock options were not made until January or 2005.





**Revenue
      Recognition**





For
      revenue from product sales, the Company recognizes revenue in accordance with
      Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
      superceded 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.





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. There are no significant credit transactions.








13





In
      February 2002, the Company entered into an agreement (“Agreement”) with Zunyi
      Municipal Government (“Government”) to design and install LPG pipeline systems
      in residential areas in the city of Zunyi, China on behalf of Government. In
      exchange for installing the pipeline, the Agreement provides for the Company
      to
      be the sole LPG supplier for those households. The Company substantially
      completed the installation of the LPG pipeline as of December 31, 2002. Pursuant
      to the Agreement, Government had paid to the Company 50% of the total contracted
      installation price, and the Company has to collect the remaining 50% of contract
      price directly from the customers. The Company’s management has determined that
      the collectibility and length of time to collect the amount due from customers
      can not be reasonably assured. Accordingly, revenues are recognized as collected
      in connection with the portion of the contracted price to be collected from
      customers. During the year ended December 31, 2004 and 2003, the Company
      received and recognized revenues of $11,171 and $44,233, respectively, in
      connection with the installation fees collected from customers.





In
      May
      2003, the Company entered into its Second Agreement (“Second Agreement”) with
      Government to design and install more LPG pipeline systems in residential areas
      in the city of Zunyi, China on behalf of Government. In exchange for installing
      the pipeline, the Second Agreement provides for the Company to be the sole
      LPG
      supplier for those households. Pursuant to the Second Agreement, Government
      is
      obligated to pay to the Company 50% of the total contracted installation price,
      and the Company has to collect the remaining 50% of contracted price directly
      from the customers. During the year ended December 31, 2003, the Company did
      not
      receive any payments from Government and thus delayed the installation of
      pipelines. The Company accounted for installation fees of $5,888 received from
      customers during the year ended December 31, 2003 as deferred revenue. During
      the year ended December 31, 2004, the Company received 50% of the total
      contracted price, or $87,258, from Government and additional $2,264 of payments
      from customers. The Company substantially completed the installation of the
      LPG
      pipeline as of December 31, 2004, and accounted for the total receipt of $95,410
      from Government and customers as of December 31, 2004 in connection with Second
      Agreement as revenues during the year ended December 31, 2004. The Company
      also
      charged to income during the year ended December 31, 2004 the design and
      installation costs of $105,903 incurred by the Company for the pipeline project.
      Additionally, the Company management has determined that the collectibility
      and
      length of time to collect the remaining contracted price due from customers
      can
      not be reasonably assured. Accordingly, revenues will be recognized as collected
      in connection with the portion of contracted price to be collected from
      customers.





The
      Zunyi
      Municipal Government (“Zunyi”) agreed in its contracts with the Company to
      reimburse the Company for the costs of constructing the LPG pipelines, fifty
      percent (50%) after the signing of each contract and the remaining fifty percent
      (50%) upon completion of each pipeline project. Zunyi did pay the Company the
      first fifty percent (50%); but failed to pay the Company the remaining fifty
      percent (50%) upon completion of the first two (2) pipeline projects. Zunyi
      took
      the position that the Company should collect the balance from the customers
      as
      they subscribe for LPG delivery. The Company has been collecting that amount
      as
      a connection or subscription fee and accounting for that revenue as it is
      received.





Because
      the Company has the exclusive right to deliver LPG to certain building projects;
      and as the building projects are occupied, the occupants must obtain their
      LPG
      for cooking and heating from the Company. The cost of electricity is prohibitive
      and regulations do not allow open fires or LPG canisters in buildings over
      one
      hundred meters tall. Meters are installed in each unit of each building project
      for billing purposes.





**Results
      of Operations**





The
      following selected financial information has been derived from the Company's
      consolidated financial statements. The information set forth below is not
      necessarily indicative of results of future operations and cash flows and should
      be read in conjunction with the consolidated financial statements and notes
      thereto appearing elsewhere in this Form 10-KSB.





The
      Company's 2004 revenues of $439,436 are attributable to liquid petroleum gas
      sales at its Zunyi facility located in South China. This is a 19.9% decrease
      from the revenues of $548,304 in 2003. This is primarily attributable to the
      decrease in revenues from the unprofitable depot operations closed in
      2004.





14





The
      following table shows the revenues reported by the Company for fiscal years
      2003
      and 2004 broken down by LPG Sales, Pipeline Projects and Pipeline Operations,
      in
      U. S. Dollars:





**Fiscal
                Year**
            **LPG
                Sales**
            **Pipeline
                Projects**
            **Pipeline
                Operations**
            **TOTAL**2003
            $
                500,337
            $
                44,233
            $
                3,733
            $
                548,3042004
            $
                331,707
            $
                96,769
            $
                10,960
            $
                439,436





The
      Company incurred costs of sales of $434,864, or 99.0% of sales in connection
      with the LPG revenues during 2004, compared to $483,059, or 88.1% in 2003.
      This
      decrease can be attributed to fluctuation in the cost of LPG supplies. This
      resulted in a decrease in gross profit to 1.0% in 2004 from 11.9% in
      2003.





Selling
      and administrative expenses decreased from $647,538 during 2003 to $262,860
      during 2004, a decrease of 59.46%. This substantial decrease was due primarily
      to further reduction in overhead positions and the closure of the unprofitable
      depot operations. Largo Vista continues to operate in that mode and plans to
      continue to do so until it becomes profitable.





Interest
      expense remained stable at $31,396 in 2004 compared to $31,224 in
      2003.





As
      the
      result of Largo’ Vista’s substantial cost cutting, its net loss from operations
      decreased to $276,551, or 62.9% in 2004 from $496,752, or 91%, in 2003.





**Currency
      Consideration**





The
      Company's LPG operations are conducted in the People's Republic of China whose
      currency, the Renminbi (RMB), is pegged to the US Dollar. The exchange rate
      as
      of December 31, 2004 and 2003 and the average rate during each of the periods
      presented in the accompanying consolidated financial statements was 8.28 RMBs
      to
      one US Dollar. No representation is made that any RMB amount could have been,
      or
      could be, converted into US dollars at these rates or any other rates of
      exchange.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2004, the Company had a working capital deficit of $928,301. We
      generated a positive cash flow of $7,216 from operating activities during 2004.
      This was a result of our net loss of $276,552, adjusted principally for $15,078
      of common stock issued to shareholders in exchange for expenses paid on behalf
      of the Company, $46,426 of decrease in accounts receivable, and $160,796 of
      increase in accounts payable and accrued liabilities. We also helped to meet
      our
      cash requirements during the year through advances, loans and contributions
      of
      $79,475 from the Company's Chairman and principal shareholder and
      officers.





The
      Company has experienced significant operating losses from inception and has
      financed its activities to date through cash advances from affiliates and sales
      of its common stock. Availability, source, amount and terms of any additional
      financing are uncertain at this time, and by no means assured.





The
      Company believes it will require at least an additional $1,000,000 of new
      capital in order to fund its plan of operations over the next 12 months. The
      Company expects to fund its working capital requirements over the next 12 months
      from additional advances from its affiliates and the sale of its common
      stock.





The
      Company's independent certified public accountants have stated in their report
      included in the Company's December 31, 2004 Form 10-KSB, that the Company has
      incurred operating losses and that the Company is dependent upon management's
      ability to develop profitable operations. These factors among others may raise
      substantial doubt about the Company's ability to continue as a going
      concern.





15





**Recent
      accounting pronouncements**





In
      November 2004, the Financial Accounting Standards Board (FASB) issued
      SFAS 151, Inventory Costs— an amendment of ARB No. 43, Chapter 4. This
      Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
      Pricing,” to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs, and wasted material (spoilage).
      Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
      some circumstances, items such as idle facility expense, excessive spoilage,
      double freight, and rehandling costs may be so abnormal as to require treatment
      as current period charges. . . .” This Statement requires that those items be
      recognized as current-period charges regardless of whether they meet the
      criterion of “so abnormal.” In addition, this Statement requires that allocation
      of fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. This Statement is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005.
      Management does not believe the adoption of this Statement will have any
      immediate material impact on the Company.





In
      December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate
      Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
      152) The amendments made by Statement 152 This Statement amends FASB Statement
      No. 66, Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
      Estate Time-Sharing Transactions. This Statement also amends FASB Statement
      No.
      67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
      to state that the guidance for (a) incidental operations and (b) costs incurred
      to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. This Statement is effective for financial statements
      for
      fiscal years beginning after June 15, 2005. with earlier application encouraged.
      The Company does not anticipate that the implementation of this standard will
      have a material impact on its financial position, results of operations or
      cash
      flows.





On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”)
      published Statement of Financial Accounting Standards No. 123 (Revised
      2004), Share-Based Payment (“SFAS 123R”). SFAS 123R requires that compensation
      cost related to share-based payment transactions be recognized in the financial
      statements. Share-based payment transactions within the scope of SFAS 123R
      include stock options, restricted stock plans, performance-based awards, stock
      appreciation rights, and employee share purchase plans. The provisions of SFAS
      123R are effective as of the first interim period that begins after
      June 15, 2005. Accordingly, the Company will implement the revised standard
      in the third quarter of fiscal year 2005. Currently, the Company accounts for
      its share-based payment transactions under the provisions of APB 25, which
      does
      not necessarily require the recognition of compensation cost in the financial
      statements. Management is assessing the implications of this revised standard,
      which may materially impact the Company’s results of operations in the third
      quarter of fiscal year 2005 and thereafter.





On
      December 16, 2004, FASB issued Statement of Financial Accounting Standards
      No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
      No. 29, Accounting for Nonmonetary Transactions (“ SFAS 153”). This
      statement amends APB Opinion 29 to eliminate the exception for nonmonetary
      exchanges of similar productive assets and replaces it with a general exception
      for exchanges of nonmonetary assets that do not have commercial substance.
      Under
      SFAS 153, if a nonmonetary exchange of similar productive assets meets a
      commercial-substance criterion and fair value is determinable, the transaction
      must be accounted for at fair value resulting in recognition of any gain or
      loss. SFAS 153 is effective for nonmonetary transactions in fiscal periods
      that
      begin after June 15, 2005. The Company does not anticipate that the
      implementation of this standard will have a material impact on its financial
      position, results of operations or cash flows.





**Off-Balance
      Sheet Arrangements**





Largo
      Vista currently has no off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on its financial condition,
      revenue or expenses, results of operations, liquidity, capital expenditures
      or
      capital resources that is material to investors.








16








**ITEM
      7. FINANCIAL STATEMENTS**

















**SECURITIES
      AND EXCHANGE COMMISSION**





**WASHINGTON,
      D.C. 20549**











**FINANCIAL
      STATEMENTS AND SCHEDULES**





**DECEMBER
      31, 2004 AND 2003**











**FORMING
      A PART OF ANNUAL REPORT**


**PURSUANT
      TO THE SECURITIES EXCHANGE ACT OF 1934**








**LARGO
      VISTA GROUP, LTD.**





























17





**LARGO
      VISTA GROUP, LTD.**





**Index
      to Financial Statements**














PageReport
                of Independent Registered Certified Public Accounting Firm
            **19**Consolidated
                Balance Sheets at December 31, 2004 and 2003
            **20**Consolidated
                Statements of Operations for the years
              ended
                December 31, 2004 and 2003
            **21**Consolidated
                Statements of Deficiency in Stockholders’ Equity for
              the
                years ended December 31, 2004 and 2003
            **22**Consolidated
                Statements of Cash Flows for the years
              ended
                December 31, 2004 and 2003
            **23**Notes
                to Consolidated Financial Statements
            **24**






































































18


**RUSSELL
      BEDFORD STEFANOU MIRCHANDANI LLP**




**Certified
      Public Accountants**




**REPORT
      OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING
      FIRM**








To
      the
      Board of Directors


Largo
      Vista Group, Ltd.


Newport
      Beach, California











We
      have
      audited the accompanying consolidated balance sheets of Largo Vista Group,
      Ltd.
      and its wholly-owned subsidiaries (the “Company”) as of December 31, 2004 and
      2003 and the related consolidated statements of operations, deficiency in
      stockholders’ equity, and cash flows for the years then ended. These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      upon
      our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatements. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe our audits
      provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of December
      31, 2004 and 2003, and the results of its operations and its cash flows for
      the
      years then ended in conformity with accounting principles generally accepted
      in
      the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note K, the
      Company is experiencing difficulty in generating sufficient cash flow to meet
      it
      obligations and sustain its operations, which raises substantial doubt about
      its
      ability to continue as a going concern. Management’s plans in regard to this
      matter are described in Note K. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.




/S/
      RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP


Russell
      Bedford Stefanou Mirchandani LLP


Certified
      Public Accountants ****


McLean,
      Virginia


April
      6,
      2005








19





**LARGO
      VISTA GROUP, LTD.**


**CONSOLIDATED
      BALANCE SHEETS**


**DECEMBER
      31, 2004 AND 2003**





2004
            2003**ASSETS**Current
                assets:Cash
                and cash equivalent
            $
                94,565
            $
                7,874Accounts
                receivable, net
            6,865
            53,291Employee
                advances
            13,532
            49,091Inventories,
                at cost (Note B)
            8,834
            11,990Prepaid
                expenses and other
            12,541
            33,304Total
                current assets
            136,337
            155,550Property
                and equipment, at cost (Note C)
            16,221
            16,221Less:
                accumulated depreciation
            (9,273)
            (6,226)Property
                and equipment, net
            6,948
            9,995Other
                assets:Deposits
            755
            755Total
                assets
            $
                144,040
            $
                166,300**LIABILITIES
                AND DEFICIENCY IN STOCKHOLDERS' EQUITY**Current
                Liabilities:Accounts
                payable and accrued liabilities (Note D)
            $
                467,632
            $
                392,694Deferred
                revenue (Note A)
            -
            5,888Customer
                deposit
            4,831
            -Notes
                payable to related parties (Note E)
            434,782
            449,782Due
                to related parties (Note F)
            157,393
            120,794Total
                current liabilities
            1,064,638
            969,158Commitment
                and contingencies (Note J)
            -
            -Preferred
                stock, $0.001 par value; 25,000,000 shares authorized, none issued
                and
                outstanding at December 31, 2004 and 2003 (Note G)
            -
            -Common
                stock, $0.001 par value; 400,000,000 shares authorized, 269,963,856
                and
                264,615,280 shares issued and outstanding at December 31, 2004 and
                2003,
                respectively (Note G)
            269,964
            264,615Additional
                paid-in capital
            15,184,356
            15,049,352Common
                stock subscription payable (Note G)
            18,458
            -Accumulated
                deficit
            (16,397,076)
            (16,120,525)Accumulated
                other comprehensive income:Foreign
                currency translation adjustment
            3,700
            3,700Deficiency
                in stockholders' equity
            (920,598)
            (802,858)Total
                liabilities and deficiency in stockholders’ equity
            $
                144,040
            $
                166,300





See
      accompanying notes to consolidated financial statements


20





**LARGO
      VISTA GROUP, LTD.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 2003**








2004
            2003Revenue,
                net
            $
                439,436
            $
                548,304Cost
                of sales
            434,864
            483,059Gross
                profit
            4,572
            65,245Operating
                expenses:Selling
                general and administrative
            262,860
            647,538Depreciation
                (Note C)
            3,047
            3,094Total
                operating expenses
            265,907
            650,632Loss
                from operations
            (261,335)
            (585,387)Other
                income (expenses):Other
                income, net (Note J)
            16,180
            11,859Debt
                forgiveness (Note D)
            -
            108,000Interest
                (expenses), net
            (31,396)
            (31,224)Total
                other income (expense)
            (15,216)
            88,635Loss
                from operations before income taxes
            (276,551)
            (496,752)Provision
                for income taxes
            -
            -Net
                loss
            $
                (276,551)
            $
                (496,752)Loss
                per common share (basic and assuming diluted) (Note I)
            $
                (0.00)
            $
                (0.00)Weighted
                average shares outstanding
            269,072,427
            257,506,361











See
      accompanying notes to consolidated financial statements








21





**LARGO
      VISTA GROUP, LTD.**


**CONSOLIDATED
      STATEMENTS OF DEFICIENCY IN STOCKHOLDERS’ EQUITY**


**FOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 2003**





CommonShares
            StockAmount
            Additional
                Paid-InCapital
            Stock
                SubscriptionPayable
            Foreign
                Currency TranslationAdjustment
            AccumulatedDeficit
            Total**Balance
                at December 31, 2002**
            **246,527,860**
            **$
                246,527**
            **$14,633,709**
            **$
                -**
            **$
                3,700**
            **$
                (15,623,773)**
            **$
                (739,837)**Shares
                issued to consultants in exchange for services
            18,051,730
            18,052
            303,296
            -
            -
            -
            321,348Shares
                issued in exchange for debt
            17,636
            18
            305
            -
            -
            -
            323Shares
                issued in exchange for expenses paid by shareholders
            18,054
            18
            322
            -
            -
            -
            340Capital
                contributed by related parties
            -
            -
            111,720
            -
            -
            -
            111,720Net
                loss
            -
            -
            -
            -
            -
            (496,752)
            (496,752)**Balance
                at December 31, 2003**
            **264,615,280**
            **$
                264,615**
            **$15,049,352**
            **$
                -**
            **$
                3,700**
            **$
                (16,120,525)**
            **$
                (802,858)**Shares
                issued to consultants in exchange for accrued services
                fess
            4,343,582
            4,344
            78,056
            -
            -
            -
            82,400Shares
                issued in exchange for expenses paid by shareholders
            1,004,994
            1,005
            14,073
            -
            -
            -
            15,078Common
                stock subscribed in exchange for notes payable and accrued
                interest
            -
            -
            -
            18,458
            -
            -
            18,458Capital
                contributed by related parties
            -
            -
            42,875
            -
            -
            -
            42,875Net
                loss
            -
            -
            -
            -
            -
            (276,551)
            (276,551)**Balance
                at December 31, 2004**
            **269,963,856**
            **$
                269,964**
            **$15,184,356**
            **$
                18,458**
            **$
                3,700**
            **$
                (16,397,076)**
            **$
                (920,598)**





See
      accompanying notes to consolidated financial statements





22





**LARGO
      VISTA GROUP, LTD.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 2003**





2004
            2003CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                (loss) from continuing operations
            $
                (276,552)
            $
                (496,752)Adjustments
                to reconcile net (loss) to net cash provided by (used in) operating
                activitiesDepreciation
                (Note C)
            3,047
            3,094Common
                stock issued for services (Note G)
            -
            321,348Common
                stock issued in exchange for debt and expenses paid by shareholders
                (Note
                G)
            15,078
            663Changes
                in assets and liabilities:Accounts
                receivable
            46,426
            101,147Inventories
            3,156
            (9,360)Employee
                advances
            35,559
            (49,091)Prepaid
                expenses and other
            20,763
            14,751Accounts
                payable and other liabilities
            160,796
            (28,586)Deferred
                revenue (Note A)
            (5,888)
            5,888Customer
                deposit
            4,831
            -NET
                CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            7,216
            (136,898)CASH
                FLOWS FROM INVESTING ACTIVITIES:Capital
                expenditures
            -
            (249)NET
                CASH (USED IN) INVESTING ACTIVITIES
            -
            (249)CASH
                FLOWS FROM FINANCING ACTIVITIES:Capital
                contributions from related parties (Note G)
            42,875
            111,720Repayments
                of notes payable
            -
            (24,156)Proceeds
                from related parties, net of repayments
            36,600
            46,283NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            79,475
            133,847NET
                INCREASE (DECREASE) IN CASH AND EQUIVALENTS
            86,691
            (3,300)Cash
                and cash equivalents at the beginning of the year
            7,874
            11,174Cash
                and cash equivalents at the end of the year
            $
                94,565
            $
                7,874Supplemental
                Disclosures of Cash Flow InformationCash
                paid for interest
            $
                -
            $
                -Cash
                paid for income taxes
            -
            -Common
                stock issued in exchange for services (Note G)
            -
            321,348Common
                stock issued in exchange for debt and expenses paid by shareholders
                (Note
                G)
            15,078
            663Common
                stock issued in exchange for accrued service fees (Note G)
            82,400
            -Common
                stock subscribed in exchange for notes payable to related parties
                (Note
                G)
            15,000
            -Common
                stock subscribed in exchange for accrued interest to related parties
                (Note
                G)
            3,458
            -








See
      accompanying notes to consolidated financial statements








23





**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





A
      summary
      of the significant accounting policies applied in the preparation of the
      accompanying consolidated financial statements follows.





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 operations through DBA (Doing Business As) agreements with
      Zunyi Jiahong Gas Co., Ltd. ("Jiahong"). 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.





Foreign
      Currency Translation





The
      financial statements and results of operations of the Company's Chinese
      subsidiary are measured using local currency as the functional currency. The
      reporting currency of the Company is the US dollar; accordingly, all amounts
      included in the consolidated financial statements have been translated into
      US
      dollars. The accumulated currency translation adjustment is reflected as a
      separate component of stockholders’ equity on the consolidated balance sheet.
      Foreign currency translation gains and losses are included in the consolidated
      results of operations for the period presented. The national currency of the
      People's Republic of China, the Renminbi (RMB), is pegged to the U.S. dollar.
      The average rate of exchange for fiscal 2004 and 2003 was 8.28 RMB to the
      dollar.





Cash
      and Cash Equivalents





For
      purposes of the Statements of Cash Flows, the Company considers all highly
      liquid debt instruments purchased with a maturity date of three months or less
      to be cash equivalents.





Property
      and Equipment





Property
      and equipment are stated at cost. When retired or otherwise disposed, the
      related carrying value and accumulated depreciation are removed from the
      respective accounts and the net difference less any amount realized from
      disposition, is reflected in earnings. For financial statement purposes,
      property and equipment are recorded at cost and depreciated using the
      straight-line method over their estimated useful lives (Note C).








24








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Long-Lived
      Assets





The
      Company has adopted Statement of Financial Accounting Standards No. 144 (“SFAS
      144”). The Statement requires that long-lived assets and certain identifiable
      intangibles held and used by the Company be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Events relating to recoverability may include
      significant unfavorable changes in business conditions, recurring losses, or
      a
      forecasted inability to achieve break-even operating results over an extended
      period. The Company evaluates the recoverability of long-lived assets based
      upon
      forecasted undiscounted cash flows. Should an impairment in value be indicated,
      the carrying value of intangible assets will be adjusted, based on estimates
      of
      future discounted cash flows resulting from the use and ultimate disposition
      of
      the asset. SFAS No. 144 also requires assets to be disposed of be reported
      at
      the lower of the carrying amount or the fair value less costs to sell.





Income
      Taxes





The
      Company has implemented the provisions on Statement of Financial Accounting
      Standards No. 109, "Accounting for Income Taxes" (“SFAS 109”). SFAS 109 requires
      that income tax accounts be computed using the liability method. Deferred taxes
      are determined based upon the estimated future tax effects of differences
      between the financial reporting and tax reporting bases of assets and
      liabilities given the provisions of currently enacted tax laws.





Net
      Earnings (Losses) Per Common Share





The
      Company computes earnings per share under Statement of Financial Accounting
      Standards No. 128, "Earnings Per Share" (“SFAS 128”). Net earnings (losses) per
      common share is computed by dividing net income (loss) by the weighted average
      number of shares of common stock and dilutive common stock equivalents
      outstanding during the year. Dilutive common stock equivalents consist of shares
      issuable upon conversion of convertible preferred shares and the exercise of
      the
      Company's stock options and warrants (calculated using the treasury stock
      method).





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect certain reported amounts and disclosures. Accordingly, actual results
      could differ from those estimates.





Fair
      Value of Financial Instruments





Statement
      of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
      Financial Instruments," requires disclosure of the fair value of certain
      financial instruments. The carrying value of cash and cash equivalents, accounts
      receivable, accounts payable and short-term borrowings, as reflected in the
      balance sheets, approximate fair value because of the short-term maturity of
      these instruments.














25








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Inventories





Inventories
      consist primarily of LPG. Cost is determined by the first-in, first-out method
      for retail operations and specific identification method for wholesale
      operations. (See Note B).





Revenue
      Recognition





For
      revenue from product sales, the Company recognizes revenue in accordance with
      Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
      superceded 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.





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. There are no significant credit transactions.





In
      February 2002, the Company entered into an agreement (“Agreement”) with Zunyi
      Municipal Government (“Government”) to design and install LPG pipeline systems
      in residential areas in the city of Zunyi, China on behalf of Government. In
      exchange for installing the pipeline, the Agreement provides for the Company
      to
      be the sole LPG supplier for those households. The Company substantially
      completed the installation of the LPG pipeline as of December 31, 2002. Pursuant
      to the Agreement, Government had paid to the Company 50% of the total contracted
      installation price, and the Company has to collect the remaining 50% of contract
      price directly from the customers. The Company’s management has determined that
      the collectibility and length of time to collect the amount due from customers
      can not be reasonably assured. Accordingly, revenues are recognized as collected
      in connection with the portion of the contracted price to be collected from
      customers. During the year ended December 31, 2004 and 2003, the Company
      received and recognized revenues of $11,171 and $44,233, respectively, in
      connection with the installation fees collected from customers.














26








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Revenue
      Recognition (Continued)





In
      May
      2003, the Company entered into its Second Agreement (“Second Agreement”) with
      Government to design and install more LPG pipeline systems in residential areas
      in the city of Zunyi, China on behalf of Government. In exchange for installing
      the pipeline, the Second Agreement provides for the Company to be the sole
      LPG
      supplier for those households. Pursuant to the Second Agreement, Government
      is
      obligated to pay to the Company 50% of the total contracted installation price,
      and the Company has to collect the remaining 50% of contracted price directly
      from the customers. During the year ended December 31, 2003, the Company did
      not
      receive any payments from Government and thus delayed the installation of
      pipelines. The Company accounted for installation fees of $5,888 received from
      customers during the year ended December 31, 2003 as deferred revenue. During
      the year ended December 31, 2004, the Company received 50% of the total
      contracted price, or $87,258, from Government and additional $2,264 of payments
      from customers. The Company substantially completed the installation of the
      LPG
      pipeline as of December 31, 2004, and accounted for the total receipt of $95,410
      from Government and customers as of December 31, 2004 in connection with Second
      Agreement as revenues during the year ended December 31, 2004. The Company
      also
      charged to income during the year ended December 31, 2004 the design and
      installation costs of $105,903 incurred by the Company for the pipeline project.
      Additionally, the Company management has determined that the collectibility
      and
      length of time to collect the remaining contracted price due from customers
      can
      not be reasonably assured. Accordingly, revenues will be recognized as collected
      in connection with the portion of contracted price to be collected from
      customers.





Advertising





The
      Company follows the policy of charging the costs of advertising to expenses
      as
      incurred. The Company incurred no advertising costs during the years ended
      December 31, 2004 and 2003.





Research
      and Development





The
      Company accounts for research and development costs in accordance with the
      Financial Accounting Standards Board’s Statement of Financial Accounting
      Standards No. 2 (“SFAS 2”), “Accounting for Research and Development Costs.”
Under SFAS 2, all research and development costs must be charged to expense
      as
      incurred. Accordingly, internal research and development costs are expensed
      as
      incurred. Third-party research and developments costs are expensed when the
      contracted work has been performed or as milestone results have been achieved.
      Company-sponsored research and development costs related to both present and
      future products are expensed in the period incurred. The Company incurred no
      expenditures on research and product development for 2004 and 2003.





Liquidity





As
      shown
      in the accompanying financial statements, the Company incurred a net loss from
      operations of $276,551 and $496,752 during the year ended December 31, 2004
      and
      2003, respectively. The Company's current liabilities exceeded its current
      assets by $928,301 as of December 31, 2004.














27








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Concentrations
      of Credit Risk





Financial
      instruments and related items, which potentially subject the Company to
      concentrations of credit risk, consist primarily of cash, cash equivalents
      and
      related party receivables. The Company places its cash and temporary cash
      investments with credit quality institutions. At times, such investments may
      be
      in excess of the FDIC insurance limit. The Company periodically reviews its
      trade receivables in determining its allowance for doubtful accounts. The
      allowance for doubtful accounts was $0 at December 31, 2004 and
      2003.





Comprehensive
      Income (Loss)





The
      Company adopted Statement of Financial Accounting Standards No. 130, “Reporting
      Comprehensive Income”. SFAS No. 130 establishes standards for the reporting and
      displaying of comprehensive income and its components. Comprehensive income
      is
      defined as the change in equity of a business during a period from transactions
      and other events and circumstances from non-owner sources. It includes all
      changes in equity during a period except those resulting from investments by
      owners and distributions to owners. SFAS No. 130 requires other comprehensive
      income (loss) to include foreign currency translation adjustments and unrealized
      gains and losses on available-for-sale securities.





Stock
      Based Compensation







In
      December 2002, the FASB issued Statement of Financial Accounting Standards
      No. 148 (“SFAS No. 148”), "Accounting for Stock-Based
      Compensation-Transition and Disclosure-an amendment of SFAS 123." This
      statement amends SFAS No. 123, "Accounting for Stock-Based Compensation,"
      to provide alternative methods of transition for a voluntary change to the
      fair
      value based method of accounting for stock-based employee compensation. In
      addition, this statement amends the disclosure requirements of SFAS No. 123
      to require prominent disclosures in both annual and interim financial statements
      about the method of accounting for stock-based employee compensation and the
      effect of the method used on reported results. The Company has chosen to
      continue to account for stock-based compensation using the intrinsic value
      method prescribed in APB Opinion No. 25 and related interpretations.
      Accordingly, compensation expense for stock options is measured as the excess,
      if any, of the fair market value of the Company's stock at the date of the
      grant
      over the exercise price of the related option. The Company has adopted the
      annual disclosure provisions of SFAS No. 148 in its financial reports for
      the year ended December 31, 2004 and 2003 and will adopt the interim
      disclosure provisions for its financial reports for the subsequent periods.
      The
      Company has no awards of stock-based employee compensation outstanding at
      December 31, 2004 and 2003.







Reclassifications





Certain
      reclassifications have been made in prior year’s financial statements to conform
      to classifications used in the current year.

















28








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Segment
      Information





Statement
      of Financial Accounting Standards No. 131, “Disclosures about Segments of an
      Enterprise and Related Information” (“SFAS 131”) establishes standards for
      reporting information regarding operating segments in annual financial
      statements and requires selected information for those segments to be presented
      in interim financial reports issued to stockholders. SFAS 131 also establishes
      standards for related disclosures about products and services and geographic
      areas. Operating segments are identified as components of an enterprise about
      which separate discrete financial information is available for evaluation by
      the
      chief operating decision maker, or decision-making group, in making decisions
      how to allocate resources and assess performance. The information disclosed
      herein materially represents all of the financial information related to the
      Company’s principal operating segment.





New
      Accounting Pronouncements







In
      November 2004, the Financial Accounting Standards Board (FASB) issued
      SFAS 151, *Inventory
      Costs— an amendment of ARB No. 43, Chapter 4* .
      This
      Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
      Pricing,” to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs, and wasted material (spoilage).
      Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
      some circumstances, items such as idle facility expense, excessive spoilage,
      double freight, and rehandling costs may be so abnormal as to require treatment
      as current period charges. . . .” This Statement requires that those items be
      recognized as current-period charges regardless of whether they meet the
      criterion of “so abnormal.” In addition, this Statement requires that allocation
      of fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. This Statement is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005.
      Management does not believe the adoption of this Statement will have any
      immediate material impact on the Company.













In
      December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate
      Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
      152) The amendments made by Statement 152 This Statement amends FASB Statement
      No. 66, Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
      Estate Time-Sharing Transactions. This Statement also amends FASB Statement
      No.
      67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
      to state that the guidance for (a) incidental operations and (b) costs incurred
      to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. This Statement is effective for financial statements
      for
      fiscal years beginning after June 15, 2005. with earlier application encouraged.
      The Company does not anticipate that the implementation of this standard will
      have a material impact on its financial position, results of operations or
      cash
      flows.

















29








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





New
      Accounting Pronouncements (Continued)







On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”)
      published Statement of Financial Accounting Standards No. 123 (Revised
      2004), *Share-Based
      Payment* (“SFAS
      123R”). SFAS 123R requires that compensation cost related to share-based payment
      transactions be recognized in the financial statements. Share-based payment
      transactions within the scope of SFAS 123R include stock options, restricted
      stock plans, performance-based awards, stock appreciation rights, and employee
      share purchase plans. The provisions of SFAS 123R are effective as of the first
      interim period that begins after June 15, 2005. Accordingly, the Company
      will implement the revised standard in the third quarter of fiscal year 2005.
      Currently, the Company accounts for its share-based payment transactions under
      the provisions of APB 25, which does not necessarily require the recognition
      of
      compensation cost in the financial statements. Management is assessing the
      implications of this revised standard, which may materially impact the Company’s
      results of operations in the third quarter of fiscal year 2005 and thereafter.






On
      December 16, 2004, FASB issued Statement of Financial Accounting Standards
      No. 153, *Exchanges
      of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for
      Nonmonetary Transactions* (“
SFAS
      153 ”).
      This
      statement amends APB Opinion 29 to eliminate the exception for nonmonetary
      exchanges of similar productive assets and replaces it with a general exception
      for exchanges of nonmonetary assets that do not have commercial substance.
      Under SFAS
      153 ,
      if a
      nonmonetary exchange of similar productive assets meets a commercial-substance
      criterion and fair value is determinable, the transaction must be accounted
      for
      at fair value resulting in recognition of any gain or loss .
      SFAS
      153 is
      effective for nonmonetary transactions in fiscal periods that begin after
      June 15, 2005. The Company does not anticipate that the implementation of
      this standard will have a material impact on its financial position, results
      of
      operations or cash flows.







**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
      December 31, 2004 and 2003 are as follows:





2004
            2003Liquid
                petroleum gas
            $
                2,860
            $
                10,418Packaging
                bottles
            4,428
            1,204Supplies
            1,546
            368$
                8,834
            $
                11,990





**NOTE
      C - PROPERTY, PLANT AND EQUIPMENT**





Property
      and equipment are stated at cost. For financial statement purposes, property
      and
      equipment are recorded at cost and depreciated using the straight-line method
      over their estimated useful lives of 5 years. The Company’s property and
      equipment at December 31, 2004 and 2003 consists of the following:











30








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      C - PROPERTY, PLANT AND EQUIPMENT (Continued)**





2004
            2003Office
                furniture and equipment
            $
                3,542
            $
                3,542Transportation
                equipment
            12,679
            12,679Total
            16,221
            16,221Accumulated
                depreciation
            (9,273)
            (6,226)$
                6,948
            $
                9,995





Depreciation
      expense included as a charge to income amounted to $3,047 and $3,094 for the
      year ended December 31, 2004 and 2003, respectively.





**NOTE
      D - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES**





Accounts
      payable and accrued liabilities at December 31, 2004 and 2003 are as
      follows:





2004
            2003Accrued
                expenses
            $
                344,165
            $
                297,166Accrued
                interest
            123,467
            95,528Total
            $
                467,632
            $
                392,694





During
      the year ended December 31, 2003, the Company’s Chairman and one of its
      consultants released the Company’s obligation for a total of $108,000 of unpaid
      service fees. The Company accounted for the $108,000 forgiveness of debt as
      other income during the year ended December 31, 2003.





**NOTE
      E - NOTES PAYABLE TO RELATED PARTIES**





Notes
      payable to related parties at December 31, 2004 and 2003 consists of the
      following:





2004
            2003Note
                payable on demand to Company shareholder; interest payable
              monthly
                at 7% per annum; unsecured (a)
            $
                -
            $
                15,000Note
                payable on demand to Company’s Chairman; interest payable
              monthly
                at 7% per annum; unsecured.
            434,782
            434,782Total
            434,782
            449,782Less:
                current portion
            (434,782)
            (449,782)$
                -
            $
                -





(a)
      In
      December 2004, the Company entered into an agreement with the Company’s
      shareholder to issue an aggregate of 1,230,546 shares of its common stock in
      exchange for the note payable of $15,000 and all accrued unpaid interest of
      $3,458. The Company accounted for the shares to be issued as stock subscription
      payable at December 31, 2004 (Note G). The Company has issued the common shares
      to the shareholder subsequent to the date of the financial statements.











31





**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      F - RELATED PARTY TRANSACTIONS**





In
      addition to notes payable to related parties described in Note E, two
      shareholders of the Company have advanced funds to the Company for working
      capital purposes. No formal repayment terms or arrangements exist. The net
      amount of advances due the shareholders at December 31, 2002 was $1,225. During
      the year ended December 31, 2003, the Company repaid to the shareholders $1,019
      in cash and also issued 10,323 shares of its common stock in exchange for $206
      of the advances (Note G).





During
      the year ended December 31, 2002, a consultant (former officer) of 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, 2002 was $117. During the year ended December 31,
      2003, the Company issued 7,312 shares of its common stock in exchange for
      settlement of the advance (Note G).





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 December 31, 2003 was $15,078. In March 2004, the Company issued
      an aggregate of 1,004,994 shares of common stock to the consultant and former
      employee in exchange for the $15,078 of expenses paid on behalf of the Company
      (Note G). The consultant continued advancing funds the Company as working
      capital during the year ended December 31, 2004. The net amount of advances
      due
      the consultant at December 31, 2004 was $14,708.





The
      Company’s Chief Financial Officer has advanced funds to the Company for working
      capital purpose. No formal repayment terms or arrangements exist. The net amount
      of advances due the Chief Financial Officer at December 31, 2004 was
      $11,326.





The
      Company’s Chairman has advanced funds to the Company for working capital
      purposes. No formal repayment terms or arrangements exist. The net amount of
      advances due the Company’s Chairman at December 31, 2004 and 2003 was $131,359
      and $105,716, respectively.





During
      the year ended December 31, 2004 and 2003, the Company Chairman and significant
      shareholders contributed cash of $42,875 and $111,720, respectively to the
      Company as working capital.





**NOTE
      G - 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 December 31, 2004 and 2003, 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
      December 31, 2004 and 2003, the Company has 269,963,856 and 264,615,280 shares
      of common stock issued and outstanding, respectively.





For
      the
      year ended December 31, 2003, the Company issued an aggregate of 18,051,730
      shares of common stock to consultants for services rendered in the amount of
      $321,348. All valuations of common stock issued for services were based upon
      the
      value of the services rendered, which did not differ materially from the fair
      value of the Company's common stock during the period the services were
      rendered.








32








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      G - CAPITAL STOCK (Continued)**





Additionally,
      the Company issued an aggregate of 17,635 shares of common stock to related
      parties in exchange for previously incurred debt of $323 (see Note F) and an
      aggregate of 18,054 shares of common stock in exchange for $340 of office
      expenses paid by shareholders. During the year ended December 31, 2003, the
      Company Chairman and significant shareholders contributed cash of $111,720
      to
      the Company as working capital.





For
      the
      year ended December 31, 2004, the Company issued an aggregate of 4,343,582
      shares of common stock to consultants in exchange for accrued service fees
      of
      $82,400. All valuations of common stock issued for services were based upon
      the
      value of the services rendered, which did not differ materially from the fair
      value of the Company's common stock during the period the services were
      rendered.





Additionally,
      the Company issued an aggregate of 1,004,994 shares of common stock to a
      consultant and former employee in exchange for $15,078 of expenses paid on
      behalf of the Company (Note F). During the year ended December 31, 2004, the
      Company Chairman and significant shareholders contributed cash of $42,875 to
      the
      Company as working capital. In December 2004, one of the Company’s significant
      shareholders agreed to subscribe 1,230,546 shares of common stock in exchange
      for $15,000 of notes payable and $3,458 of accrued interest due to the
      shareholder (Note E). The Company accounted for the common shares issued
      subsequent to the date of financial statements as stock subscription payable
      at
      December 31, 2004.





**NOTE
      H - INCOME TAXES**





The
      Company has adopted Financial Accounting Standards No. 109, which requires
      the
      recognition of deferred tax liabilities and assets for the expected future
      tax
      consequences of events that have been included in the financial statement or
      tax
      returns. Under this method, deferred tax liabilities and assets are determined
      based on the difference between financial statements and tax bases of assets
      and
      liabilities using enacted tax rates in effect for the year in which the
      differences are expected to reverse. Temporary differences between taxable
      income reported for financial reporting purposes and income tax purposes are
      insignificant.





At
      December 31, 2004, the Company has available for federal income tax purposes
      a
      net operating loss carryforward of approximately $16,390,000, expiring in the
      year 2024, that may be used to offset future taxable income. The Company has
      provided a valuation reserve against the full amount of the net operating loss
      benefit, since in the opinion of management based upon the earnings history
      of
      the Company, it is more likely than not that the benefits will not be realized.





Components
      of deferred tax assets as of December 31, 2004 are as follows:





Non
                Current:Net
                operating loss carryforward
            $
                5,636,000Valuation
                allowance
            (5,636,000)Net
                deferred tax asset
            $
                -














33








**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      I - EARNINGS (LOSSES) PER SHARE**





Basic
      and
      fully diluted losses per share are calculated by dividing net income (loss)
      available to common shareholders by the weighted average of common shares
      outstanding during the year. The Company has no potentially dilutive securities,
      options, warrants or other rights outstanding. The following table sets forth
      the computation of basic and diluted earnings (losses) per share:





2004
            2003Net
                income (loss) available to
              common
                stockholders
            $
                (276,551)
            $
                (496,752)Basic
                and diluted earning (loss) per share
            $
                (0.00)
            $
                (0.00)Basic
                and diluted weighted average
              number
                of common shares outstanding
            269,072,427
            257,506,361





**NOTE
      J - COMMITMENTS AND CONTINGENCIES**





Lease
      Commitments





The
      Company leases office space on a month-to-month basis at base rent of $755
      per
      month in Newport Beach, California for its corporate offices. The Company also
      leases office space on a month to month basis in Ho Chi Minh City, Vietnam
      at
      base rent of $500 per month for an administrative and sales representative.





The
      Company leases distribution and office facilities in Zunyi City, Province of
      Guizhou, China. Commitments for minimum rentals under non-cancelable leases
      at
      the end of 2004 are as follows.





Year
            Amount2005
            $
                2,9222006
            2,4142007
            2,414Total
            $
                7,750





Rental
      expense charged to operations was $17,182 and $47,995 for the year ended
      December 31, 2004 and 2003, respectively.





Sublease
      Agreement





The
      Company leases an office suite on a month-to-month basis at base rent of $590
      per month in Newport Beach, California and subleases the office to a third
      party
      for $2,000 per month starting May 2003. During the year ended December 31,
      2004
      and 2003, the Company recorded $16,180 and $11,859 of rentals received as other
      income, net of costs and expenses.























34





**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      J - COMMITMENTS AND CONTINGENCIES (Continued)**





Consulting
      Agreements





The
      Company has several agreements with outside contractors to provide
      organizational services, business development in China and Vietnam,
      international petroleum, and other products trading consultation services.
      The
      agreements are generally for a term of 12 months from inception and renewable
      from year to year unless either the Company or Consultant terminates such
      engagement with written notice





Litigation
      and Contingencies





The
      Company is subject to other legal proceedings and claims, which arise in the
      ordinary course of its business. Although occasional adverse decisions or
      settlements may occur, the Company believes that the final disposition of such
      matters will not have a material adverse effect on its financial position,
      results of operations, or liquidity.





**NOTE
      K - GOING CONCERN MATTERS**





The
      accompanying 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 financial statements during
      the
      years ended December 31, 2004 and 2003, the Company incurred losses from
      operations of $276,551 and $496,752, respectively. The Company's current
      liabilities exceeded its current assets by $928,301 as of December 31, 2004.
      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 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.























35














**LARGO
      VISTA GROUP, LTD.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**NOTE
      L - SUBSEQUENT EVENTS**





On
      March
      18, 2005, Largo Vista signed an Agreement and Assignment of Certain Contractual
      Rights and Benefits (the “Agreement”), with Shanghai Offshore Oil Group (HK)
      Co., Ltd. (“Shanghai Oil”).  Under the Agreement, Shanghai Oil assigned to
      Largo Vista all of its rights to receive payments under a prior contract with
      Asiacorp Investment Holding Ltd. (“Asiacorp”), under which Shanghai Oil would
      purchase from Asiacorp fuel oil produced in Russia and deliver it to entities
      in
      The People’s Republic of China at a rate of thirty thousand (30,000) metric tons
      per month for three (3) months and continue for the following thirty-three
      (33)
      months at a rate of two hundred thousand (200,000) metric tons per month, for
      a
      total of six million, six hundred ninety thousand (6,690,000) metric tons (the
      “Asiacorp Contract”).  The Agreement states that deliveries under the
      Asiacorp Contract were to begin no later than May 18, 2005.




The
      Agreement provides that Largo Vista will receive all of the profit realized
      by
      Shanghai Oil from the sale of fuel oil it acquires under the Asiacorp Contract,
      after the deduction of costs associated with the purchase, transportation and
      sale of the fuel oil, with a minimum payment of two dollars ($2.00) per metric
      ton. In exchange for the assignment of the Asiacorp contract and subject to
      the
      receipt of payment from Shanghai Oil, Largo Vista agreed to issue to Shanghai
      Oil one hundred million (100,000,000) shares of Largo Vista’s common stock,
      deliverable in three equal increments over the term of the Agreement, which
      amounts may be reduced based upon the amount, if any, of Shanghai Oil’s actual
      payments from its sale of the fuel oil.  Accordingly, the value of the
      Largo Vista shares that may be issued under the terms of the Agreement
      approximate $.13 per share of common stock





Payments
      received by The Company based upon Shanghai Oil’s sale of the fuel oil, if any,
      will be accounted for as a capital transaction as The Company’s transaction with
      Shanghai Oil represents, in substance, a stock subscription under which The
      Company would receive approximately $0.13 per share if the total projected
      amount of fuel oil is sold and the minimum guaranteed profit margin is paid
      to
      The Company.





36








**Item
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE - None.**





**Item
      8A. CONTROLS AND PROCEDURES**





|a) | Evaluation
              of Disclosure Controls and Procedures.
              As of December 31, 2004, our management carried out an evaluation,
              under
              the supervision of our Chief Executive Officer and Chief Financial
              Officer
              of the effectiveness of the design and operation of our system of
              disclosure controls and procedures pursuant to the Securities and Exchange
              Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act).  Based on
              that evaluation, our chief executive officer and chief financial officer
              concluded that our disclosure controls and procedures are effective
              to
              provide reasonable assurance that information we are required to disclose
              in reports that we file or submit under the Exchange Act is recorded,
              processed, summarized and reported within the time periods specified
              in
              Securities and Exchange Commission rules and forms, and that such
              information is accumulated and communicated to our management, including
              our chief executive officer and chief financial officer, as appropriate,
              to allow timely decisions regarding required
              disclosure.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|b) | Changes
              in internal controls.
              There were no changes in internal controls over financial reporting
              that
              occurred during the period covered by this report that have materially
              affected, or are reasonably likely to materially effect, our internal
              control over financial reporting.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**PART
      III**





**Item
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**





Name
            Age
            PositionAlbert
                N. Figueroa
            38
            Director;
                Principal Accounting OfficerDeng
                Shan
            53
            Interim
                Chief Executive officer and Chairman of the Board of
                Directors





Directors
      serve until the next annual meeting of shareholders, or until their successors
      are elected.





Albert
      N.
      Figueroa, 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, Chairman of the Board of Directors, is well versed in the business
      practices of China. Early in his career Mr. Deng was a lecturer in Wuhan
      Chemical Engineering School. Later he advanced to associate professor at
      Huazhong University of Science and Technology. In 1989, Mr. Deng became the
      Director, Science and Technology Commission, Nanshan District Government, China.
      In 1994, Mr. Deng was appointed Chief Executive Officer/Chairman of the Board
      of
      four commercial companies. Mr. Deng joined the Company in April
      1997.





The
      Company does not have an audit committee and consequently the entire Board
      of
      Directors serves in that capacity. The Board’s pre-approval policy regarding
      professional services provided by the Company’s principal accountant is to
      pre-approve the engagement of the principal accountant for the performance
      of
      all professional services. The policy does provide a waiver of pre-approval
      in
      the event that such services, in the aggregate, will be less than 5% of the
      audit fee, such services are not recognized as non-audit fees at the time of
      the
      engagement, and pre-approval is obtained from a designated member of the Board
      prior to the engagement. Until such time as an audit committee is appointed,
      the
      designated individual is the Principal Executive Officer, currently the
      President of the Company. 100% of the 2003 non-audit fees were pre-approved
      by
      the designated Board member and subsequently approved by the Board.





Section
      16(a) of the Securities Exchange Act of 1934, as amended, and the rules
      thereunder require the Company's officers and directors, and persons who own
      more than 10% of a registered class of the Company's equity securities, to
      file
      reports of ownership and changes in ownership with the Securities and Exchange
      Commission and to furnish the Company with copies. Based solely on its review
      of
      the copies of the Section 16(a) forms received by it, or written representations
      from certain reporting persons, the Company believes that, during the last
      fiscal year, all Section 16(a) filing requirements applicable to its officers,
      directors and greater than 10% beneficial owners were complied
      with.





The
      Company has adopted a Policy Statement on Business Ethics and Conflicts of
      Interest, which was approved by the Board of Directors, applicable to all
      employees, which is attached as an exhibit to this report.





37





**Item
      10. EXECUTIVE COMPENSATION**





The
      following table sets forth all compensation paid or accrued by the Company
      during the last three years to its executive officers.





Name
            
            
            
            Other
            
            Securities
            
            All
                otherAnd
            
            
            
            Annual
            Restricted
            Underlying
            LTIP
            Compen-Principal
            
            Salary
            Bonus
            Compen-
            Stock
            Options/
            Payouts
            sationPosition
            Year
            ($)
            ($)
            sation($)
            Awards($)
            SARs
                (#)
            ($)
            ($)Deng
                Shan,
            2004
            0
            0
            0
            0
            0
            0
            0Interim
                CEO
            2003
            0
            0
            0
            0
            0
            0
            02002
            0
            0
            0
            100,000
            0
            0
            0Albert
            2004
            54,000
            0
            0
            0
            0
            0
            0Figueroa,
            2003
            33,500
            0
            0
            0
            0
            0
            0Secretary
            2002
            30,512
            0
            0
            0
            29,488
            0
            0Daniel
            2004
            0
            0
            0
            0
            0
            0
            0Mendez,
            2003
            0
            0
            0
            0
            0
            0
            0Ex-President
            2002
            3,814
            0
            0
            0
            104,685
            0
            0Edward
            2004
            0
            0
            0
            0
            0
            0
            0Deese,
            2003
            6,000
            0
            0
            0
            0
            0
            0Ex-Interim
            2002
            30,000
            0
            0
            0
            0
            0
            0COO





Notes:


(1)
      The
      officers listed above were paid their salary 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 closing price
      on
      the first day of trading of the following month.





(2)
      Albert N. Figueroa, Secretary/Treasurer, serves under a semi- annual consulting
      contract renewed effective January 1, 2004 at annualized compensation of $54,000
      that may be terminated upon 30 days written notice of either party.





(3)
      Deng
      Shan, Interim CEO, serves under a semi- annual Agreement for Services renewed
      effective January 1, 2004 at annualized compensation of $84,000 that may be
      terminated upon 30 days written notice of either party.





(4)
      Daniel Mendez, President, served under an annual Agreement for Services for
      an
      annual compensation of $120,000. He resigned his position as president August
      1,2002. Effective August 2,2002, Mr. Mendez agreed to provide consulting
      services as the Company required. Mendez also served as a member of the Board
      of
      Directors until his resignation October 17, 2002





(5)
      Edward Deese, Interim Chief Operating Officer, served under a semi-annual
      Agreement for Services for an annualized compensation of $72,000. His agreement
      terminated as of January 31, 2003. Deese also served as a member of the Board
      of
      Directors from August 1, 2002 to January 17, 2003





(6)
      James
      DeOlden, Director served on the Board of Directors from September 12, 2002
      to
      October 17, 2002





(7)
      The
      members of the Company's Board of Directors receive no additional compensation
      for serving as directors.








38





**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.





**Item
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Notes
      payable to related parties at December 31, 2004 and 2003 consists of the
      following:





2004
            2003Note
                payable on demand to Company shareholder; interest payable
              monthly
                at 7% per annum; unsecured (a)
            $
                -
            $
                15,000Note
                payable on demand to Company’s Chairman; interest payable
              monthly
                at 7% per annum; unsecured.
            434,782
            434,782Total
            434,782
            449,782Less:
                current portion
            (434,782)
            (449,782)$
                -
            $
                -





(a)
      In
      December 2004, the Company entered into an agreement with the Company’s
      shareholder to issue an aggregate of 1,230,546 shares of its common stock in
      exchange for the note payable of $15,000 and all accrued unpaid interest of
      $3,458. The Company accounted for the shares to be issued as stock subscription
      payable at December 31, 2004 (Note G). The Company has issued the common shares
      to the shareholder subsequent to the date of the financial
      statements.





Two
      shareholders of the Company have advanced funds to the Company for working
      capital purposes. No formal repayment terms or arrangements exist. The net
      amount of advances due the shareholders at December 31, 2002 was $1,225. During
      the year ended December 31, 2003, the Company repaid to the shareholders $1,019
      in cash and also issued 10,323 shares of its common stock in exchange for $206
      of the advances.





During
      the year ended December 31, 2002, a consultant (former officer) of 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, 2002 was $117. During the year ended December 31,
      2003, the Company issued 7,312 shares of its common stock in exchange for
      settlement of the advance.





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 December 31, 2003 was $15,078. In March 2004, the Company issued
      an aggregate of 1,004,994 shares of common stock to the consultant and former
      employee in exchange for the $15,078 of expenses paid on behalf of the Company.
      The consultant continued advancing funds the Company as working capital during
      the year ended December 31, 2004. The net amount of advances due the consultant
      at December 31, 2004 was $14,708.





39





The
      Company’s Chief Financial Officer has advanced funds to the Company for working
      capital purpose. No formal repayment terms or arrangements exist. The net amount
      of advances due the Chief Financial Officer at December 31, 2004 was
      $11,326.





The
      Company’s Chairman has advanced funds to the Company for working capital
      purposes. No formal repayment terms or arrangements exist. The net amount of
      advances due the Company’s Chairman at December 31, 2004 and 2003 was $131,359
      and $105,716, respectively.





During
      the year ended December 31, 2004 and 2003, the Company Chairman and significant
      shareholders contributed cash of $42,875 and $111,720, respectively to the
      Company as working capital.





As
      of
      April 14, 2004, other than issuances of common shares to executive officers
      as
      compensation or in satisfaction of cash advances and transactions described
      above, there have been no transactions to which the Company was a party
      involving $100,000 or more and in which any director, executive officer, or
      holder of more than five percent of our common stock had a material
      interest.








**Item
      13. 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
                Contracts10.1*
            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 Enterprisees 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)





40








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,
                200210.27*
            Gas
                Supply Contract Between Proton Enterprise (Wuhan) LTD. and Zunyi
                Government Administration Construction Team, Dated October 15, 2002
                40
                Years Exclusive Right10.28*
            Zunyi
                Jiahong Gas Co., Ltd. & Largo Vista Group, Ltd. Lease Agreement
                No.JHLGOV0802 Dated August 27, 200210.29*
            Policy
                Statement on Business Ethics and Conflicts of Interest10.30*
            Agreement
                and Assignment of Certain Contractual Rights and Benefits between
                Largo
                Vista Group, Ltd. and Shanghai Offshore Oil Group (HK) Co.,
                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 Officer32.1**
            Certification
                of Deng Shan Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2**
            Certification
                of Albert Figueroa Pursuant to Section 906 of the Sarbanes-Oxley
                Act of
                2002


*
      Previously filed with the Securities and Exchange Commission **Filed
      herewith





ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
      following table sets forth fees billed to the Company by our auditors during
      the
      fiscal years ended December 31, 2004 and 2003:








DECEMBER
                31, 2004
            DECEMBER
                31, 20031.
                Audit Fees
            $
                56,400
            $
                36,2892.
                Audit Related Fees
            --
            --3.
                Tax Fees
            --
            --4.
                All Other Fees
            --
            --Total
                Fees
            $
                56,400
            $
                36,289








Audit
      fees consist of fees billed for professional services rendered for the audit
      of
      the Company's consolidated financial statements and review of the interim
      consolidated financial statements included in quarterly reports and services
      that are normally provided by Russell Bedford Stefanou Mirchandani LLP in
      connection with statutory and regulatory filings or engagements.








41





Audit-related
      fees consists of fees billed for assurance and related services that are
      reasonably related to the performance of the audit or review of the Company's
      consolidated financial statements, which are not reported under "Audit Fees."
      There were no Audit-Related services provided in fiscal 2004 or 2003.





Tax
      fees
      consists of fees billed for professional services for tax compliance, tax advice
      and tax planning.





All
      other
      fees consist of fees for products and services other than the services reported
      above. There were no management consulting services provided in fiscal 2004
      or
      2003.




**Audit
      Committee’s Pre-Approval Policies and Procedures**


**--------------------------------------------------------------------------**





The
      Company currently does not have a designated Audit Committee, and accordingly,
      the Company's Board of Directors' policy is to pre-approve all audit and
      permissible non-audit services provided by the independent auditors. These
      services may include audit services, audit-related services, tax services and
      other services. Pre-approval is generally provided for up to one year and any
      pre-approval is detailed as to the particular service or category of services
      and is generally subject to a specific budget. The independent auditors and
      management are required to periodically report to the Company's Board of
      Directors regarding the extent of services provided by the independent auditors
      in accordance with this pre-approval, and the fees for the services performed
      to
      date. The Board of Directors may also pre-approve particular services on a
      case-by-case basis.





**Item
      15. SUBSEQUENT EVENTS**





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.





While
      the
      Company is confident in its practices, there is a risk that an enforcement
      proceeding will be recommended by the staff of the Commission as a result of
      this formal investigation. An enforcement proceeding could include allegations
      by the SEC that the Company and/or its officers violated, among
      others, the anti-fraud and books and records provisions of
      federal securities laws, and the rules thereunder. It cannot be predicted
      with certainty what the nature of such enforcement proceeding would be, the
      type
      of sanctions that might be sought, or what the likelihood would be of reaching
      settlement. The Company has been and expects to continue to cooperate with
      the
      ongoing SEC investigation.








**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
            November
                21, 2005Albert
                N. Figueroa/s/Deng
                Shan
            Interim
                CEO
            November
                21, 2005Deng
                Shan










42