Largo Vista 8-K Shang Oil 4-18-05 Amend 1 11-21-05
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
Number 1 to Current Report Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): April 1, 2005
LARGO
VISTA GROUP, LTD.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30426
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76-0434-540
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4570
Campus Drive, Newport Beach, CA
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92660
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(Address
of Principal Executive Officers)
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(Zip
Code)
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Registrant's
telephone number, including area code: 949-252-2180
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b)
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c)
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A amends our previously filed Current Report on
Form
8-K to clarify disclosures relating to the Company’s contract with Shanghai
Offshore Oil Group (HK) Co., Ltd.
1
Agreement
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 (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(s) 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.
A
copy of
the Agreement, which includes as an exhibit the Asiacorp Contract, is attached
as Exhibit 10(ad).
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
November 21, 2005
Largo
Vista Group, Ltd.
By:
/s/Deng
Shan
Deng
Shan, CEO
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Exhibit
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Description
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1.01
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Agreement
and Assignment of Certain Contractual Rights and Benefits
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