Largo Vista Group, Ltd. - Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (date of earliest event reported): March 20, 2007
LARGO
VISTA GROUP, LTD.
(Exact
name of Registrant as specified in its charter)
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Nevada
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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4570
Campus Drive
Newport
Beach, California 92660
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (949)
252-2180
N/A
(Former
name or former address if changed since last report)
Check
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-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01
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Regulation
FD Disclosure
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The
following information is furnished under Item 7.01, “Regulation FD Disclosure.”
This information shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933,
as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
On
March
20, 2007, Largo Vista Group, Ltd. (the “Company”), received a Wells Notice
letter from the staff of the U.S. Securities and Exchange Commission (the
“SEC”
or “Commission”) flowing from a formal investigation conducted by the SEC. The
Company disclosed on August 22, 2005 that the SEC commenced a non-public,
formal
investigation against the Company.
The
Wells
Notice to the Company indicates that the staff is considering recommending
that
the Commission bring a civil injunctive action against the Company for alleged
violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b)
and
13(a) of the Securities and Exchange Act of 1934 and Rules 10b-5, 12b-20,
13a-1,
13a-11, 13a-13, 13a-14 and 13b2-2 thereunder.
The
Wells
Notice also indicates that the Commission may seek injunction, civil penalty
and
disgorgement (including prejudgment interest) against the Company.
The
Company has been informed that Shan Deng, a Director, President and Chief
Executive Officer of the Company and Albert Figueroa, a Director and Secretary
of the Company, have also received Wells Notice letters from the SEC indicating
that the staff is considering recommending that the Commission bring a civil
injunctive action against both of them for alleged violations of Section
17(a)
of the Securities Act of 1933 and Sections 10(b) of the Securities and Exchange
Act of 1934 and Rules 10b-5 thereunder and aiding and abetting violations
of
Section 13(a) and Rules 12b-20, 13a-1, 13a-11, 13a-13, 13a-14 and 13b2-2
thereunder. Mr. Deng’s Wells Notice indicates that the Commission may seek a
permanent injunction, disgorgement (with prejudgment interest) a civil penalty
and an officer and director bar against Mr. Deng. Mr. Figueroa’s Wells Notice
indicates that the Commission may seek a permanent injunction, a civil penalty
and an officer and director bar against Mr. Figueroa.
Under
the
SEC procedures, a Wells Notice from the SEC affords recipients an opportunity
to
present information and defenses in response to the SEC’s Division of
Enforcement staff prior to the staff making its formal recommendation to
the
Commission on whether any action should be authorized. There can be no assurance
that the SEC will not bring a civil enforcement action against the Company
or
its officers.
The
Company continues to cooperate fully with the SEC investigation relating
to this
matter. The Company is unable to predict the extent of its ultimate liability
with respect to any and all future securities matters. The costs and other
effects of any future litigation, government investigations, legal and
administrative cases and proceedings, settlements, judgments and investigations,
claims and changes in this matter could have a material adverse effect on
the
Company’s financial condition and operating results.
SIGNATURES
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.
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Date:
April 06, 2007.
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LARGO
VISTA GROUP, LTD.
By:/s/ Shan
Deng
Shan
Deng,
Chief
Executive Officer
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