Largo Vista Form 8-K Shanghai Oil
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): January 23, 2005
LARGO
VISTA GROUP, LTD.
(Exact
name of registrant as specified in its charter)
|
Nevada |
000-30426 |
76-0434-540 |
|
(State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
|
4570
Campus Drive, Newport Beach, CA |
92660
|
|
(Address
of Principal Executive Officers) |
(Zip
Code) |
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))
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Item 1.01
Entry Into a Material Definitive Agreement
On March
18, 2005, the 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”) pursuant to the Agreement in Principle.
Under the Agreement, Shanghai Oil assigns to Largo Vista all of its rights under
a prior contract with Asiacorp Investment Holding Ltd. to purchase fuel oil from
Russia and deliver it to The People’s Republic of China (the “Asiacorp
Contract”). The Agreement states that deliveries will begin no later than May
18, 2005 and continue for a period of thirty-six (36) months at a rate of up to
two hundred thousand (200,000) metric tons per month. The assigned Asiacorp
Contract provides that the estimated value of the maximum potential deliveries
over the life of the Agreement, at the market prices in effect at the time of
the signing of the Asiacorp Contract on July 22, 2004, to be approximately one
billion, two hundred thirty million, nine hundred sixty thousand dollars
($1,230,960,000.00). The Agreement provides that Largo Vista will be guaranteed
a minimum of two dollars ($2.00) profit per metric ton, and that Shanghai Oil
will continue to be responsible for the logistics and financing of the delivery
of the fuel oil. In exchange, Largo Vista will issue to Shanghai Oil one hundred
million (100,000,000) shares of Largo Vista’s common stock, to be issued in
three increments, one-third within ten days of the signing of the Agreement, the
second one-third one year later, and the final one-third one year
later.
A copy of
the Agreement, which includes as an exhibit the Asiacorp Contract, is attached
as Exhibit 10(ad).
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.
Dated:
April 18, 2005
Largo
Vista Group, Ltd.
By:
/s/Deng Shan
------------------------------------
Deng Shan
CEO
EXHIBIT
INDEX
| |
|
|
|
Exhibit
|
|
Description
|
|
1.01 |
|
Agreement
and Assignment of Certain Contractual Rights and
Benefits |
| |
|
|
2