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      Largo Vista SEC Comment Response 9-9-05

    LARGO
      VISTA GROUP, LTD.

    4
      5 7 0 CAMPUS DRIVE

    NEWPORT
      BEACH, CALIFORNIA 9 2 6 6 0

    9
      4 9 - 2 5 2 - 2 1 8 0

    September
      9, 2005

    VIA
      FAX to 202-772-9368 and EDGAR

    Mr.
      Karl
      Hiller

    Branch
      Chief

    Division
      of Corporate Finance

    U.S.
      Securities & Exchange Commission

    Washington,
      D.C. 20549

    Re:
      Largo
      Vista Group, Ltd.

    File
      No.
      000-30426

      Form
      10-KSB for Year Ended December 31, 2004

    Filed
      April 18, 2005

    Form
      10-QSB for Quarter Ended March 31, 2005

    Filed
      May
      11, 2005

    Form
      10-QSB for Quarter Ended June 30, 2005

    Filed
      August 22, 2005

    File
      No.
      000-31426

    Dear
      Mr.
      Hiller:

    This
      is
      written in response to the comments and requests made by you and Ms. Lily Dang
      in our telephone conversation of August 1, 2005 and your telephonic conversation
      with Philip Englund of August 26, 2005. In addition to the items that Largo
      Vista Group, Ltd. (“Largo” or the “Company”) agreed in my letter to you dated
      July 21, 2005 would be addressed in future filings made by the Company, we
      propose to amend the subject filings to include the disclosures discussed
      below.

    Per
      your
      request, we have clarified (i) that it is Shanghai Offshore Oil Group (HK)
      Co.,
      Ltd. (“Shanghai Oil”) that is purchasing the fuel oil from Asiacorp Investment
      Holding Ltd. (“Asiacorp”); (ii) that the funds to be received by the Company
      from Shanghai Oil will be the profits received by Shanghai Oil from its
      purchases and sales of fuel oil under its contract with Asiacorp after the
      deduction of the costs to Shanghai Oil associated with those purchases and
      sales; and (iii) that the common stock to be delivered by the Company to
      Shanghai oil over three years is to be delivered in equal installments over
      that
      period of time, which may be reduced if the full amount of payments to be
      delivered to the Company by Shanghai Oil are not made.September
      9, 2005

    Mr.
      Karl
      Hiller

    Re:
      Largo
      Vista Group, Ltd.

    File
      No.
      000-30426

      Form
      10-KSB for Year Ended December 31, 2004

    Filed
      April 18, 2005

    Form
      10-QSB for Quarter Ended March 31, 2005

    Filed
      May
      11, 2005

    Form
      10-QSB for Quarter Ended June 30, 2005

    Filed
      August 22, 2005

    File
      No.
      000-31426

    Page
      two

    To
      avoid
      any confusion regarding the amount of money potentially to be received by the
      Company from Shanghai Oil over the life of the contract, we propose to delete
      all references to the money potentially to be received beyond the statement
      that
      the Shanghai Oil contract provides that the Company will receive a minimum
      payment of $2.00 per metric ton of fuel oil actually purchased and sold by
      Shanghai Oil under its Asiacorp contract.

    Based
      upon the Company’s discussion of these matters in my letter to you dated July
      21, 2005, our telephonic discussion of August 1, 2005 and your telephonic
      discussion with Philip Englund of August 26, 2005 and the discussion above,
      the
      Company proposes to amend its subject filings, replacing its disclosures
      regarding the Shanghai Oil contract with the following:

    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 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,

    September
      9, 2005

    Mr.
      Karl
      Hiller

    Re:
      Largo
      Vista Group, Ltd.

    File
      No.
      000-30426

      Form
      10-KSB for Year Ended December 31, 2004

    Filed
      April 18, 2005

    Form
      10-QSB for Quarter Ended March 31, 2005

    Filed
      May
      11, 2005

    Form
      10-QSB for Quarter Ended June 30, 2005

    Filed
      August 22, 2005

    File
      No.
      000-31426

    Page
      three

    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 the sale of
      the
      fuel oil, if any, will be accounted for as a capital transaction.

    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.

    In
      addition, Largo Vista proposes to add the following disclosure to the Subsequent
      Events section of the amendments to the Form 10-KSB for the Year Ended December
      31, 2004 and the Form 10-QSB for the Quarter ended March 31, 2005 (it already
      appears in the Form 10-QSB for the Quarter Ended June 30,
      2005):

    September
      9, 2005

    Mr.
      Karl
      Hiller

    Re:
      Largo
      Vista Group, Ltd.

    File
      No.
      000-30426

      Form
      10-KSB for Year Ended December 31, 2004

    Filed
      April 18, 2005

    Form
      10-QSB for Quarter Ended March 31, 2005

    Filed
      May
      11, 2005

    Form
      10-QSB for Quarter Ended June 30, 2005

    Filed
      August 22, 2005

    File
      No.
      000-31426

    Page
      four

    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.

    General

    The
      Company acknowledges that:

    i.
      the
      Company is responsible for the adequacy and accuracy of the disclosures
   in
      its
      filings;

    ii.
      staff
      comments or changes to disclosures in response to staff comments do not
  foreclose
      the Commission from taking any action with respect to the filings;
      and

    iii.
      the
      Company may not assert staff comments as a defense in any proceeding
   initiated
      by the Commission or any person under the Federal securities laws of
   the
      United States.

    September
      9, 2005

    Mr.
      Karl
      Hiller

    Re:
      Largo
      Vista Group, Ltd.

    File
      No.
      000-30426

      Form
      10-KSB for Year Ended December 31, 2004

    Filed
      April 18, 2005

    Form
      10-QSB for Quarter Ended March 31, 2005

    Filed
      May
      11, 2005

    Form
      10-QSB for Quarter Ended June 30, 2005

    Filed
      August 22, 2005

    File
      No.
      000-31426

    Page
      five

    Should
      you have any questions, please do not hesitate to contact me or the Company’s
      counsel Mr. Philip J. Englund, 3460 Corte Clarita, Carlsbad, CA 92009,
      760-753-7400, fax 760-753-7410. Please copy Mr. Englund on any further
      correspondence. Thank you.

    Very
      truly yours,

    /s/
      Deng Shan

    Deng
      Shan

    Acting
      Chief Executive Officer and

    Chairman
      of the Board of Directors