U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               LARGO VISTA GROUP, LTD.
               (Exact name of registrant as specified in its charter)

        Nevada                                               760434540
 (State of Incorporation)                                     (I.R.S.
                                                         Employer ID No.)

4570 Campus Drive, Suite 24, Newport Beach California            92660
      (Address of Principal Executive Offices)                (Zip Code)

                      Employee Stock Incentive Plan
        Non-Employee Directors and Consultants Retainer Stock Plan
                         (Full title of the Plans)

James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                 (Name and address of agent for service)

                               (949) 809-2118
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of              Amount to be    Proposed    Proposed   Amount of
Securities            Registered      Maximum     Aggregate  Registration
to be                                 Offering    Offering   Fee
Registered                            Price Per   Price
                                      Share (1)

Common Stock          10,000,000      $0.085 (2)   $850,000   $225.25

Common Stock           5,000,000      $0.001 (3)   $ 10,000   $  1.33

(1)  The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(h) promulgated pursuant to the
Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the option
exercise price set forth in the Employee Stock Incentive Plan, set forth in
Exhibit 4.1 to this Form S-8.

(3)  This Offering Price per Share is established pursuant to the Non-
Employee Directors and Consultants Retainer Stock Plan, set forth in Exhibit
4.2 to this Form S-8.

                                  Part I
            Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

     See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form
S-8 and Rule 428 promulgated under the Securities Act of 1933. The
participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include
the address (giving title or department) and telephone number to which the
request is to be directed.

                                   Part II
              Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the fiscal
     year ended December 30, 2000, filed on April 17, 2001.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Form 10-KSB
     referred to in (a) above.

     (c)  A description of the Registrant's securities contained in the Form
     10SB12G filed by the Registrant on January 14, 2000, including all
     amendments filed for the purpose of updating such common stock
     description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

     James DeOlden, counsel for the company named in this registration
statement as giving an opinion on the validity of the securities, will be
receiving 59,000 shares of common stock per month from November 2001 through
October 2002 pursuant to the company's Non-Employee Directors and Consultants
Retainer Stock Plan under this Form S-8 in exchange for legal services
previously rendered, and to be rendered in the future, to the company.  These
legal services consist of advice and preparation work in connection with
reports of the company filed under the Securities Exchange Act of 1934, and
other general corporate and securities work for the company.

Item 6.  Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify our officers, directors, employees, and agents from any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of Largo Vista. A
determination may be made by the shareholders; by a majority of the directors
who were not parties to the action, suit, or proceeding confirmed by opinion
of independent legal counsel; or by opinion of independent legal counsel in
the event a quorum of directors who were not a party to such action, suit, or
proceeding does not exist.

     Provided the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of Largo Vista may be
indemnified against any cost, loss, or expense arising out of any liability
under the 1933 Act. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons
of Largo Vista. Largo Vista has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

     A.  NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendre or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.

     B. NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.

     1.  Any discretionary indemnification under NRS 78.7502 unless ordered
by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;

     (c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.

     3.  The indemnification and advancement of expenses authorized in NRS
78.7502 or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to or for the
advancement of expenses made pursuant to subsection 2, may not be made to or
on behalf of any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

     (b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     C.  NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     1.  A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him and liability and expenses incurred by
him in his capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the authority to
indemnify him against such liability and expenses.

     2.  The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

     (a) The creation of a trust fund.

     (b) The establishment of a program of self-insurance.

     (c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.

     (d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement
of expenses or indemnification ordered by a court.

     3.  Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any
other person approved by the board of directors, even if all or part of the
other person's stock or other securities is owned by the corporation.

     4.  In the absence of fraud:

     (a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the
insurance or other financial arrangement is conclusive; and

     (b) The insurance or other financial arrangement:

         (1) Is not void or voidable; and

         (2) Does not subject any director approving it to personal
liability for his action, even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial
arrangement.

     5.  A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of NRS.

     6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

              (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-
3 under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information

     (h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Newport Beach, County of Orange,
State of California, on November 8, 2001.

                                            Largo Vista Group, Ltd.

                                            By:  /s/  Daniel J. Mendez
                                            Daniel J. Mendez, President and
                                            Chief Financial Officer

                           Special Power of Attorney

     The undersigned constitute and appoint Daniel J. Mendez their true and
lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Form S-8
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                             Date

/s/ Daniel J. Mendez         President, Director             November 9, 2001
Daniel J. Mendez

/s/ Albert Figueroa          Secretary/Treasurer, Director   November 9, 2001
Albert Figueroa

/s/ Deng Shan                Chairman of the Board           November 9, 2001
Deng Shan

                                  EXHIBIT INDEX

Exhibit No.                         Description

4.1    Employee Stock Incentive Plan, dated September 15, 2001 (see below).

4.2    Non-Employee Directors and Consultants Retainer Stock Plan, dated
       September 15, 2001 (see below).

5      Opinion Re: Legality (see below).

23     Consent of Counsel (see below).

24     Consent of Accountants (see below).

26     Special Power of Attorney (see signature page).
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{"company-data": {"conformed-name": "LARGO VISTA GROUP LTD", "cik": "0000915471", "assigned-sic": "5172", "irs-number": "760434540", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74054", "film-number": "1800571"}, "business-address": {"street1": "4570 CAMPUS DR STE 24", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9492522180"}, "mail-address": {"street1": "4570 CAMPUS DR", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": {"former-conformed-name": "LARGO VISTA INC", "date-changed": "19990616"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               LARGO VISTA GROUP, LTD.
               (Exact name of registrant as specified in its charter)

        Nevada                                               760434540
 (State of Incorporation)                                     (I.R.S.
                                                         Employer ID No.)

4570 Campus Drive, Suite 24, Newport Beach California            92660
      (Address of Principal Executive Offices)                (Zip Code)

                      Employee Stock Incentive Plan
        Non-Employee Directors and Consultants Retainer Stock Plan
                         (Full title of the Plans)

James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                 (Name and address of agent for service)

                               (949) 809-2118
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of              Amount to be    Proposed    Proposed   Amount of
Securities            Registered      Maximum     Aggregate  Registration
to be                                 Offering    Offering   Fee
Registered                            Price Per   Price
                                      Share (1)

Common Stock          10,000,000      $0.085 (2)   $850,000   $225.25

Common Stock           5,000,000      $0.001 (3)   $ 10,000   $  1.33

(1)  The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(h) promulgated pursuant to the
Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the option
exercise price set forth in the Employee Stock Incentive Plan, set forth in
Exhibit 4.1 to this Form S-8.

(3)  This Offering Price per Share is established pursuant to the Non-
Employee Directors and Consultants Retainer Stock Plan, set forth in Exhibit
4.2 to this Form S-8.

                                  Part I
            Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

     See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form
S-8 and Rule 428 promulgated under the Securities Act of 1933. The
participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include
the address (giving title or department) and telephone number to which the
request is to be directed.

                                   Part II
              Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the fiscal
     year ended December 30, 2000, filed on April 17, 2001.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Form 10-KSB
     referred to in (a) above.

     (c)  A description of the Registrant's securities contained in the Form
     10SB12G filed by the Registrant on January 14, 2000, including all
     amendments filed for the purpose of updating such common stock
     description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

     James DeOlden, counsel for the company named in this registration
statement as giving an opinion on the validity of the securities, will be
receiving 59,000 shares of common stock per month from November 2001 through
October 2002 pursuant to the company's Non-Employee Directors and Consultants
Retainer Stock Plan under this Form S-8 in exchange for legal services
previously rendered, and to be rendered in the future, to the company.  These
legal services consist of advice and preparation work in connection with
reports of the company filed under the Securities Exchange Act of 1934, and
other general corporate and securities work for the company.

Item 6.  Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify our officers, directors, employees, and agents from any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of Largo Vista. A
determination may be made by the shareholders; by a majority of the directors
who were not parties to the action, suit, or proceeding confirmed by opinion
of independent legal counsel; or by opinion of independent legal counsel in
the event a quorum of directors who were not a party to such action, suit, or
proceeding does not exist.

     Provided the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of Largo Vista may be
indemnified against any cost, loss, or expense arising out of any liability
under the 1933 Act. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons
of Largo Vista. Largo Vista has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

     A.  NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendre or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.

     B. NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.

     1.  Any discretionary indemnification under NRS 78.7502 unless ordered
by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;

     (c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.

     3.  The indemnification and advancement of expenses authorized in NRS
78.7502 or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to or for the
advancement of expenses made pursuant to subsection 2, may not be made to or
on behalf of any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

     (b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     C.  NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     1.  A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him and liability and expenses incurred by
him in his capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the authority to
indemnify him against such liability and expenses.

     2.  The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:

     (a) The creation of a trust fund.

     (b) The establishment of a program of self-insurance.

     (c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.

     (d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement
of expenses or indemnification ordered by a court.

     3.  Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any
other person approved by the board of directors, even if all or part of the
other person's stock or other securities is owned by the corporation.

     4.  In the absence of fraud:

     (a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the
insurance or other financial arrangement is conclusive; and

     (b) The insurance or other financial arrangement:

         (1) Is not void or voidable; and

         (2) Does not subject any director approving it to personal
liability for his action, even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial
arrangement.

     5.  A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of NRS.

     6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

              (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-
3 under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information

     (h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Newport Beach, County of Orange,
State of California, on November 8, 2001.

                                            Largo Vista Group, Ltd.

                                            By:  /s/  Daniel J. Mendez
                                            Daniel J. Mendez, President and
                                            Chief Financial Officer

                           Special Power of Attorney

     The undersigned constitute and appoint Daniel J. Mendez their true and
lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Form S-8
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                             Date

/s/ Daniel J. Mendez         President, Director             November 9, 2001
Daniel J. Mendez

/s/ Albert Figueroa          Secretary/Treasurer, Director   November 9, 2001
Albert Figueroa

/s/ Deng Shan                Chairman of the Board           November 9, 2001
Deng Shan

                                  EXHIBIT INDEX

Exhibit No.                         Description

4.1    Employee Stock Incentive Plan, dated September 15, 2001 (see below).

4.2    Non-Employee Directors and Consultants Retainer Stock Plan, dated
       September 15, 2001 (see below).

5      Opinion Re: Legality (see below).

23     Consent of Counsel (see below).

24     Consent of Accountants (see below).

26     Special Power of Attorney (see signature page).