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
March 22, 2005
Date of Report (Date of earliest event reported)
SOYO GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-42036 95-4502724
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1420 South Vintage Avenue
Ontario, California 91761-3646
(Address of principal executive offices, including zip code)
(909) 292-2500
(Registrant's telephone number, including area code)
N/A
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(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:
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 3.02 Unregistered Sales of Equity Securities
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(a) The transaction was completed on March 22, 2005. An accredited
investor, Ever-Green Technology (Hong Kong) Co., Ltd., purchased 500,000
unregistered shares of our common stock, $0.001 par value per share (the
"Shares") and common stock purchase warrants to purchase 100,000 shares of our
common stock exercisable at $1.50 per share at any time until March 22, 2008
(the "Warrants").
(b) No underwriter, placement agent, or finder was involved in the
transaction. There was only a single accredited investor named in paragraph (a),
above.
(c) The total offering price was $500,000, which was paid in cash. No
underwriting discounts or commissions were paid.
(d) We relied on the exemption from registration provided by Sections
4(2) and 4(6) under the Securities Act of 1933. We did not engage in any public
advertising or general solicitation in connection with this transaction, and we
provided the accredited investor with disclosure of all aspects of our business,
including our reports filed with the Securities and Exchange Commission. We
believe that the accredited investor obtained all information regarding SOYO
Group, Inc. it requested, received answers to all questions it had, and
otherwise understood the risks of acquiring our securities for investment
purposes.
(e) The common stock issued to the accredited investor is not
convertible or exchangeable for other securities. Each common stock warrant
issued in this transaction is exercisable to purchase one share of common stock
at an exercise price of $1.50 per share and expires on March 22, 2008. If the
accredited investor exercises all of the warrants before March 22, 2008, we will
receive an additional $150,000 ($1.50 per share).
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.
SOYO GROUP, INC.
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(Registrant)
Date: March 28, 2005 By: /s/ NANCY CHU
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Nancy Chu, CFO