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
June 6, 2005
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Date of Report (Date of earliest event reported)
SOYO GROUP, INC.
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(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
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(Address of principal executive offices, including zip code)
(909) 292-2500
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(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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On June 10, 2005 we were able to reach final agreement with two former suppliers
over unpaid debts. To settle the debts, we issued 2,408,200 shares of our common
stock to the entities in return for the retirement of $2,059,548 of our trade
payables.
On June 6, 2005, we issued 1,470,000 shares of our common stock to Andy Chu, a
principal shareholder and brother of one of our directors, in consideration of
his payment of $1,000,000 of our trade payables on our behalf.
The shares of common stock were issued without registration in reliance upon the
exemption afforded by Section 4(2) of the Securities Act of 1933, as amended,
based on certain representations made to us by the recipients.
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: August 26, 2005 By: /s/ NANCY CHU
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Nancy Chu, CFO