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


                                 August 12, 2008
                                 ---------------
                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
----------------------------     ------------------------    -------------------
(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
          -------------------------------------------------------------
          (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 1.01 Entry into a Material Definitive Agreement


On August 7, 2008,  the Company  reached an agreement with the  independent  3rd
party that owned the Class B preferred  stock to fix the conversion of the Class
B preferred stock to common stock at 2,750,000 common shares. With the mandatory
conversion  date less than six months away,  recent  volatility of the Company's
share price, weakness in the stock market and perceived market uncertainty,  the
Company  believed it was prudent to fix the  conversion  at this time.  Based on
these factors, the Company believes that it made a very favorable deal.









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.
                                            ----------------
                                            (Registrant)




Date: August 12, 2008                       By:    /s/ MING CHOK
     ----------------                          -----------------
                                               Ming Chok, CEO



Date: August 12, 2008                       By:    /s/ NANCY CHU
     ----------------                          -----------------
                                               Nancy Chu, CFO