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
Date of Report (Date of earliest event reported): June 30, 2006
SOYODO GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-1103640 84-1482082
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1398 MONTEREY PASS ROAD
Monterey Park, CA 91754
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 323-981-0100
(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 (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
An agreement was reached between the company and its majority shareholder &
Principal Executive Officer, Ru-Hua Song, on 6/30/2006 that Ru-Hua Song and his
privately held corporations would take over all the six retail stores while the
company would only concentrate on its wholesale operation.
The reason for this action is that the retail part of our business seems to have
been stuck with an unprofitable situation where rents and advertising expense
are prohibitively high. Another reason is to reduce our exposure to huge
liabilities of store leases. Still another reason is to look into the
possibility of wholesaling our merchandise to other retail stores in the United
States.
Since some of the store leases were signed with Ru-Hua Song's personal
guarantee, this transfer of retail operation should not cause special
difficulties with landlords. However, it was expected that the landlords would
still hold the company liable to honor the terms of those leases, should Ru-Hua
Song and his privately held corporations fail to pay all the rents involved in
the future. Consequently, the company will still keep this lease obligation
liability on its book. At this moment, we don't know yet whether there will be
any special charges for this divestment.
The entire agreement is as follows:
1. Ru-Hua Song and his privately held corporations (Songs) are to take
over the inventories and various fixed assets of the six retail
stores of Soyodo Group Holdings, Inc. (Soyodo) at the book value at
the closing of business day on June 30, 2006.
2. Soyodo is to treat this takeover as an asset distribution to satisfy
the loan it owes to Ru-Hua Song. Its monetary settlement is to be
finalized by August 15, 2006.
3. Songs are to take over the staff at the six stores as well.
4. From July 1, 2006 on, Songs are to pay all expenses of those stores
and keep all the profits or losses to themselves. Soyodo is to
become a supplier of merchandise to those six stores.
5. Songs are to be responsible for those store leases and will decide
on their own whether to renew them in the future.
6. Songs are free to sell, lease or assign those stores to other
potential entrepreneurs, who are expected to keep Soyodo as a
supplier.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
None
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.
SOYODO GROUP HOLDINGS, INC.
(Registrant)
Date: June 60, 2006 /s/ Ru-hua Song
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Ru-hua Song
Principal Executive Officer
END OF FILING