Redwood Group International (RDWD)

[dave5197]

Form 8-K for S3 INVESTMENT COMPANY, INC.
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8-Nov-2006

Termination of a Material Definitive Agreement, Financial Statements

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
S3 Investment Company, Inc., a California Corporation (the "Company") entered into a Letter Agreement (the "Letter"), dated November 7, 2006 with La Jolla Cove Investors, Inc. ("La Jolla"). Under the terms of the Letter, La Jolla released all of their interest in and waived all of their rights under the Warrant to Purchase Common Stock Agreement (the "Agreement") that the Company entered into on June 2, 2006, a copy of Agreement was filed an exhibit 10.1 to the Company's Form 8K filed with the Securities and Exchange Commission on June 13, 2006. In consideration for waiving all of their interest and rights, the Company will issue a Promissory Note (the "Note") to La Jolla in the amount of $100,000, see Note attached as exhibit 10.2. In addition, La Jolla will retain the 100,000,000 restricted shares issued on June 2, 2006 as collateral against an advance on the warrant shares and the Company will issue an additional 100,000,000 restricted shares to La Jolla, see Letter attached as exhibit 10.1



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ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:

Exhibit No. Description Location
10.1 Letter Agreement, dated November 7, 2006 Filed herewith.
10.2 Promissory Note, dated November 7, 2006 Filed herewith.



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