SOYO Group Inc (SOYO)

[pnnymn]

Negative news from TOFS. Don't know how this will effect SOYO and the voip spinoff.

Completion of Acquisition or Disposition of Assets



Item 2.01 Disposition of Assets
SOYO Inc. reported to shareholders today that on December 31, 2007, the Company completed the sale of all assets related to the Company's VoIP business toITEM 1.01 Entry into a Material Definitive Agreement

ITEM 2.01 Completion of Acquisition or Disposition of Assets



On December 26, 2007 we entered into an Asset Purchase Agreement with SOYO Group, Inc. (SOYO.OB), pursuant to which, on December 28, 2007, we acquired certain assets previously used by SOYO’s VOIP division.


The purchase price for the assets we acquired, which was agreed to be $1,000,000, was paid by delivery to SOYO of 40,000,000 shares of our common stock. Immediately upon issuance, the shares issued to SOYO constituted approximately 51% of our issued and outstanding common stock and approximately 31% of our outstanding voting securities. The shares we issued to SOYO have not been registered under the Securities Act of 1933, as amended, and we are under no obligation to register the shares for resale. In addition, SOYO agreed not to sell any of the shares for a period of one year without our prior written consent and, thereafter, to limit sales to no more than 25,000 shares per day and 250,000 shares per quarter.


The assets we acquired consist primarily of computer hardware (including servers and gateways capable of handling 125 calls per second, 5,000 concurrent calls and up to 1.2 million users) and software. The assets also include VOIP technology that enables telephone calls to me made and received over the internet. VOIP uses a broadband internet connection to route telephone calls, rather than conventional switching and fiber optic alternatives.


Initially, we intend to incorporate this technology into our existing hybrid player. Our hybrid player is a proprietary media player that incorporates instant messaging and operates much like a Windows Media Player and a Quick Time Player. By incorporating the technology we acquired from SOYO, we anticipate that our hybrid player will become VOIP- capable and will permit users of our hybrid player to make and receive calls with other people using the player at no charge. The users of our player will also be able to purchase plans to use the VOIP system to make and receive calls to anyone outside the network. We believe that the addition of VOIP technology to our hybrid player will increase the desirability of the hybrid player and ultimately stimulate revenues.


In the future, we may incorporate the VOIP technology we acquired from SOYO to offer consumers the ability to make telephone calls over the internet. However, due to the presence of large companies such as AT&T, Vonage, Skype and Verizon in this marketplace, in the event we determine to expand the applications for this technology, we will likely focus our marketing efforts on international destinations for which we are able to obtain favorable telephone rates.


We require approximately $500,000 to satisfy our current obligations, fund the development of the assets we acquired from SOYO and to provide working capital for completion of our studio facilities, administrative expenses and the current development of our operations. We do not presently have any firm commitments for capital and we may be unable to secure the necessary capital on terms acceptable to us. If we are unable to raise funds as needed, our ability to implement our plans will be jeopardized. In that event we may be unable to implement our current business model and we could be forced to cease operations.
247MGI, based in Miami, Florida. The sales price was $1,000,000 in restricted stock. The Company does not expect to recognize a material gain or loss on the transaction