PE pennies

[sweetpepperjam]

ON YX - 1.00 x 1.25

All executive officers and directors as a group (without naming them) (1 person) = 4,000,000 or 92.8%

The number of shares outstanding of the issuer's common stock, was 4,309,000 common shares as of May 31, 2011.

 
 $1.0000 2,500    OBB 12:53:04  
  $1.0000 2,500    OBB 09/21  
  $1.0000 1,000    OBB 09/21 

Item 1.01 Entry into a Material Definitive Agreement.

On August 22, 2011, Onyx Service & Solutions, Inc. (the “ Company”) entered into and consummated a share exchange agreement with Blackstone Equity Partners PTE LTD (“Blackstone”), the sole shareholder of Southern GeoPower Corp., a Wyoming corporation (“SGPC”) and SGPC to acquire all the issued and outstanding shares of SGPC, in consideration for 11,000,000 newly issued restricted shares of the Company (the “Share Exchange”).

Additionally, pursuant to the share exchange agreement, on or before the closing date, the Company shall appoint the designees of SGPC to its board of directors and all directors not so designated shall resign from its board of directors. The Company’s newly constituted board of directors shall elect the officers of the Company and any other then existing executive officers of the Company shall resign.

Immediately after the closing of the Share Exchange, the Company has a total of 15,309,000 issued and outstanding shares of common stock. Upon issuance of 11,000,000 shares of the Company’s common stock to Blackstone,it became the Company’s largest shareholder, owning approximately 71.85% of the Company’s issued and outstanding common stock.

As a result of the Share Exchange, SGPC is now the Company’s wholly owned subsidiary.

The foregoing description of the principal terms of the share exchange agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the share exchange agreement attached hereto as Exhibit 10.1, which is incorporated herein by this reference.