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bob41

03/07/05 6:41 AM

#31101 RE: RIGATONI #31098

SOYO: FORM S-8 (5,000,000)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOYO GROUP, INC.
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Common Stock,
$0.001 par value 5,000,000 shares (2) $4,100,000(2) $482.57

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We are registering on behalf of our employees, officers, directors and
advisors up to 5,000,000 shares of our common stock purchasable by them pursuant
to common stock options granted under our 2005 Stock Compensation Plan. As of
this date, no options have been issued under the Plan and 5,000,000 shares
remain available for grant of options.
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A maximum of 5,000,000 shares may be issued under the Plan. We have
authorized 75,000,000 shares of common stock, $0.001 par value, of which
40,000,000 shares were outstanding as of March 7, 2005. Shares of common stock
outstanding are, and those to be issued upon exercise of options will be, fully
paid and nonassessable, and each share of common stock is entitled to one vote
at all shareholders' meetings. All shares are equal to each other with respect
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