SEC Info - Soyo Group Inc - ‘DEFR14A’ on 6/26/08

SEC Info℠

Home

Help

Please Sign In

Soyo Group Inc – ‘DEFR14A’ on 6/26/08

On: Thursday, 6/26/08, at 11:30am ET · Effective: 6/26/08 · Accession #: 1010549-8-533 · File #: 333-42036

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/26/08  Soyo Group Inc                    DEFR14A     6/26/08    1:38K                                    Secs Transfer Corp/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        16     58K 

DEFR14A 1st Page of 16 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AMENDED SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

Filed by the Registrant [x]                                                     
Filed by a Party other than the Registrant                                      
[ ]  Check the appropriate box:                                                 
[ ]  Preliminary Proxy Statement                                                
[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
14a-6(e)(2))                                                          
[x]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12          

SOYO GROUP, INC.
(Name of Registrant as Specified In Its Charter)

 ANDREW N. BERNSTEIN, ESQ.
 (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[x]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1)   Title of each class of securities to which transaction applies:  
          ______________________________________________________________________
2)   Aggregate number of securities to which transaction applies:     
          ______________________________________________________________________
     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  
          ______________________________________________________________________
4)   Proposed maximum aggregate value of transaction:                 
          ______________________________________________________________________
5)   Total fee paid:                                                  
          ______________________________________________________________________
[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

1)   Amount Previously Paid:                                          
          ______________________________________________________________________
2)   Form, Schedule or Registration Statement No.:                    
          ______________________________________________________________________
3)   Filing Party:                                                    
          ______________________________________________________________________
4)   Date Filed:                                                      
          ______________________________________________________________________

DEFR14A 2nd Page of 16 TOC 1st Previous Next ↓Bottom Just 2nd
SOYO GROUP, INC.
 1420 South Vintage Avenue
Ontario, California 91761-3646
 Telephone: (909) 292-2500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 To Be Held Monday, August 4, 2008

To Our Shareholders:                                                            

     PLEASE TAKE NOTICE that the Annual Meeting of  Shareholders  of Soyo Group,
Inc. will be held at the Sheraton  Ontario  Airport  Hotel,  429 North  Vineyard
Ave., Ontario,  California 91764, on Monday, August 4, 2008 at 10:00 a.m., local
time, for the following purposes:                                               

     1.   To elect five (5)  directors to hold office for the term  specified in
          the  Proxy  Statement  or  until  their  successors  are  elected  and
qualified;                                                  

     2.   To  approve  an  amendment  to our  2005  Stock  Compensation  Plan to
          increase  the  authorized  number  of  shares  of  common  stock  from
          5,000,000 to 15,000,000 (the "2005 Stock  Compensation  Plan Amendment
Proposal");                                                 

     3.   To approve an amendment to our Articles of  Incorporation  to increase
          the number of our authorized shares of common stock from 75,000,000 to
 200,000,000 (the "Authorization of Securities Proposal"); and

     4.   To  transact  such other  business  as may  properly  come  before the
meeting or any adjournment.                                 

     The board of directors  has fixed the close of business on June 30, 2008 as
the record date for the determination of shareholders  entitled to notice of and
to vote at the meeting and at any adjournment. A proxy statement which describes
the foregoing proposal and a form of proxy accompany this notice.               

                                              By Order of the Board of Directors

                     Nancy Chu
                             CFO and Secretary

Dated: July 7, 2008                                                             

 IMPORTANT

     Whether  or not you  expect to  attend  the  meeting,  please  execute  the
accompanying  proxy and return it promptly in the enclosed  reply envelope which
requires no postage.  If you grant a proxy,  you may revoke it at any time prior
to the meeting.  Also,  whether or not you grant a proxy, you may vote in person
if you attend the meeting.                                                      

DEFR14A 3rd Page of 16 TOC 1st Previous Next ↓Bottom Just 3rd
SOYO GROUP, INC.
 1420 South Vintage Avenue
Ontario, California 91761-3646

 PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
 To Be Held Monday, August 4, 2008

 SOLICITATION OF PROXY

         The accompanying proxy is solicited on behalf of the board of directors
of Soyo Group,  Inc. for use at our annual meeting of shareholders to be held at
the Sheraton Ontario Airport Hotel, 429 North Vineyard Ave., Ontario, California
91764  on  Monday,  August  4,  2008  at  10:00  a.m.,  local  time,  and at any
adjournment.  In  addition  to  mail,  proxies  may  be  solicited  by  personal
interview,   telephone  or  telegraph  by  our  officers,  directors  and  other
employees,  who will not receive additional  compensation for such services.  We
may also request  brokerage  houses,  nominees,  custodians  and  fiduciaries to
forward the soliciting material to the beneficial owners of stock held of record
and will reimburse them at the rates  suggested by the New York Stock  Exchange.
We will bear the cost of this  solicitation of proxies,  which is expected to be
nominal.  Proxy  solicitation  will  commence  with the  mailing  of this  proxy
statement on or about July 7, 2008.                                             

         Execution  and return of the enclosed  proxy will not affect your right
to attend the meeting and to vote in person.  If you execute a proxy,  you still
retain the right to revoke it at any time prior to  exercise at the  meeting.  A
proxy  may be  revoked  by  delivery  of  written  notice of  revocation  to our
secretary,  by execution and delivery of a later proxy,  or by voting the shares
in person at the meeting. A proxy, when executed and not revoked,  will be voted
in  accordance  with its  instructions.  If there are no specific  instructions,
proxies will be voted "FOR" the election as directors of those nominees named in
the proxy  statement,  "FOR" the  proposal to approve an  amendment  to our 2005
Stock  Compensation  Plan,  "FOR" the  proposal to approve an  amendment  to our
Articles of Incorporation, and in accordance with her best judgment on all other
matters that may properly come before the meeting.                              

         The  enclosed  form of  proxy  provides  a method  for you to  withhold
authority  to  vote  for any one or more  of the  nominees  for  director  while
granting authority to vote for the remaining nominees. The names of all nominees
are  listed  on the  proxy.  If you  wish to  grant  authority  to vote  for all
nominees,  check the box marked "FOR." If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHOLD." If you wish your shares to be
voted for some  nominees  and not for one or more of the  others,  check the box
marked  "FOR" and  indicate  the  names(s)  of the  nominee(s)  for whom you are
withholding  the authority to vote by writing the name(s) of such  nominee(s) on
the proxy in the space provided.                                                

1 

DEFR14A 4th Page of 16 TOC 1st Previous Next ↓Bottom Just 4th
PURPOSE OF MEETING

         As stated in the notice of annual meeting of shareholders  accompanying
this  proxy  statement,  the  business  to be  conducted  and the  matters to be
considered and acted upon at the meeting are as follows:                        

         1.   To elect five (5) directors to hold office for the term  specified
              in the Proxy  Statement or until their  successors are elected and
qualified;                                          

         2.   To approve an  amendment  to our 2005 Stock  Compensation  Plan to
              increase  the  authorized  number of shares of common  stock  from
              5,000,000  to  15,000,000  (the  "2005  Stock   Compensation  Plan
Amendment Proposal");                               

         3.   To  approve an  amendment  to our  Articles  of  Incorporation  to
              increase the number of our authorized  shares of common stock from
              75,000,000  to  200,000,000  (the   "Authorization  of  Securities
Proposal"); and                                     

         4.   To transact  such other  business as may properly  come before the
meeting or any adjournment.                         

 VOTING AT MEETING

         Our voting securities consist solely of common stock,  $0.001 par value
per share.                                                                      

         The record date for  shareholders  entitled to notice of and to vote at
the  meeting is the close of  business  on June 30,  2008,  at which time we had
outstanding  and  entitled  to vote at the meeting  53,063,656  shares of common
stock.  Shareholders  are entitled to one vote, in person or by proxy,  for each
share of  common  stock  held in their  name on the  record  date.  Shareholders
representing  a majority of the common  stock  outstanding  and entitled to vote
must be present or represented by proxy to constitute a quorum.                 

         The  election  of  each   director  and  approval  of  the  2005  Stock
Compensation  Plan Amendment  Proposal will each require the affirmative vote of
the  holders  of a  majority  of all of our  shares of common  stock  present or
represented  by  proxy  at the  meeting  and  entitled  to vote at the  meeting.
Cumulative  voting for directors is not  authorized  and proxies cannot be voted
for more than five nominees.                                                    

         Approval of the  Authorization of Securities  Proposal will require the
affirmative  vote of the  holders of a  majority  of all of our shares of common
stock outstanding and entitled to vote at the meeting.                          

         Ming Tung Chok, our president,  chief  executive  officer and director,
and Nancy Chu, our chief financial officer, secretary and director, have advised
us that they  intend to vote all of their  25,985,548  shares held by them as of
the record date,  representing 48.97% of all outstanding shares, in favor of the
election as  director of all five  nominees,  the 2005 Stock  Compensation  Pla 

2 

DEFR14A 5th Page of 16 TOC 1st Previous Next ↓Bottom Just 5th
Amendment Proposal and the Authorization of Securities Proposal.                

 STOCK OWNERSHIP

         The following table sets forth certain  information as of June 30, 2008
regarding the beneficial ownership of our shares of common stock by:            

(i) each of our executive officers; (ii) each of our directors;                 
(iii)  each  person who is known by us to own  beneficially  more than 5% of our
outstanding  common stock; and (iv) all of our directors and executive  officers
as a group.                                                                     

This information gives effect to securities deemed outstanding  pursuant to Rule
13d-3(d)(1)  under the Securities  Exchange Act of 1934, as amended.  As of June
30, 2008, we had 53,063,656  shares of our common stock issued and  outstanding.
As far as is known to our management, no person owns beneficially more than five
percent of our outstanding  shares of common stock as of June 30, 2008 except as
set forth below.                                                                

     Name and Address of            Amount and Nature        Percentage of Class
    Beneficial Owner            of Beneficial Ownership     Beneficially Owned

Ming Tung Chok (1)(2)             11,776,000                 22.19%     
Nancy Chu (1)(2)                  14,209,548                 27.32%     
Chung Chin Keung (1)                  10,000                  0.02%     
Jay Schrankler (1)                    20,000                  0.04%     
Henry Song (1)                        20,000                  0.04%     
All executive officers and        26,035,548                 49.06%     
directors as a group (5 persons)                                        
----------                                                                      

(1)  The  address  of these  holders  is 1420  South  Vintage  Avenue,  Ontario,
California 91761.                                                     
(2)  Ming Tung Chok and Nancy Chu are husband and wife and are  considered to be
     the  beneficial  owner  of each  other's  shares.  Collectively,  they  own
25,209,548 shares.                                                    

3 

DEFR14A 6th Page of 16 TOC 1st Previous Next ↓Bottom Just 6th
BOARD OF DIRECTORS

         Our board of directors has the  responsibility  for establishing  broad
corporate policies and for our overall performance,  although it is not involved
in day-to-day  operating details. The board meets regularly throughout the year,
including  the annual  organization  meeting  following  the  annual  meeting of
shareholders,  to review significant  developments  affecting us and to act upon
matters  requiring  board approval.  It also holds special  meetings as required
from time to time when important  matters arise  requiring  board action between
scheduled  meetings.  During the fiscal year ended  December 31, 2007, the board
met once.                                                                       

         No  director  attended  fewer than 75 percent of the  aggregate  of the
total  number of  meetings  of the board of  directors  and the total  number of
meetings  held by all  committees  of the  board of  directors  on which  he/she
served.                                                                         

 ELECTION OF DIRECTORS

         At the meeting, five directors are to be elected. Each director will be
elected for a one-year term or until his successor is elected and qualified.    

         Shares  represented by properly  executed proxies will be voted, in the
absence of contrary  indication or revocation by the  shareholder  granting such
proxy,  in favor of the election of the persons  named below as  directors.  The
person named as proxy has been  designated by management and intends to vote for
the election to the board of directors of the persons named below,  each of whom
now serves as a director.  If any nominee is unable to serve as a director,  the
shares  represented  by the  proxies  will be voted,  in the absence of contrary
indication, for any substitute nominee that management may designate. We know of
no reason why any nominee would be unable to serve.  The  information  presented
with  respect to the nominees was obtained in part from each of them and in part
from our records.                                                               

Nominees for Election as Directors                                              

-------------------- --------- -------------------------------------------------
Name                 Age       Position Held                                    
-------------------- --------- -------------------------------------------------
Ming Tung Chok       47        Chief Executive Officer and Director             
-------------------- --------- -------------------------------------------------
Nancy Chu            51        Chief Financial Officer, Secretary and Director  
-------------------- --------- -------------------------------------------------
Jay Schrankler       50        Director                                         
-------------------- --------- -------------------------------------------------
Chung Chin Keung     42        Director                                         
-------------------- --------- -------------------------------------------------
Henry Song           49        Director                                         
-------------------- --------- -------------------------------------------------

Ming Tung Chok has served as the President, Chief Executive Officer and Director
of the Company since October 25, 2002.  Prior to serving in this  capacity,  Mr.
Chok was the Vice President of Engineering of SOYO Group, Inc. for the past five
years. Mr. Chok received his Bachelor Degree in Electrical  Engineering from the
California  State  University,  Long Beach. Mr. Chok is married to Ms. Nancy Chu

4 

DEFR14A 7th Page of 16 TOC 1st Previous Next ↓Bottom Just 7th
who is a Director, the Chief Financial Officer and the Secretary of the Company.

Nancy Chu has served as the Chief Financial Officer,  the Secretary and Director
of the Company since October 25, 2002.  Prior to serving in this  capacity,  Ms.
Chu was the Vice  President  of  Operations  of SOYO Group,  Inc. for the past 5
years. Ms. Chu holds a Bachelor Degree in Accounting and Statistics from the Sji
Jiang  College,  Taiwan  R.O.C.  Ms.  Chu  is  married  to Mr.  Chok  who is the
President, Chief Executive Officer and a Director of the Company.               

Chung Chin Keung was appointed in October 2005 as an  independent  non-executive
director, audit committee member and compensation committee member. In 2007, Mr.
Chung was named  Chairman  of the Audit  committee.  Mr.  Chung has more than 14
years  commercial  experience,  including  more than 10 years in accounting  and
finance  for  publicly  listed  companies  in various  countries.  Mr.  Chung is
currently  the chief  finance  officer of KPI Co.  Ltd.  (0605,  Hong Kong Stock
Exchange),  a listed  company in Hong Kong. Mr. Chung holds a Master of Business
Administration from the University of Manchester, England.                      

Jay Shrankler was appointed in September  2007 as an  independent  non-executive
director and compensation  committee member.  Mr. Shrankler was a Vice President
of Licensing and Marketing for Honeywell  International  Inc.'s  Automation  and
Control  Solutions  Group from 2003 to 2007. From 2001 to 2003, he served as the
Vice  President of  Environmental  Controls for Honeywell  International  Inc.'s
Automation and Control  Solutions.  He was Vice President and General Manager of
the Honeywell  International  Inc. Home and Building  Control from 1999 to 2001.
Currently,  he works at the University of Minnesota as an Executive  Director in
the Office for Tech Communications.                                             

Henry Song was  appointed  in  September  2007 as an  independent  non-executive
director, audit committee member and compensation committee member. Mr. Song has
worked as the Chief  Executive  Officer and  Chairman of the Board for  Shenzhen
DiGuang  Electronics  since  1996.  He has also  served as the  Chief  Executive
Officer and Chairman of the Board for  Shenzhen  DiGuang  Electronics  Equipment
since 1994. Mr. Song and his companies are known for leading edge LED displays. 

Each director received 10,000  unregistered shares of our Company's common stock
in 2005.  The two directors  who joined us in 2007  received  20,000 shares each
upon joining the board of directors. The directors receive no other compensation
for serving on the board of directors,  but are reimbursed for any out-of-pocket
expenses incurred in attending board meetings,  and may be compensated for other
work done on our behalf.                                                        

Family Relationships                                                            

Ming Tung Chok, President and CEO, and Nancy Chu, CFO and Secretary, are husband
and wife.                                                                       

5 

DEFR14A 8th Page of 16 TOC 1st Previous Next ↓Bottom Just 8th
Section 16(a) Beneficial Ownership Compliance                                   

The Company does not have any shares registered under Section 12 of the Exchange
Act and,  therefore,  the  owners of the  Company's  equity  securities  are not
required  to  report  their  beneficial  ownership  under  Section  16(a) of the
Exchange Act.                                                                   

Audit Committee                                                                 

The Audit  Committee of the Board of Directors is comprised of Mr. Chung and Mr.
Song. The first Audit Committee meeting is scheduled to coincide with our annual
meeting on August 4, 2008. None of the directors is an Audit Committee Financial
Expert.                                                                         

Communications with the Board                                                   

Any shareholder may communicate directly with the board of directors.  The board
of directors has established the following system to receive,  track and respond
to communications from shareholders  addressed to the board of directors and its
committees and members.  Any shareholder may address his or her communication to
the board of directors, or an individual board member and send the communication
addressed to the recipient  group or  individual,  in care of SOYO Group,  Inc.,
Corporate  Secretary,  1420 South Vintage Ave., Ontario, CA 91761. The Corporate
Secretary will review all  communications  and deliver the communications to the
appropriate  party  in  the  Corporate  Secretary's  discretion.  The  Corporate
Secretary may take additional  action or respond to communications in accordance
with instructions from the recipient of the communication.                      

Code of Ethics                                                                  

We believe that good corporate  governance  practices  promote the principles of
fairness,  transparency,  accountability and responsibility and will ensure that
our Company is managed for the long-term benefit of our shareholders. During the
past year,  we have  continued to review our corporate  governance  policies and
practices  and to compare  them to those  suggested  by various  authorities  in
corporate  governance and the practices of other public companies.  Accordingly,
in March 2004, the board adopted a Code of Ethics and Conduct.  You may obtain a
copy of the Code of Ethics  and  Conduct  and other  information  regarding  our
corporate governance practices by writing to our Corporate Secretary, 1420 South
Vintage Ave., Ontario, CA 91761.                                                

THE BOARD OF DIRECTORS  RECOMMENDS TO THE  SHAREHOLDERS  THAT YOU VOTE "FOR" THE
ELECTION OF SUCH NOMINEES.                                              ---     

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS                                            

The  compensation  committee of our board of directors and our CEO, CFO and head
of  Human  Resources  are   collectively   responsible  for   implementing   and
administering all aspects of our benefit and compensation plans and programs, as
well as developing  specific  policies  regarding  compensation of our executive

6 

DEFR14A 9th Page of 16 TOC 1st Previous Next ↓Bottom Just 9th
officers.  Both of the members of our Compensation  Committee,  Chung Chin Keung
and Jay Schrankler, are independent directors.                                  

Compensation Objectives                                                         

The  stated  goal  of our  compensation  committee  with  respect  to  executive
compensation  has been to set compensation at levels that attract and retain the
most talented and dedicated  executives  possible.  We attempt to set individual
executive  compensation  levels comparable with executives in other companies of
similar size and stage of development. We attempt to reward employees for strong
Company  performance  through the use of stock options.  Our executive officers,
Ming Tung Chok and Nancy Chu,  are husband and wife,  and are also our  founders
and largest shareholders.                                                       

Elements of Compensation                                                        

Base Salary.  All full time executives are paid a base salary. In all cases, the
committee  establishes  a minimum base salary for our executive  officers.  Base
salaries  for our  executives  are  established  based  on the  scope  of  their
responsibilities and the current financial situation of the Company. We also try
to take into account  competitive market compensation paid by other companies in
our  industry  for  similar  positions,  professional  qualifications,  academic
background,  and the other  elements  of the  executive's  compensation,  namely
stock-based compensation.                                                       

Equity Compensation.  We believe that long-term  performance is achieved through
an ownership culture  participated in by our executive  officers through the use
of stock-based awards.  Currently, we do not maintain any incentive compensation
plans based on pre-defined  performance criteria. The compensation committee has
the general authority,  however,  to award equity incentive  compensation,  i.e.
stock  options,  to our executive  officers in such amounts and on such terms as
the committee  determines in its sole discretion.  The committee does not have a
determined  formula  for  determining  the  number of  options  available  to be
granted,  subject  to the  number of options  available  through  our 2005 Stock
Compensation Plan. Incentive compensation is intended to compensate officers for
accomplishing  strategic  goals  such  as  meeting  defined  revenue  goals  and
profitability.  The  compensation  committee  awarded stock options to executive
officers,   employees  and  consultants  upon  the  filing  of  our  2005  Stock
Compensation  Plan  and  awarded  additional  stock  options  to  employees  and
consultants  in 2007.  No stock options were granted in 2006.  Our  compensation
committee grants equity  compensation only at times when we do not have material
non-public  information  to avoid  timing  issues and the  appearance  that such
awards are made based on any such information.                                  

Determination of Compensation                                                   

Our  CEO,  CFO and  head of Human  Resources  meet  annually  to  evaluate  each
non-executive  employee's performance.  A meeting is held towards the end of the
fiscal year to determine each employee's compensation for the following year. In
the  case  of our  executive  officers,  the  compensation  committee  similarly
evaluates the  executive's  performance and the objectives set forth above at or
about the end of our fiscal year to determine executive compensation.           

7 

DEFR14A 10th Page of 16 TOC 1st Previous Next ↓Bottom Just 10th
The  following  table sets forth the cash and other  compensation  paid by us in
2007, 2006 and 2005 to the individuals who served as our chief executive officer
and chief financial officer, and all other executive officers who received total
compensation greater than $100,000 in 2007.                                     

Summary Compensation Table                                                      
--------------------------------- -------- ----------- -------------------      
   Name                    Year    Salary      Options Granted
--------------------------------- -------- ----------- -------------------      
Ming Tung Chok                     2007    $144,000           0                 
President, Chief Executive         2006    $144,000           0                 
Officer                            2005    $144,000      600,000 (a)            
and Director                                                                    
--------------------------------- -------- ----------- -------------------      
Nancy Chu                          2007    $120,000           0                 
Chief Financial Officer and        2006    $120,000           0                 
Secretary                          2005    $120,000      600,000 (a)            
--------------------------------- -------- ----------- -------------------      
Harvey Schneider                   2007    $116,533      250,000                
Director of Sales                                                               

(a) Both Mr. Chok and Ms. Chu  forfeited  and returned the stock  options to the
Company in 2007.                                                                

Outstanding Stock Options At December 31, 2007                                  
--------------- ------------ ---------- -------------- ------------------       
Name              Number of    Exercise  Vesting Date   Option Expiration       
Exercisable    Price                      Date
Options                                   
--------------- ------------ ---------- -------------- ------------------       
Ming Tung Chok      NONE                                                        
--------------- ------------ ---------- -------------- ------------------       
Nancy Chu           NONE                                                        
--------------- ------------ ---------- -------------- ------------------       
Harvey Schneider    83,000     .35     February 2, 2007   February 2, 2012      
              83,000     .35     February 2, 2008   February 2, 2012
              84,000     .35     February 2, 2009   February 2, 2012

Pension Benefits                                                                

We do not sponsor any qualified or non-qualified defined benefit plans.         

Nonqualified Deferred Compensation                                              

We  do  not  maintain  any  non-qualified   defined   contribution  or  deferred
compensation  plans.  Our compensation  committee,  which is comprised solely of
"outside  directors" as defined for purposes of Section  162(m) of the Code, may
elect to provide our officers and other  employees  with  non-qualified  defined
contribution or deferred  compensation  benefits if the  compensation  committee
determines that doing so is in our best interests.                              

8 

DEFR14A 11th Page of 16 TOC 1st Previous Next ↓Bottom Just 11th
Compensation of Directors                                                       

Each director received 10,000  unregistered  shares of our common stock in 2005.
The two directors who joined us in 2007 each received 20,000 shares upon joining
the board of directors.  The directors receive no other compensation for serving
on the board of directors,  but are  reimbursed for any  out-of-pocket  expenses
incurred in attending board meetings, and may be compensated for other work done
on the our behalf.                                                              

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

None of the members of the compensation  committee has any relationship with the
Company or any of its officers or employees  other than in connection with their
role as a  director.  None of the  members  of the  compensation  committee  has
participated  in any  related  party  transactions  with the  Company  since the
beginning of our last fiscal year.                                              

EMPLOYMENT CONTRACTS                                                            

During  2007 we  entered  into  employment  contracts  with our Chief  Executive
Officer,  our Chief Financial Officer, our Director of Sales and our Director of
Marketing.  We do  not  currently  have  employment  contracts  with  any  other
executive  officers,  employees  or  consultants.  We may enter into  employment
contracts with our executive  officers,  employees or consultants at any time if
we deem it to be in the best interests of the company.                          

 ADDITIONAL MATTERS TO BE VOTED UPON BY SHAREHOLDERS

 THE 2005 STOCK COMPENSATION PLAN AMENDMENT PROPOSAL

         Our board of directors and our  shareholders  have adopted and approved
the 2005 Stock  Compensation Plan. We believe that the plan is accomplishing its
purpose  which is to promote our and your  interests by providing  key employees
with an  opportunity  to acquire a  proprietary  interest in us and to develop a
stronger  incentive to put forth maximum  effort for our  continued  success and
growth.  In addition,  the  opportunity to acquire a proprietary  interest in us
aids us in attracting and retaining key personnel of outstanding ability.       

         We believe that an increase in the number of shares available for grant
under the plan is necessary to continue  accomplishing  its purpose.  As of June
30, 2008, no shares  remained  available for grant during the remaining  term of
the plan through  February 2015.  Accordingly,  we have approved an amendment to
increase the number of shares of common stock subject to the plan from 5,000,000
shares to 15,000,000 shares, subject to approval of our shareholders.           

THE BOARD OF DIRECTORS  RECOMMENDS TO OUR  SHAREHOLDERS  THAT YOU VOTE "FOR" THE
ADOPTION OF THE AMENDMENT TO THE 2005 STOCK COMPENSATION PLAN.          ---     

 9

DEFR14A 12th Page of 16 TOC 1st Previous Next ↓Bottom Just 12th
THE AUTHORIZATION OF SECURITIES PROPOSAL

         Effective as of May 5, 2008, our board of directors  approved,  subject
to  shareholder  approval,  an  amendment to our  Articles of  Incorporation  to
increase the number of our authorized  shares of common stock from 75,000,000 to
200,000,000.  The board of directors has directed that the proposed amendment be
submitted to a vote of our shareholders at this annual meeting.                 

THE BOARD OF DIRECTORS  RECOMMENDS TO OUR  SHAREHOLDERS  THAT YOU VOTE "FOR" THE
APPROVAL AND ADOPTION OF THE AUTHORIZATION OF SECURITIES PROPOSAL.      ---     

         Our  board  has  determined  that  an  increase  in the  number  of our
authorized  shares of common  stock is in the best  interests of the Company and
our  shareholders.  We intend to use  authorized  and unissued  shares of common
stock for various corporate  purposes,  including,  but not limited to, possible
future financing and acquisition transactions, possible recapitalization through
a stock split or stock dividend, issuances of stock options or awards, and other
corporate purposes. Authorized and unissued shares of common stock may be issued
by the board  without  further  shareholder  action  unless the  issuance  is in
connection  with a  transaction  for which  shareholder  approval  is  otherwise
required  under our Articles of  Incorporation,  applicable  law,  regulation or
agreement.                                                                      

         We currently have no commitments,  agreements, plans or undertakings to
issue any amount of additional  shares of common stock.  Shares of common stock,
including  the  additional  shares  proposed  for  authorization,  do  not  have
preemptive or similar rights.  The issuance of additional shares of common stock
could have the effect of diluting existing  shareholder earnings per share, book
value per share and voting  power.  In  addition,  issuance  of shares of common
stock could be used to make a change in control of the Company more difficult or
costly by diluting stock  ownership of persons  seeking to obtain control of the
Company or by  permitting  the board of directors to issue shares to  purchasers
favorable to the board of  directors in opposing an effort to obtain  control of
the company.                                                                    

         The adoption of the proposed amendment to our Articles of Incorporation
could  have the  effect of  discouraging  attempts  to  acquire  control  of the
Company.  Our board of  directors  has no  knowledge  of any  present  effort to
accumulate  our securities or to obtain control of us. Our board has no plans at
the  present  time to submit to  shareholders  for  approval,  or take any other
action with respect to, any proposals,  other than the proposed amendment to our
Articles of Incorporation, that might be deemed to have an anti-takeover effect.
In the judgment of our board of  directors,  there are now no  provisions in our
Articles  of  Incorporation  or bylaws  that  could be viewed  as  having,  to a
significant  extent,  such an effect  other than  provisions  in our Articles of
Incorporation  providing  that vacancies in the board of directors may be filled
by a majority of the remaining directors.                                       

         Article V,  Sentence  One, is proposed to be deleted and the  following
language is to be substituted:                                                  

10

DEFR14A 13th Page of 16 TOC 1st Previous Next ↓Bottom Just 13th
"The total  number of shares of all  classes of capital  stock
that the Corporation  shall have the authority to issue is Two
Hundred Million  (200,000,000)  shares of common stock, $0.001
par value per share."                                         

INDEPENDENT PUBLIC ACCOUNTANTS

         A representative of Vasquez and Company,  LLP is expected to attend the
meeting and will have the opportunity to make a statement if he so desires. This
representative is expected to be available to respond to appropriate shareholder
questions at that time.                                                         

Independent Accountant Fees                                                     

The following table sets forth the fees for professional audit services rendered
by  Vasquez  &  Company  LLP for the  audit of the  Company's  annual  financial
statements for the fiscal years 2007 and 2006.                                  

      ------------------------------------------------------------
                                       2007               2006
      ------------------------------------------------------------
      Audit Fees (1)                   $199,000           $158,500
      ------------------------------------------------------------
    Audit-related Fees*                58,500               --
      ------------------------------------------------------------
      Tax Fees                           20,000             20,000
      ------------------------------------------------------------
    All other Fees                       --                 --
      ------------------------------------------------------------
      Total Fees                       $277,500           $178,500
      ------------------------------------------------------------
            *Assisting client in replying to SEC comments,  educational guidance
             for SOX 404  implementation,  explanation of audit work to internal
auditor of prospective lender.                        

(1)  Includes  annual  audit fees and fees for  preissuance  review of quarterly
filings.                                                              
In 2006,  Grobstein,  Horwath & Company,  the  Company's  predecessor  auditors,
charged $6,000 for a review and reissuance of the Company's 2003 audit report.  

PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS

         Any  shareholder of record who desires to submit a proper  proposal for
inclusion  in the  proxy  materials  relating  to our  next  annual  meeting  of
shareholders  must do so in writing  and it must be  received  at our  principal
executive offices by December 31, 2008. You must be a record or beneficial owner
entitled to vote at the next annual  meeting on your  proposal and must continue
to own such security entitling you to vote through the date on which the meeting
is held.                                                                        

 ANNUAL REPORT

         Our annual report to shareholders  concerning our operations during the
fiscal year ended December 31, 2007, including audited financial statements, has

11

DEFR14A 14th Page of 16 TOC 1st Previous Next ↓Bottom Just 14th
been  distributed to all record holders as of the record date. The annual report
is not incorporated in the proxy statement and is not to be considered a part of
the soliciting material.                                                        

OTHER BUSINESS

         Our  management  is not  aware of any  other  matters  which  are to be
presented  at the  meeting,  nor have we been  advised  that other  persons will
present any such matters.  However,  if other  matters  properly come before the
meeting,  the  individual  named in the  accompanying  proxy  shall vote on such
matters in accordance with her best judgment.                                   

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

         UPON WRITTEN  REQUEST,  WE WILL PROVIDE,  WITHOUT CHARGE, A COPY OF OUR
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED  DECEMBER 31, 2007, TO EACH
SHAREHOLDER OF RECORD OR TO EACH  SHAREHOLDER  WHO OWNED OUR COMMON STOCK LISTED
IN THE NAME OF A BANK OR BROKER,  AS  NOMINEE,  AT THE CLOSE OF BUSINESS ON JUNE
30, 2008. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON FORM 10-K SHOULD
BE SENT TO OUR CORPORATE SECRETARY, SOYO GROUP, INC., 1420 SOUTH VINTAGE AVENUE,
ONTARIO, CALIFORNIA 91761-3646, (909) 292-2500.                                 

         The above notice and proxy  statement are sent by order of our board of
directors.                                                                      

                         Nancy Chu
                                       Chief Financial Officer
                             and Secretary
July 7, 2008                                                                    

12

DEFR14A 15th Page of 16 TOC 1st Previous Next ↓Bottom Just 15th
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

 PROXY
 FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
SOYO GROUP, INC.
 TO BE HELD MONDAY, AUGUST 4, 2008

         The undersigned hereby appoints Nancy Chu as the lawful agent and Proxy
of the undersigned  (with all powers the undersigned would possess if personally
present,  including full power of  substitution),  and hereby  authorizes her to
represent and to vote, as  designated  below,  all the shares of common stock of
Soyo Group,  Inc. held of record by the  undersigned as of the close of business
on June 30, 2008, at the Annual  Meeting of  Shareholders  to be held on Monday,
August 4, 2008, or any adjournment or postponement.                             

1.   ELECTION OF DIRECTORS                                  

  ___  FOR all nominees listed below       ___  WITHHOLD AUTHORITY
             (except as marked to the                 to vote for all nominees
 contrary below)                          listed below

    M.Chok; N. Chu; J. Schrankler; C. Keung; H. Song

(INSTRUCTION:  To  withhold  authority  to vote  for  any  nominees,  write  the
nominees' names on the space provided below.)                                   

--------------------------------------------------------------------------------

          2.   To approve an  amendment to our 2005 Stock  Compensation  Plan to
               increase  the  authorized  number of shares of common  stock from
               5,000,000  to  15,000,000  (the  "2005  Stock  Compensation  Plan
Amendment")                                       

           ____ FOR              ____ AGAINST               ____ ABSTAIN

          3.   To approve an  amendment  to our  Articles  of  Incorporation  to
               increase the number of our authorized shares of common stock from
               75,000,000  to  200,000,000  (the  "Authorization  of  Securities
Proposal")                                        

           ____ FOR              ____ AGAINST               ____ ABSTAIN

DEFR14A Last Page of 16 TOC 1st Previous Next ↓Bottom Just 16th
It is understood  that when properly  executed,  this proxy will be voted in the
manner  directed  herein  by the  undersigned  shareholder.  WHERE NO  CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED IN FAVOR OF ITEMS (1), (2)
AND (3) ABOVE.                                                                  

          The undersigned  hereby revokes all previous  proxies  relating to the
shares covered hereby and confirms all that said Proxy or her substitutes may do
by virtue hereof.                                                               

Please  sign  exactly  as name  appears  below.  When  shares  are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full  corporate  name by President  or other  authorized  officer.  If a
partnership, please sign in partnership name by authorized person.              

Dated:_______________, 2008                                                     
                                    ____________________________
                 Signature

                                    ____________________________
                                 Signature if held jointly

PLEASE MARK,  SIGN,  DATE AND RETURN THE                                        
PROXY CARD  PROMPTLY  USING THE ENCLOSED                                        
ENVELOPE.                                                                       

[ ]  PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.

DEFR14A	1st Page of 16	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEFR14A	2nd Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEFR14A	3rd Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEFR14A	4th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEFR14A	5th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEFR14A	6th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEFR14A	7th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEFR14A	8th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEFR14A	9th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEFR14A	10th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEFR14A	11th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 11th

DEFR14A	12th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 12th

DEFR14A	13th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 13th

DEFR14A	14th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 14th

DEFR14A	15th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 15th

DEFR14A	Last Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 16th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	2/2/12	10
	2/2/09	10
	12/31/08	13		NT 10-K
	8/4/08	2	15
	7/7/08	2	14
	6/30/08	2	15	10-Q
Filed on / Effective on:	6/26/08
	5/5/08	12
	2/2/08	10
	12/31/07	6	14	10-K, 10-K/A
	2/2/07	10
	10/25/02	6	7
				List all Filings

↑Top

Filing Submission 0001010549-08-000533 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Soyo Group Inc – ‘DEFR14A’ on 6/26/08

On: Thursday, 6/26/08, at 11:30am ET · Effective: 6/26/08 · Accession #: 1010549-8-533 · File #: 333-42036

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents