NYXIO TECHNOLOGIES Corp - FORM 10-Q/A

Attached files

file	filename
EX-32 - NYXIO TECHNOLOGIES Corp	v168118_ex32.htm
EX-31.2 - NYXIO TECHNOLOGIES Corp	v168118_ex31-2.htm
EX-31.1 - NYXIO TECHNOLOGIES Corp	v168118_ex31-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

¨	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 333-137160

LED POWER GROUP, INC.

(Exact name of registrant as specified in its charter)

NEVADA		98-0501477
(State of incorporation)		(IRS Employer ID No.)

1694 Falmouth Road, Suite 150 Centerville, Massachusetts USA, 02632-2933

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (508) 362-4420

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required o submit and post such files). 

¨Yes ¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if smaller reporting company)

Smaller Reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of December 3, 2009
Common stock, $.001 par value		1,725,001

EXPLANATORY NOTE

LED Power Group, Inc. (the “Company”) is filing this Amendment No. 1 to Form 10-Q (the "Amended Form 10-Q/A"), which amends the Quarterly Report on Form 10-Q for the period ended September 30, 2009, that the Company filed with the Securities and Exchange Commission on November 13, 2009, to include in the “Other Information” section of this Amended Form 10-Q/A a complete list of all Notes and Convertible outstanding at the time of this report in this Amended Form 10-Q/A. The Company is also filing this Amended Form 10-Q/A to amend the Financial Statements and Notes as reported in the Form 10-Q as originally filed to accurately classify and describe the Notes and Convertible Notes outstanding at the time of this report in this Amended Form 10-Q/A. Except as so amended, this Amended Form 10-Q/A does not modify or update any other disclosures set forth in the Form 10-Q as originally filed, and the contents of the Form 10-Q as originally filed have not otherwise been modified or changed.

LED POWER GROUP, INC.

FORM 10-Q/A

September 30, 2009

INDEX

		PAGE
Part I. FINANCIAL INFORMATION		5

Item 1. Financial Statements		5

Condensed Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008 (Audited)		5

Condensed Statements of Operations for the three and nine month periods ended September 30, 2009 and 2008 and for the period from June 8, 2006 (inception) to September 30, 2009 (Unaudited).		6

Condensed Statements of Cash Flows for the three and nine month periods ended September 30, 2009 and 2008 and for the period from June 8, 2006 (inception) to September 30, 2009 (Unaudited).		7

Notes to Condensed Financial Statements		8

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations		13

Item 3. Qualitative and Quantitative Disclosures About Market Risk		15

Item 4. Controls and Procedures		15

Part II. OTHER INFORMATION		16

Item 1. Legal Proceedings		16

Item 1A. Risk Factors		16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18

Item 3. Defaults Upon Senior Securities		18

Item 4. Submission of Matters to a Vote of Security Holders		19

Item 5. Other Information		19

Item 6. Exhibits		20

Signature Page		21

Certifications
Exhibit 31.1
Exhibit 31.2
Exhibit 32

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q/A contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation and other circumstances affecting anticipated revenues and costs, and the risk factors set forth below under the heading “Risk Factors” and set forth in our Annual report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 31, 2009.

As used in this Form 10-Q/A, “we,” “us” and “our” refer to LED Power Group, Inc., which is also sometimes referred to as the “Company.”

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING

STATEMENTS

The forward-looking statements made in this report on Form 10-Q/A relate only to events or information as of the date on which the statements are made in this report on Form 10-Q/A. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LED Power Group, Inc.

(A Development Stage Company)

Condensed Balance Sheets

	September 30, 2009			December 31, 2008
	(Unaudited)			(Audited)
ASSETS

Current assets
Cash	$	10,206		$	10
Prepaid expenses		431			10,000
Total current assets		10,637			10,010

Total assets	$	10,637		$	10,010

LIABILITIES and STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	62,095		$	39,576
Notes payable to related parties		17,007			17,007
Demand notes payable		220,707			41,258
Advances		5,620			10
Total current liabilities		305,429			97,851

Total liabilities		305,429			97,851

STOCKHOLDERS' DEFICIT

Capital stock
Common - 6,000,000 shares authorized at $0.001 par value,
1,725,001 and 500,000 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively.		1,725			500
Additional paid in capital		8,303,275			14,500
Deficit accumulated during exploration stage		(8,599,792	)		(102,841	)

Total stockholders' deficit		(294,792	)		(87,841	)

Total liabilities and stockholders' deficit	$	10,637		$	10,010

The accompanying notes are an integral part of these condensed financial statements.

LED Power Group, Inc.

(A Development Stage Company)

Condensed Statements of Operations

For the Three and Nine Months Ended September 30, 2009 and 2008

And for the period from June 8, 2006 [Inception] to September 30, 2009

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,						Period from June 8, 2006 [Inception] to
	2009			2008			2009			2008			September 30, 2009

Revenues	$	-		$	-		$	-		$	-		$	-

Operating expenses
Corporate fees		770			-			14,585			-			15,890
Executive compensation		7,500			-			22,500			-			25,000
Professional fees		11,988			9,809			78,212			23,083			139,497
Investor relations and marketing		22,930			-			93,406			-			115,906
Loss from operations		43,188			9,809			208,703			23,083			296,293

Other income and expenses
Impairment of mineral rights		-			-			-			-			(15,000	)
Impairment of license		-			-			(8,280,000	)		-			(8,280,000	)
Interest expense		(4,158	)		-			(8,248	)		-			(8,499	)
		(4,158	)		-			(8,288,248	)		-			(8,303,499	)

Net loss	$	(47,346	)	$	(9,809	)	$	(8,496,951	)	$	(23,083	)	$	(8,599,792	)

Net loss per share - basic and diluted	$	(0.06	)	$	(0.02	)	$	(11.51	)	$	(0.05	)

Weighted average shares outstanding		790,935			500,000			737,960			500,000

The accompanying notes are an integral part of these condensed financial statements.

LED Power Group, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the nine Months Ended September 30, 2009 and 2008
And for the period from June 8, 2006 [Inception] to September 30, 2009
(Unaudited)

	Nine months ended September 30,						Period from June 8, 2006 [Inception] to
	2009			2008			September 30, 2009

Operating activities
Net loss	$	(8,496,951	)	$	(23,083	)	$	(8,599,792	)
Adjustments to reconcile net loss to net cash used in operating activities:
Item not affecting cash:
Impairment of license		8,280,000			-			8,280,000
Impairment of mineral rights		-			-			15,000
Changes in:
Accrued interest		8,248			-			8,248
Prepaid expenses		9,569			-			(431	)
Accounts payable and accrued liabilities		22,519			23,083			62,095
Cash used in operating activities		(176,615	)		-			(234,880	)

Investing Activities
Acquisition of mineral rights		-			-			(15,000	)
Cash flows used in investing activities		-			-			(15,000	)

Financing activities
Proceeds from issue of common stock		10,000			-			17,500
Proceeds from demand notes		171,201			-			212,469
Proceeds from notes payable to related parties		-			-			17,007
Proceeds from advances		5,610			-			5,610
Additional paid in capital		-			-			10,000
Retirement of founders' common stock		-			-			(2,500	)
Cash flows provided by financing activities		186,811			-			260,086

Net increase (decrease) in cash		10,196			-			10,206

Cash, beginning of period		10			-			-

Cash, end of period	$	10,206		$	-		$	10,206

SUPPLEMENTAL CASH DISCLOSURES
Cash paid for:
Income taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

SUPPLEMENTAL NON-CASH DISCLOSURES

Common stock issued for license	$	8,280,000		$	-		$	8,280,000

The accompanying notes are an integral part of these condensed financial statements.

LED Power Group, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

September 30, 2009

1. Basis of presentation

The accompanying unaudited condensed financial statements of LED Power Group, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

2.	Nature of operations and going concern

LED Power Group, Inc. (the “Company”) was incorporated in the State of Nevada, United States of America, on June 8, 2006, under the name Drayton Harbor Resources, Inc.

The Company had limited operations acquiring and exploring mineral interests and, during the fiscal year ended December 31, 2008, relinquished its rights to the mineral interest and changed its business focus to the research, development, manufacturing and sales of light-emitting diode (LED) products. In furtherance of its business objectives, on January 12, 2009, the Company entered into a definitive Agreement and Plan of Merger with LED Power Group, Inc. f.k.a. LED Power, Inc., a Nevada corporation ("LPG") and Drayton Acquisition Sub, Inc., wholly-owned subsidiary of the Company, incorporated on December 3, 2008, whereby Drayton Acquisition Sub, Inc. merged with and into LPG, with LPG remaining as the surviving entity and becoming its wholly-owned subsidiary. LPG has limited operations and owns the rights to an assignment agreement with Jumbo Power Technology Ltd., Liao Pheng-Piao and Liu Chih-Chun (“Licensors”) dated December 2008 (the “Assignment Agreement”). Under the terms of the Assignment Agreement, LPG was licensed the exclusive rights to certain intellectual property owned by Licensors in relation to the production of LED products.

The Company is listed on the Over-the-Counter Bulletin Board under the symbol LPWR.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $8,599,792 since its inception, has a working capital deficiency of $294,792 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

3.	Notes payable to related parties

During the fiscal year ended December 31, 2007, the Company received $17,006 pursuant to promissory notes with two of its former directors. The notes are unsecured, bear no interest and don’t have any specific terms of repayment. At September 30, 2009 and December 31, 2008, these notes are included on the balance sheets.

4.	Demand notes payable

On February 4, 2008, the Company received $636 pursuant to a convertible promissory note. The note is unsecured, bears no interest and is due on demand. The note can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion.

On June 25, 2008, the Company received $6,432 pursuant to a convertible promissory note. The note is unsecured, bears no interest and is due on demand. The note can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion.

On October 17, 2008, the Company received $632 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $60 in interest has been accrued pursuant to this note.

On November 7, 2008, the Company received $990 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $89 in interest has been accrued pursuant to this note.

On November 24, 2008, the Company received $7,265 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $617 in interest has been accrued pursuant to this note.

On December 4, 2008, the Company received $15,053 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $1,237 in interest has been accrued pursuant to this note.

On December 17, 2008, the Company received $10,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $786 in interest has been accrued pursuant to this note.

On January 15, 2009, the Company received $3,701 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $262 in interest has been accrued pursuant to this note.

On January 20, 2009, the Company received $20,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $1,386 in interest has been accrued pursuant to this note.

On January 22, 2009, the Company received $10,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $688 in interest has been accrued pursuant to this note.

On April 6, 2009, the Company received $37,500 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $1,818 in interest has been accrued pursuant to this note.

On May 26, 2009, the Company received $5,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $174 in interest has been accrued pursuant to this note.

On May 28, 2009, the Company received $5,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $171 in interest has been accrued pursuant to this note.

On July 15, 2009, the Company received $35,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 6% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $443 in interest has been accrued pursuant to this note.

On July 17, 2009, the Company received $10,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $205 in interest has been accrued pursuant to this note.

On July 27, 2009, the Company received $778.91 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $14 in interest has been accrued pursuant to this note.

On July 31, 2009, the Company received $4,985 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $83 in interest has been accrued pursuant to this note.

On August 1, 2009, the Company received $14,084.28 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $232 in interest has been accrued pursuant to this note.

On August 17, 2009, the Company received $7,500 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $90 in interest has been accrued pursuant to this note.

On August 31, 2009, the Company received $10,000 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $82 in interest has been accrued pursuant to this note.

On September 1, 2009, the Company received $7,652.47 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion. At September 30, 2009, $61 in interest has been accrued pursuant to this note.

Subsequent to September 30, 2009, on October 15, 2009, the Company received $15,307 pursuant to a convertible promissory note. The note is unsecured, bears interest at 10% per annum calculated annually, and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. The note and accrued can be converted, at the option of the lender, into shares of common stock of the Company, at such price and in such terms as being offered to investors at the time of conversion.

5.	Capital stock

On January 4, 2008, the Company forward split its issued common shares on the basis of four new shares for one old share. The Company increased its authorized share capital from 150 million to 600 million shares.

On January 12, 2009, the Company issued 9,000,000 (pre-split) shares of its common stock to Trussnet Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of LED Power Group, Inc. pursuant to a merger agreement and underlying assignment agreement. Under the terms of the agreements, the Company has acquired the license to exclusive rights of certain intellectual property in relation to the production of LED products. The shares were valued at fair market on the day of the agreements, being $0.92 per share (refer to note 8).

On January 16, 2009, the Company forward split its issued common shares on the basis of 2 and one half new shares for one old share.

On July 27, 2009, the Company reverse split its issued common shares on the basis of one new share for one hundred old shares, and reduced its authorized capital form 600,000,000 to 6,000,000 shares of common stock.

On September 24, 2009, the Company issued 1,000,000 shares of common stock at $0.01 per share, for gross proceeds of $10,000.

Subsequent to September 30, 2009, effective November 2, 2009, the Company amended its articles of incorporation to increase its authorized capital to 200,000,000 shares of common stock.

The number of shares referred to in these financial statements has been restated to give retroactive effect on the stock splits.

6.	Related party transactions

a.	During the fiscal year ended December 31, 2007, the Company received $17,006 pursuant to promissory notes with two of its former directors. The notes are unsecured, bear no interest and don’t have any specific terms of repayment;

In December 2008, the Company entered into a contract for management services with a company controlled by the President and a director of the Company, requiring the payment of $2,500 per month plus applicable expenses for a period of one year, expiring on November 30, 2009. This commitment can be terminated by either party with 30 days notice. During the nine month period ended September 30, 2009, $22,500 was paid or accrued pursuant to this agreement.

7.	Commitments

a.	On November 1, 2008, the Company entered into a contract for investor relations services requiring the payment of $7,500 per month expiring on October 31, 2010. This commitment can be terminated by either party with 90 days written notice;

b.	On November 15, 2008, the Company entered into a contract for communication support services requiring the payment of $3,750 per month expiring on November 14, 2010. This commitment can be terminated by either party with 60 days written notice;

On December 1, 2008, the Company entered into a contract for management consulting services with a company controlled by the President and a director of the Company requiring the payment of $2,500 per month expiring on November 30, 2009. This commitment can be terminated by either party with 30 days written notice.

Merger

On January 12, 2009, the Company entered into a definitive Agreement and Plan of Merger with LED Power Group, Inc. f.k.a. LED Power, Inc., a Nevada corporation ("LPG") and Drayton Acquisition Sub, Inc., our wholly-owned subsidiary, whereby Drayton Acquisition Sub, Inc. merged with and into LPG, with LPG remaining as the surviving entity and becoming the Company’s wholly-owned subsidiary. Under the terms of the Agreement and Plan of Merger, the Company issued 9,000,000 pre-split shares of its common stock to Trussnet Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of LPG. LPG has limited operations and owns the rights to an assignment agreement with Jumbo Power Technology Ltd., Liao Pheng-Piao and Liu Chih-Chun (“Licensors”) dated December 2008 (the “Assignment Agreement”). Under the terms of the Assignment Agreement, LPG was licensed the exclusive rights to certain intellectual property owned by Licensors in relation to the production of LED products. Additionally, on February 2, 2009, the Company merged with our wholly-owned subsidiary LPG for the purposes of effective a name change to “LED Power Group, Inc.”

The 9,000,000 shares were valued at fair market on the day of the agreements, being $0.92 per share. At September 30, 2009, $8,280,000 was recorded for impairment of the license as it does not have marketable value at this time.

9.	Subsequent events

Subsequent to September 30, 2009, effective November 2, 2009, the Company amended its articles of incorporation to increase its authorized capital to 200,000,000 shares of common stock.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this quarterly report. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Background

We were organized under the laws of the State of Nevada on June 8, 2006 under the name “Drayton Harbor Resources, Inc.” and were engaged in the exploration of mineral interest located in British Columbia, Canada. We have relinquished our rights to this mineral interest and changed our focus to the research, development, manufacturing and sales of light-emitting diode (LED) products towards the end of 2008.

In furtherance of our business objectives, on January 12, 2009, we entered into a definitive Agreement and Plan of Merger with LED Power Group, Inc. f.k.a. LED Power, Inc., a Nevada corporation ("LPG") and Drayton Acquisition Sub, Inc., our wholly-owned subsidiary, whereby Drayton Acquisition Sub, Inc. merged with and into LPG, with LPG remaining as the surviving entity and becoming our wholly-owned subsidiary. Under the terms of the Agreement and Plan of Merger, we issued 9,000,000 pre-split shares of our common stock to Trussnet Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of LPG. LPG has limited operations and owns the rights to an assignment agreement with Jumbo Power Technology Ltd., Liao Pheng-Piao and Liu Chih-Chun (“Licensors”) dated December 2008 (the “Assignment Agreement”). Under the terms of the Assignment Agreement, LPG was licensed the exclusive rights to certain intellectual property owned by Licensors in relation to the production of LED products.

To further facilitate our shift in business focus, on January 16, 2009, we effected a 2.5 for 1 forward stock split of all of our issued and outstanding shares of common stock. Additionally, on February 2, 2009, we merged with our wholly-owned subsidiary LPG for the purposes of effecting a name change to “LED Power Group, Inc.” Effective August 10, 2009, we effected a 1 for 100 reverse split of all our issued and outstanding shares of common stock to better position the company for growth for the rest of 2009 and to facilitate investment and broaden ownership, and to ultimately enhance overall shareholder value, resulting in a decrease of the outstanding shares of common stock from 72,500,000 to 725,001 and a decrease of our authorized capital to 6,000,000. Effective November 2, 2009, the Company amended its articles of incorporation to increase its authorized capital to 200,000,000 shares of common stock.

On September 24, 2009 we issued an aggregate of 1,000,000 shares of our common stock for a purchase price of $10,000 to John J. Lennon, our President, resulting in a change of control and Mr. Lennon owning 57.14% of our issued and outstanding shares.

We currently have no revenue from operations. In order to meet our business objectives, we will need to raise additional funds through equity or convertible debt financing. There can be no assurance that we will be successful in raising additional funds and, if unsuccessful, our plans for expanding operations and business activities may have to be curtailed. Any attempt to raise funds, through debt or equity financing, would likely result in dilution to existing shareholders.

Development

Our future operations are dependent upon the identification and successful completion of additional long-term or permanent equity financings, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to roll out our business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

We continue to operate with very limited administrative support, and our current officers and directors continue to be responsible for many duties to preserve our working capital. We expect no significant changes in the number of employees over the next 12 months.

We believe that, with our current efforts to raise capital, we will have sufficient cash resources to satisfy our needs over the next 12 months. Our ability to satisfy cash requirements thereafter will determine whether we achieve our business objectives. Should we require additional cash in the future, there can be no assurance that we will be successful in raising additional debt or equity financing on terms acceptable to our company, if at all.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. Our significant accounting policies are discussed in Note 2 to our financial statements for the fiscal year ended December 31, 2008 included in the Form 10-K.

Results of Operations

The following discussion of the financial condition, results of operations, cash flows and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed on March 31, 2009.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America.

Comparison of Three and Nine month periods ended September 30, 2009 and September 30, 2008

	September 30,		September 30,
Results of Operations, Nine Months Ended	2009		2008

Corporate fees	$	14,585	$	-
Executive compensation		22,500		-
Professional fees		78,212		23,083
Impairement of license		8,280,000		-
Investor relations and marketing		93,406		-
Interest expense		8,248		-
	$	8,496,951	$	23,083

	September 30,		September 30,
Results of Operations, Three Months Ended	2009		2008

Corporate fees	$	770	$	-
Executive compensation		7,500		-
Professional fees		11,988		9,809
Impairement of license		-		-
Investor relations and marketing		22,930		-
Interest expense		4,158		-
	$	47,346	$	9,809

General and administrative expenses

During the three month periods ended September 30, 2009 and 2008, we incurred total expenses of $47,346 and $9,809, respectively and during the nine month periods ended September 30, 2009 and 2008, we incurred total expenses of $8,496,951 and $23,083. These expenses were related mainly to maintaining a public listing, such as legal and accounting fees, investor relations and marketing as well as filing and registration fees. During the three month period ended June 30, 2009, the company recorded an impairment of $8,280,000 on its license as it does not have marketable value at this time.

Liquidity and Capital Resources

As of September 30, 2009, we had cash of $10,206, and working capital deficiency of $294,792. During the three month period ended September 30, 2009, we funded our operations from the proceeds of convertible notes and the issuance of common stock. We are currently seeking further financing and we believe that will provide sufficient working capital to fund our operations for at least the next 6 months. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future.

For the nine month period ended September 30, 2009, we used net cash of $176,615 in operations. Net cash from operating activities reflected an increase in accounts payable and accrued liabilities of $22,519 and a decrease in prepaids of $9,569.

We raised $171,201 during the nine month period ended September 30, 2009 from convertible notes, $10,000 from the issuance of common stock and $5,610 from cash advances.

Our current cash requirements are limited as we seek viable assets. We expect to continue to use debt and equity financing to fund operations for at least the remaining of our fiscal year ended December 31, 2009, as we look to expand our asset base and execute on our business objectives.

We expect no significant change in the number of our employees.

Off-Balance Sheet Transactions

There are no off-balance sheet items.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

None.

Item 4. Controls and Procedures

Our management with the participation and under the supervision of our Principal Executive Officer and Principal Financial Officer reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective and sufficient to ensure that we record, process, summarize, and report information required to be disclosed in the reports we filed under the Exchange Act within the time periods specified in the Securities and Exchange Commission's rules and regulations, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors That May Affect Our Business, Future Operating Results and Financial Condition

The risks described below are the ones we believe are the most important for you to consider, these risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the trading price of our common stock could decline.

RISKS RELATED TO OUR BUSINESS

Investors should carefully consider the risks described below before deciding whether to invest in our common stock. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are immaterial may also impair our business operations and financial results. If any of the following risks actually occurs, our business, financial condition or results of operations could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. Our filings with the Securities and Exchange Commission also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described below.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

We have incurred losses in prior periods and may incur losses in the future.

We incurred net losses of $8,599,792 for the period from June 8, 2006 (inception) to September 30, 2009. We cannot be assured that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.

If we are unable to obtain additional funding our business operations will be harmed and if we do obtain additional financing our then existing shareholders may suffer substantial dilution.

We will require additional funds to meet our business objectives, and to take advantage of any available business opportunities. In order to meet our obligations, we will have to raise additional funds. Obtaining additional financing will be subject to market conditions, industry trends, investor sentiment and investor acceptance of our business plan and management. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are not successful in achieving financing in the amount necessary to further our operations, implementation of our business plan may fail or be delayed.

If we are unable to successfully recruit qualified managerial and experienced personnel, we may not be able to execute on our business plan.

In order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified managerial and experienced personnel. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under rules proposed by the SEC on August 6, 2006 we are required to include management's report on internal controls as part of our annual report for the fiscal year ending December 31, 2008 pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the fiscal year ending December 31, 2010. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

If LED lighting does not achieve greater market acceptance, or if alternative technologies are developed and gain market traction, prospects for our growth and profitability would be limited.

Our future success depends on increased market acceptance of LED lighting. Potential customers for LED lighting systems may be reluctant to adopt LED lighting as an alternative to traditional lighting technology because of its higher initial cost and relatively low light output per unit in comparison with the most powerful traditional lighting devices. In addition, our potential customers may have substantial investments and know-how related to their existing lighting technologies, and may perceive risks relating to the novelty, complexity, reliability, quality, usefulness and cost-effectiveness of LED products when compared to other lighting sources available in the market. If acceptance of LED lighting does not increase significantly, then opportunities to grow our revenues and operate profitably would be limited. Moreover, if effective new sources of light other than LED devices are developed, our prospective products and current technologies could become less competitive or obsolete. Any of these factors could have a material and adverse impact on our growth and profitability.

The technology used in the LED industry continues to change rapidly and if we are unable to modify our products to adapt to future changes in the LED industry, we will be unable to attract or retain customers.

The LED industry has been characterized by a rapid rate of development of new technologies and manufacturing processes, rapid changes in customer requirements, frequent product introductions and ongoing demands for greater functionality. Our future success will likely depend on our ability to develop new products for use in LED applications and to adjust our product specifications in response to these developments in a timely manner. If our development efforts are not successful or are delayed, or if our newly developed products do not achieve market acceptance, we may be unable to attract or retain customers and our operating results could be harmed.

Our efforts to develop new products involve several risks, including:

•

our ability to anticipate and respond in a timely manner to changes in customer requirements;

•

the significant research and development investment that we may be required to make before market acceptance of a particular new or enhanced product;

•

the possibility that the LED industry may not accept our products after we have invested a significant amount of resources in development; and

•

competition from new technologies, processes and products introduced by our current or future competitors.

The markets in which we operate are very competitive, and many of our competitors and potential competitors are larger, more established and better capitalized than we are.

The markets in which we operate are very competitive and have been characterized by rapid technological change. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses, and failure to increase, or the loss of, market share or expected market share, any of which would likely seriously harm our business, operating results and financial condition.

Some of our competitors and potential competitors are substantially larger and have greater financial, technical, marketing and other resources than we do. Given their capital resources, the large companies with whom we compete or may compete in the future, are in a better position to substantially increase their manufacturing capacity, research and development efforts or to withstand any significant reduction in orders by customers in our markets. Such larger companies typically have broader and diverse product lines and market focus and thus are not as susceptible to downturns in a particular market. In addition, some of our competitors have been in operation much longer than we have and therefore may have more long-standing and established relationships with potential domestic and foreign customers.

We would be at a competitive disadvantage if our competitors bring their products to market earlier, if their products are more technologically capable than ours, or if any of our competitors’ products or technologies were to become preferred in the industry. Moreover, we cannot be assured that potential customers will not develop their own products, or acquire companies with products, that are competitive with our future products. Any of these competitive threats could have a material adverse effect on our business, operating results or financial condition.

We may be subject to numerous environmental laws and regulations, which could expose us to environmental liabilities, increase our manufacturing and related compliance costs or otherwise adversely affect our business and operating results.

We may be subject to a variety of foreign, federal, state and local laws and regulations governing the protection of the environment. These environmental laws and regulations include those relating to the use, storage, handling, discharge, emission, disposal and reporting of toxic, volatile or otherwise hazardous materials used in our planned manufacturing processes. These materials may have been or could be released into the environment at properties operated by us, at other locations during the transport of the materials, or at properties to which we send substances for treatment or disposal. If we were to violate or become liable under environmental laws and regulations or become non-compliant with permits required at some of our planned facilities, we could be held financially responsible and incur substantial costs, including investigation and cleanup costs, fines and civil or criminal sanctions, third-party property damage or personal injury claims. In addition, new laws and regulations or stricter enforcement of existing laws and regulations could give rise to additional compliance costs and liabilities.

Our board of directors does not intend to declare or pay any dividends to our stockholders in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors the board of directors considers relevant. There is no plan to pay dividends in the foreseeable future, and if dividends are paid, there can be no assurance with respect to the amount of any such dividend.

Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders and/or have rights and preferences greater than our common stock.

Pursuant to our Articles of Incorporation, we have, as of the date of this Report, 200,000,000 shares of common stock authorized. As of the date of this Report, we have 1,725,001 shares of common stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders.

A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.

Although our common stock is quoted on the OTCBB under the symbol “LPWR” there is a limited public market for our common stock. No assurance can be given that an active market will develop or that a stockholder will ever be able to liquidate its shares of common stock without considerable delay, if at all. Many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, lack of available credit, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

Our common stock may be subject to the penny stock rules which may make it more difficult to sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market price, as defined, less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as, institutions with assets in excess of $5,000,000 or an individual with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also affect the ability of our stockholders to sell their shares in the secondary market.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

The Company has issued the following Convertible Notes, which are outstanding at the time of this report on Form 10-Q/A:

On October 15, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $15,307.00. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On September 1, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $7,652.47. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On August 31, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $10,000.00. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On August 17, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $7,500.00. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On August 1, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $14,084.28. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On July 31, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $4,985.00. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On July 27, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $778.91. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

On July 17, 2009 we issued a convertible promissory note to a foreign accredited investor for proceeds of $10,000.00. The amount is unsecured and is due on demand. The principal amount bears interest at 10% per annum calculated and payable annually. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of our common stock at such price and on such terms as being offered to investors at the time of conversion. We offered and sold the convertible note in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

Item 6. Exhibits.

Exhibit Number		Name
3.1(1)		Articles of Incorporation of Company, as amended, as filed with the Secretary of State of Nevada on June 8, 2006.

3.1.1(2)		Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of Nevada on February 2, 2008.

3.2(3)		Amended Bylaws of Company

31.1		Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive Officer)

31.2		Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial Officer)

32		Section 1350 Certifications

(1)	incorporated herein by reference to exhibits previously filed on Registrant’s Registration Statement on Form SB-1, filed on September 7, 2006.

(2)	incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on February 5, 2009.

(3)	incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed on May 14, 2009.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LED POWER GROUP, INC.

Dated: December 3, 2009	/s/ John J. Lennon
	By: John J. Lennon
	Its: President, Secretary, Treasurer and Director
	(Principal Executive Officer)

Dated: December 3, 2009	/s/ John J. Lennon
	By: John J. Lennon
	Its: President, Secretary, Treasurer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Attached files

NYXIO TECHNOLOGIES Corp Reports

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