Attached files
| file | filename |
|---|---|
| EX-10.1 - NYXIO TECHNOLOGIES Corp | v194640_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): August 16,
2010
LED
POWER GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
333-137160
|
98-0501477
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
1694
Falmouth Road, Suite 150
Centerville,
Massachusetts
|
02632-2933
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (508) 362-4420
(Former
name or Former Address, if Changed Since Last Report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Section
1 - Registrant’s Business and Operations
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On August
16, 2010, LED Power Group, Inc. (the “Company”), entered into a Rescission
Agreement with Trussnet Capital Partners (HK) Ltd. (“TCP”), Trussnet Capital
Partners (Cayman) Ltd. (“Trussnet Cayman”) and Coach Capital, LLC (the
“Rescission Agreement”), whereby the Company agreed to the rescission of the
Assignment and Assumption Agreement between the Company and TCP, dated January
12, 2009 (the “Assignment Agreement”), and certain agreements related
thereto. Pursuant to the terms of the Assignment Agreement, the
Company had been assigned all of TCP’s rights, title and interest in certain
intellectual property relating to the production of LED products. In
consideration of the rescission of the Assignment Agreement, TCP and Trussnet
Cayman have agreed to surrender for cancellation and relinquish any and all
ownership interests in 225,000 shares of common stock of the Company issued in
connection with the Assignment Agreement and TCP has further agreed to pay
$350,000, in the form of shares of Series A common stock of China Tel Group,
Inc., equal to $350,000 divided by the volume-weighted average closing price of
such shares on the Over the Counter Bulletin Board quotation system for the ten
day period preceding August 16, 2010. The Rescission Agreement is
attached to this report as Exhibit 10.1. The foregoing statement is
not intended to be a complete description of all terms and
conditions.
|
Item
1.02
|
Termination
of a Material Definitive Agreement.
|
The
information disclosed under Item 1.01 of this Current Report on Form 8-K with
respect to the rescission of the Assignment Agreement is incorporated into this
Item 1.02 in its entirety.
Section
9 - Financial Statements and Exhibits
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit
|
||
|
No.
|
Description
|
|
|
10.1
|
Rescission
Agreement dated August 16, 2010, by and between LED Power Group, Inc.
(f.k.a. LED Power, Inc.), Trussnet Capital Partners (HK) Ltd., Trussnet
Capital Partners (Cayman) Ltd., and Coach Capital,
LLC.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
LED
POWER GROUP, INC.
|
||||
|
Date:
August 19, 2010
|
By:
|
/s/
John J. Lennon
|
||
|
John
J. Lennon
|
||||
|
President,
Secretary, Treasurer and Director
|
||||