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EX-10 - EX-10 AMENDED AGREEMENT AND PLAN OF REORGANIZATION - SILICON SOUTH INCsilicon8k102610ex10.htm

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


September 25, 2010

Date of Report


September 25, 2010

(Date of earliest event reported)


Silicon South, Inc.

(Exact name of registrant as specified in its charter)


Nevada

000-51906

77-0458478

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


123 West Nye Lane, Ste. 129

Carson City, NV  

(Address of principal executive offices, including zip code)


702-772-8186

(Registrant’s telephone number, including area code)


(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:


     . Written communications pursuant to Rule 425 under the Securities Act

     . Soliciting material pursuant to Rule 14a-12 under the Exchange Act

     . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

     . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act




Item 1.01

Entry into a Material Definitive Agreement


On August 23, 2010, the Company entered into a definitive Agreement and Plan of Reorganization with Alpha Wastewater, Inc. whereby the parties have agreed to exchange 40,000,000 shares of restricted common stock of the Company for 40,000,000 shares of restricted common stock of Alpha Wastewater, Inc., thereby making Alpha Wastewater, Inc. a wholly owned subsidiary of Silicon South, Inc.  In addition to the exchange of shares, the Agreement requires the Company to issue options to Thurman Investments Corporation, Inc. and/or assigns for the purchase of up to 2,475,000 shares of the Company’s restricted common stock at a price of $.001 per share, which option shall expire four business days following closing of the Agreement.  The Company is also required to issue options to Zylo, Inc. and/or its assigns to purchase 2,200,000 shares of the Company’s restricted common stock at par value of $0.001 for a period of one year from closing date of any financing of up to $5,000,000 directly or indirectly through introductions provided by Zylo, Inc.


At closing, Mr. Zagros Shahvaran will resign as the sole officer and director after appointing Mr. Brian L. Hauff to the board of directors and as President.  Mr. Shenfeng (Justin) Wang will be appointed Secretary and Treasurer of the Company.


On October 25, 2010, the parties agreed to amend the Agreement and Plan of Reorganization to extend the closing date to November 10, 2010, remove the requirement to issue options to Zylo, Inc. and or its assigns, add piggy-back registration rights for current shareholders, and require the Company to obtain shareholder approval to increase its authorized common stock following closing of the transaction.


Closing of this transaction is dependent upon completion of satisfactory due diligence.


Item 9.01

Financial Statements and Exhibits


Exhibit No.

Title

Location


10.0

Amended Agreement and Plan of Reorganization

Attached


SIGNATURES

 

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.



SILICON SOUTH, INC.




/s/ Zagros Shahvaran            

Zagros Shahvaran, President



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