NYXIO TECHNOLOGIES Corp - FORM 10-Q

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EX-31.1 - NYXIO TECHNOLOGIES Corp	v223577_ex31-1.htm
EX-31.2 - NYXIO TECHNOLOGIES Corp	v223577_ex31-2.htm
EX-32 - NYXIO TECHNOLOGIES Corp	v223577_ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2011

¨	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 or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

1694 Falmouth Road, Suite 150 Centerville, Massachusetts 02632-2933
(Address of principal executive offices) (Zip Code)

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

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 to 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 May 20, 2011
Common stock, $.001 par value		26,150,331

LED POWER GROUP, INC.

FORM 10-Q

March 31, 2011

INDEX

		PAGE
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		2

Condensed Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010 (Audited)		2

Condensed Statements of Operations for the three month periods ended March 31, 2011 and 2010 and for the period from June 8, 2006 (inception) to March 31, 2011 (Unaudited)		3

Condensed Statements of Stockholders’ Equity (Deficit) for the period from June 8, 2006 (inception) to March 31, 2011 (Unaudited)		4

Condensed Statements of Cash Flows for the three-month periods ended March 31, 2011 and 2010 and for the period from June 8, 2006 (inception) to March 31, 2011 (Unaudited)		5

Notes to Condensed Financial Statements		6

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations		10

Item 3. Qualitative and Quantitative Disclosures About Market Risk		12

Item 4. Controls and Procedures		12

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		13

Item 1A. Risk Factors		13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		13

Item 3. Defaults Upon Senior Securities		13

Item 4. Removed and Reserved		13

Item 5. Other Information		13

Item 6. Exhibits		13

Signatures		14

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q 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, 2010, filed on April 15, 2011.

As used in this Form 10-Q, “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 relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. 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
	March 31, 2011			December 31, 2010
	(Unaudited)			(Audited)
ASSETS

Current assets
Cash	$	65		$	279
Prepaid expenses		6,000			-
Total current assets		6,065			279

Total assets	$	6,065		$	279

LIABILITIES and STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	51,323		$	51,470
Advances		7,000			5,001
Notes payable		17,007			17,007
Convertible demand notes payable		-			200,301
Total current liabilities		75,330			273,779

Total liabilities		75,330			273,779

STOCKHOLDERS' DEFICIT

Capital stock
Common - 200,000,000 shares authorized at $0.001 par value
25,404,016 shares issued and outstanding at March 31, 2011 and December 31, 2010.		25,404			25,404
Shares to be issued, 746,315 at March 31, 2011		223,894			-
Additional paid in capital		8,518,636			8,518,636
Deficit accumulated during development stage		(8,837,199	)		(8,817,540	)

Total stockholders' deficit		(69,265	)		(273,500	)

Total liabilities and stockholders' deficit	$	6,065		$	279


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

LED Power Group, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the Three Months Ended March 31, 2011 and 2010
And for the Period from June 8, 2006 [Inception] to March 31, 2011

	Three months ended March 31						Period from June 8, 2006 [Inception] to March 31, 2011
	2011			2010			Period from June 8, 2006 [Inception] to March 31, 2011

Revenues	$	-		$	-		$	-

Operating expenses
General and administrative		757			1,671			21,928
Executive compensation		7,500			7,500			70,000
Professional fees		6,355			33,723			221,787
Investor relations and marketing		-			22,500			199,282
Loss from operations		14,612			65,394			512,997

Other income and expenses
Impairment of mineral rights		-			-			(15,000	)
Impairment of license		-			-			(8,280,000	)
Interest expense		(5,047	)		(1,480	)		(29,202	)
		(5,047	)		(1,480	)		(8,324,202	)

Net loss	$	(19,659	)	$	(66,874	)	$	(8,837,199	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding		25,404,016			25,629,016

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

LED Power Group, Inc.
(A Development Stage Company)
Condensed Statements of Stockholders' Equity (Deficit)
For the period from June 8, 2006 [Inception] to March 31, 2011


									Additional Paid-In Capital		Accumulated Deficit during Development Stage			Total Stockholders' Equity (Deficit)
	Common Stock						Shares
	Number			Amount			to be issued

Balance, at inception		-		$	-		$	-	$	-	$	-		$	-
Stock issued to founders for cash		750,001			750			-		14,250		-			15,000
Net loss from inception (June 8, 2006) to December 31, 2006												(15,855	)		(15,855	)
Balance, December 31, 2006		750,001			750			-		14,250		(15,855	)		(855	)
Retirement of founders' common stock		(250,000	)		(250	)				250		-			-
Net loss for year		-			-					-		(16,690	)		(16,690	)
Balance, December 31, 2007		500,001			500			-		14,500		(32,545	)		(17,545	)
Net loss for year		-			-					-		(70,296	)		(70,296	)
Balance, December 31, 2008		500,001			500			-		14,500		(102,841	)		(87,841	)
Stock issued for license		225,000			225					8,279,775		-			8,280,000
Stock issued for cash		1,000,000			1,000					9,000		-			10,000
Stock issued for debt conversion		23,904,015			23,904					215,136		-			239,040
Net loss for year		-			-					-		(8,541,509	)		(8,541,509	)
Balance, December 31, 2009		25,629,016			25,629			-		8,518,411		(8,644,350	)		(100,310	)
Stock returned to treasury		(225,000	)		(225	)				225		-			-
Net loss for year		-			-					-		(173,190	)		(173,190	)
Balance, December 31, 2010		25,404,016		$	25,404		$	-	$	8,518,636	$	(8,817,540	)	$	(273,500	)
Shares to be issued for debt		-			-			223,894		-		-			223,894
Net loss for period		-			-			-		-		(19,659	)		(19,659	)
Balance, March 31, 2011		25,404,016		$	25,404		$	223,894	$	8,518,636	$	(8,837,199	)	$	(69,265	)

*The common stock issued has been retroactively restated to reflect forward stock splits of 4 new shares for 1 old share, effective January 4, 2008, a 2.5 new shares for 1 old share, effective January 16, 2009 and a 1 new share for 100 old shares, effecti

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

LED Power Group, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Three Months Ended March 31, 2011 and 2010
And for the Period from June 8, 2006 [Inception] to March 31, 2011

	Three months ended March 31						Period from June 8, 2006 [Inception] to March 31, 2011
	2011			2010			Period from June 8, 2006 [Inception] to March 31, 2011

Operating activities
Net loss	$	(19,659	)	$	(66,874	)	$	(8,837,199	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Items not affecting cash:
Impairment of license		-			-			8,280,000
Impairment of mineral rights		-			-			15,000
Changes in:
Accrued interest		5,047			1,480			18,053
Prepaid expenses		(6,000	)		5,287			(6,000	)
Accounts payable and accrued liabilities		(602	)		(3,266	)		50,868
Cash used in operating activities		(21,214	)		(63,373	)		(479,278	)

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

Financing activities
Proceeds from issue of common stock		-			-			25,000
Proceeds from demand notes		-			48,178			426,335
Proceeds from notes payable to related parties		-			-			17,007
Proceeds from advances		21,000			15,037			26,001
Cash flows provided by financing activities		21,000			63,215			494,343

Net (decrease) increase in cash		(214	)		(158	)		65

Cash, beginning of period		279			206			-

Cash, end of period	$	65		$	48		$	65

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

SUPPLEMENTAL NON-CASH DISCLOSURES

Common stock issued for license	$	-		$	-		$	8,280,000
Common stock issued for convertible notes	$	-		$	-		$	239,040
Common stock to be issued for convertible notes	$	223,894		$	-		$	223,894

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

March 31, 2011

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 (“LPI”) and Drayton Acquisition Sub, Inc., our wholly-owned subsidiary, whereby Drayton Acquisition Sub, Inc. merged with and into LPI, with LPI 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. (“Trussnet”) for all of the issued and outstanding shares of LPI. LPI 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, LPI was licensed the exclusive rights to certain intellectual property owned by Licensors in relation to the production of LED products.

Effective August 23, 2010, the Company entered into a rescission agreement with Trussnet, Trussnet Capital Partners (HK) Ltd. (“TCP”), and Coach Capital, LLC (the “Rescission Agreement”), whereby the Company agreed to the rescission of the Assignment Agreement. In consideration of the rescission of the Assignment Agreement, TCP and Trussnet agreed to surrender for cancellation and relinquish any and all ownership interests in 225,000 shares of the Company’s common stock issued in connection with the Assignment Agreement. The shares were returned to treasury and cancelled.

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

These condensed 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 condensed 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 March 31, 2011, the Company had not yet achieved profitable operations, had accumulated losses of $8,837,199 since its inception, had a working capital deficiency of $69,265 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 year ended December 31, 2007, the Company received $17,007 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 March 31, 2011 and December 31, 2010, these notes are included on the balance sheets.

4.	Demand notes payable

During the fiscal year ended December 31, 2009, and during the fiscal year ended December 31, 2010, the Company received $178,229 pursuant to 8 convertible promissory notes. The notes are unsecured, bear interest at 10% per annum calculated annually, and are 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 notes 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 December 31, 2010, the Company has accrued $11,860 in interest pursuant to these notes. During the quarter ended March 31, 2011, the Company accrued an additional $4,346 in interest pursuant to these notes.

On March 30, 2011, these notes, including accrued interest, were converted into shares of common stock of the Company, at $0.30 per share, as follows:


Date	Principal		Accrued interest		Shares issued for conversion
30-Dec-09	$	22,557	$	2,812		84,563
31-Dec-09	$	10,994		1,367		41,204
1-Mar-10	$	30,635		3,307		113,140
6-Mar-10	$	17,817		1,898		65,718
4-May-10	$	17,978		1,621		65,331
5-May-10	$	30,312		2,732		110,147
23-Jun-10	$	2,900		223		10,409
30-Sep-10	$	45,036		2,245		157,605

	$	178,229	$	16,206		648,117

Accordingly, at March 31, 2011, the Company is obligated to issue 648,117 shares of common stock pursuant to the conversion of these notes.

During the fiscal year ended December 31, 2010, the Company received an additional $10,145 pursuant to 3 convertible promissory notes. The notes are unsecured, bear interest at 10% per annum calculated annually, and are due on demand. Default in payment shall, at the option of the holder, render the entire balance payable. The notes 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 December 31, 2010, the Company has accrued $668 in interest pursuant to these notes. During the quarter ended March 31, 2011, the Company accrued an additional $247 in interest pursuant to these notes.

On March 30, 2011, these notes, including accrued interest, were converted into shares of common stock of the Company, at $0.30 per share, as follows:


Date	Principal		Accrued interest		Shares issued for conversion
4-Nov-10	$	3,500	$	141		12,137
11-Nov-10	$	645		25		2,234
31-Dec-10	$	6,000		148		20,493

	$	10,145	$	314		34,864

Accordingly, at March 31, 2011, the Company is obligated to issue 34,864 shares of common stock pursuant to the conversion of these notes.

Advances

At December 31, 2010, the Company owed $5,001 pursuant to cash advances. During the quarter ended March 31, 2011, the Company received an additional $21,000 in cash advances. These advances do not accrue interest and do not have specific terms of repayment.

On March 30, 2011, $19,000 of these advances were converted into shares of common stock of the Company, at $0.30 per share. Accordingly, at March 31, 2011, the Company is obligated to issue 63,334 shares of common stock pursuant to the conversion of these advances.

6.	Capital stock

The Company’s authorized share capital consists of 200,000,000 shares of common stock with a par value of $0.001.

Effective August 23, 2010, 225,000 shares that had been issued to Trussnet in January 2009 in connection with a licensing agreement were returned to treasury for cancellation.

On March 30, 2011, the Company committed to issue 746,315 shares of common stock pursuant to various debt conversions as detailed in notes 4 and 5.

At March 31, 2011, the Company had 25,404,016 shares of common stock issued and outstanding (December 31, 2010 – 25,404,016).

At March 31, 2011 and December 31, 2010, the Company had no outstanding options or warrants.

7.	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, and are outstanding at March 31, 2011 and December 31, 2010;

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 continues on a month to month basis and can be terminated by either party with 30 days notice. During each of the quarters ended March 31, 2011 and 2010, $30,000 was paid or accrued pursuant to this agreement.

8.	Commitments

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 continues on a month to month basis.

9.	Subsequent events

Participation Agreement

On April 14, 2011, the Company entered into an Assignment and Assumption Agreement (the “Assumption Agreement”) with American Petro-Hunter Inc., a Nevada corporation (“American Petro”), pursuant to which the Company acquired from American Petro for $30,000, all of its rights pursuant to a Participation Agreement (the “Participation Agreement”) with Archer Exploration, Inc. (“Archer”) to participate in the drilling for natural gas on a prospect located in Stanislaus County, California. Pursuant to the Participation Agreement, American Petro paid to Archer $200,000 for all costs in connection with the acquisition and operation of the prospect until completion of an initial test well in exchange for a 25% working interest in the prospect. The assignment of the 25% interest to the Company will only be made upon the successful completion of the initial test well. The Company will also be responsible for 25% of all expenditures in connection with the development and operation of the prospect for drilling. The Company may elect not to participate in additional expenditures in connection with the prospect at which time the Company will forfeit any interests we have in the prospect.

Issuance of shares for conversion of notes and advances

Subsequent to March 31, 2011, the Company issued 746,315 shares of common stock pursuant to the conversion of $204,894 in convertibles notes, and of $19,000 in advances.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

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

LED Power Group, Inc. (“we”, “us”, “our” or the “Company”) was organized under the laws of the State of Nevada on June 8, 2006 under the name “Drayton Harbor Resources, Inc.” and was 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 towards the end of 2008 to the research, development, manufacturing and sales of light-emitting diode (LED) products.

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 (“LPI”) and Drayton Acquisition Sub, Inc., our wholly-owned subsidiary, whereby Drayton Acquisition Sub, Inc. merged with and into LPI, with LPI 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. (“Trussnet”) for all of the issued and outstanding shares of LPI. LPI 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, LPI was licensed the exclusive rights to certain intellectual property owned by Licensors in relation to the production of LED products.

We were previously involved in a dispute with Trussnet involving the Assignment Agreement, and until such dispute was resolved, we were unable to utilize the intellectual property licensed thereunder to develop LED products. On August 16, 2010, we entered into a Rescission Agreement with Trussnet, Trussnet Capital Partners (HK) Ltd. (“TCP”), and Coach Capital, LLC (the “Rescission Agreement”), whereby we agreed to the rescission of the Assignment Agreement. In consideration of the rescission of the Assignment Agreement, TCP and Trussnet agreed to surrender for cancellation and relinquish any and all ownership interests in 225,000 shares of our common stock issued in connection with the Assignment Agreement.

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, LPI, 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 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.

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.

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 December 10, 2009, we issued an additional 23,904,015 shares of our common stock pursuant to the conversion of demand notes payable.

On March 30, 2011, $223,894 in notes, accrued interest and cash advances were converted into shares of common stock, at $0.30 per share, and, accordingly, the Company issued 746,315 shares of common stock on April 1, 2011.

We have not generated any revenue from our business operations to date. We were unable to exploit our license under the Assignment Agreement to generate revenues prior to the resolution of our dispute with Trussnet. However, the resolution of this dispute terminated our license under the Assignment Agreement. Although our Board of Directors’ preference would be to obtain funding and license new technology to develop LED products, our Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, asset purchase, or similar transaction to either develop our LED product business or enter new markets.

Subsequent to our fiscal year ended December 31, 2010, on April 14, 2011, we entered into an Assignment and Assumption Agreement (the “Assumption Agreement”) with American Petro-Hunter Inc., a Nevada corporation (“American Petro”), pursuant to which we acquired from American Petro for $30,000, all of its rights pursuant to a Participation Agreement (the “Participation Agreement”) with Archer Exploration, Inc. (“Archer”) to participate in the drilling for natural gas on a prospect located in Stanislaus County, California. Pursuant to the Participation Agreement, American Petro paid to Archer $200,000 for all costs in connection with the acquisition and operation of the prospect until completion of an initial test well in exchange for a 25% working interest in the prospect. The assignment of the 25% interest to us will only be made upon the successful completion of the initial test well. We will also be responsible for 25% of all expenditures in connection with the development and operation of the prospect for drilling. We may elect not to participate in additional expenditures in connection with the prospect at which time we will forfeit any interests we have in the prospect. American Petro conducted a seismic shoot on August 10, 2009. The results of the seismic indicate the need to reprocess the data and potentially add additional seismic lines to identify the test well locations. We are planning additional seismic shoots and the combined data packages will be used to evaluate whether there is a suitable location for a test well. There are no assurances that we will be successful in implementing our new strategy.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) 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 Notes 3, 4, 5 and 6 to our financial statements for the fiscal year ended December 31, 2010 included in our Annual Report on 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, 2010 filed on April 15, 2011.

The financial statements mentioned above have been prepared in conformity with U.S. GAAP.

Comparison of three-month periods ended March 31, 2011 and March 31, 2010

Operating and other expenses

During the three-month periods ended March 31, 2011 and 2010, we incurred total expenses of $19,659 and $66,874, respectively. 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 and interest expense.

Liquidity and Capital Resources

As of March 31, 2011, we had cash of $65 and working capital deficiency of $69,265. During the three-month period ended March 31, 2011, we funded our operations from the proceeds of advances. We are currently seeking further financing, and we believe that will provide sufficient working capital to fund our operations for at least the next six 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.

We raised $21,000 during the three-month period ended March 31, 2011 from cash advances.

We anticipate that our cash requirements will be not be significant in the near term as we only recently resolved our dispute with Trussnet, which rendered us unable to exploit our licensed intellectual property. We expect to continue to use cash to fund operations for at least the remainder of our fiscal year ended December 31, 2011 until we are able to implement our business and marketing plans with respect to exploring and exploiting any oil and gas interests.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, who is also our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the period covered by this report, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

We have had very limited operations, and there were no changes in our internal controls over financial reporting that occurred during the quarterly period ended March 31, 2011 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.

None.

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

At December 31, 2010, the Company owed $5,001 pursuant to cash advances. During the quarter ended March 31, 2011, the Company received an additional $21,000 in cash advances. On March 30, 2011, $19,000 of these advances were converted into shares of common stock of the Company, at $0.30 per share. Subsequent to March 31, 2011, the Company issued 63,334 shares of common stock pursuant to the conversion of these advances. These shares were issued in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for issuances to “accredited” investors under state securities laws.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

Exhibit Number		Name

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LED POWER GROUP, INC.


Dated: May 20, 2011	/s/ John J. Lennon
	By: John J. Lennon
	Its: President, Secretary, Treasurer and Director
	(Principal Executive Officer)

Dated: May 20, 2011	/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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