UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2005
000-32341 84-1485082
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(Commission File Number) (I.R.S. Employer
Identification No.)
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Registrant's telephone number, including area code:
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 (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
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TABLE OF CONTENTS
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS..............................1
SECTION 2. FINANCIAL INFORMATION.............................................1
SECTION 3. SECURITIES AND TRADING MARKETS...................................2
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS..........2
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT...............................2
SECTION 6. RESERVED..........................................................3
SECTION 7. REGULATION FD ....................................................3
SECTION 8. OTHER EVENTS......................................................4
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS................................4
SIGNATURES...................................................................4
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Not applicable.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Not Applicable.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Not Applicable.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Not Applicable.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
Not Applicable.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
Not Applicable.
ITEM 2.06 MATERIAL IMPAIRMENTS.
Not Applicable.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
Not Applicable.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Not Applicable.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Not Applicable.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
Not Applicable.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS: ELECTION OF DIRECTORS:
APPOINTMENT OF PRINCIPAL OFFICERS.
Not Applicable.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The Majority Shareholders submitted their consents to the resolutions described in the Information Statement dated August 22, 2005, to be effective on or before September 22, 2005. In their consents, the Company's Majority Stockholders authorized the board of directors to amend the Company's Articles of Incorporation to change the name of the Company to a new name at the discretion of the board. By written consent in lieu of a meeting pursuant to the General Corporation Law of the State of Delaware, the Majority Shareholders approved an amendment to the Articles of Incorporation to change the name of the Company from "Top Group Holdings, Inc." to "Soyodo Group Holdings, Inc."
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS.
Not Applicable.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.
Not Applicable.
SECTION 6 - [RESERVED]
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
Not Applicable.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
Not Applicable.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
a) Financial Statements - Not Applicable
b) Exhibits - 3.2 Certificate of Amendment to Articles of Incorporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 22, 2005
/s/Ru-hua Song
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Ru-hua Song, President
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EXHIBIT 3.2
DELAWARE
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "TOP GROUP HOLDINGS, INC.", CHANGING ITS NAME FROM "TOP GROUP HOLDINGS, INC." TO "SOYODO GROUP HOLDINGS, INC.", FILED IN THIS OFFICE ON THE TWELFTH DAY OF JULY, A.D. 2005, AT 12:43 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[ SEAL] /s/Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
3624374 8100 AUTHENTICATION: 4016379
050574965 DATE: 07-13-05
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STATE OF DELAWARE
Secretary of State
Division of Corporations
Delivered 12:43PM 07/12/2005
Filed 12:43PM 07/12/2005
SRV 050574965 - 3624374 File
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TOP GROUP HOLDINGS, INC.
The undersigned corporation, in order to amend its Certificate of Incorporation, hereby certifies as follows:
FIRST: The name of the Corporation is:
TOP GROUP HOLDINGS, INC.
SECOND: The corporation hereby amends its Certificate of Incorporation as follows:
Paragraph First of the Certificate of Incorporation, relating to the name of the Corporation is hereby amended to read as follows:
FIRST: The name of the corporation is:
SOYODO GROUP HOLDINGS, INC.
THIRD: The amendment effected herein was authorized by the affirmative vote
of the holders of a majority of the outstanding shares entitled to
vote thereon at a meeting of shareholders pursuant to Sections 222 and
242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury this 11th day of July, 2005.
s/Ru-Hua Song ---------------------- Ru-Hua Song, President |