8-K

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): October 4, 2005

LIGHTING SCIENCE GROUP CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-20354		23-2596710
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
2100 McKinney Avenue, Suite 1555, Dallas, Texas 75201 (Address of principal executive offices) (Zip Code)

(214) 382-3630

(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 (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))

Item 1.02Termination of a Material Definitive Agreement.

Effective October 4, 2005, the Employment Agreement between Lighting Science Group Corporation f/k/a The Phoenix Group Corporation (the “Company”) and Philip R. Lacerte, dated as of October 12, 2004 (the “Agreement”), terminated as a result of Mr. Lacerte’s resignation as the Company’s Executive Vice President of Sales and Marketing. A brief description of the Agreement is set forth in the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on July 12, 2005. In connection with his resignation and as consideration for the Company agreeing to release him from his obligations under the Agreement, except for Sections 14, 16, 17, 21 and 22, Mr. Lacerte has agreed to deliver to the Company 100,000 shares of the Company’s common stock, $.001 par value per share.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Philip R. Lacerte has resigned as the Company’s Executive Vice President of Sales and Marketing effective as of October 4, 2005. In connection with his resignation and as consideration for the Company agreeing to release him from his obligations under the Agreement, except for Sections 14, 16, 17, 21 and 22, Mr. Lacerte has agreed to deliver to the Company 100,000 shares of the Company’s common stock, $.001 par value per share.

ITEM 9.01 Financial Statements and Exhibits

99.1Resignation Letter, effective as of October 4, 2005, from Philip R. Lacerte.

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.

LIGHTING SCIENCE GROUP CORPORATION

By: /s/ Ronald E. Lusk_________

Ronald E. Lusk

Chairman of the Board and

Chief Executive Officer

Date: October 7, 2005

EX-99.1

Philip R. Lacerte

1409 South Lamar, #903

Dallas. TX 75215

October 4,2005

Ronald E. Lusk

Chairman of the Board and Chief Executive Officer

Lighting Science Group Corporation

2100 McKinney Avenue, Suite 1555

Dallas, Texas 75201

Re: Resignation from Lighting Science Group Corporation

Dear Mr. Lusk:

I agreed to work for Lighting Science Group Corporation, fk/a The Phoenix Group

Corporation (the "Company"), until October 11,2007 under the attached Employment

Agreement ("Agreement"). However, for personal reasons, effective immediately, I want

to voluntarily resign my employment with the Company in all capacities, including my

position as Executive Vice President of Sales and Marketing of the Company. I

understand that, as a result of my resignation, I shall no longer be entitled to receive any

compensation or benefits from the Company under my Agreement. I further understand

that the Agreement shall be immediately terminated and be of no further force and effect,

except for Sections 14, 16 and 17, by which I will continue to be bound, and Sections 21

and 22, pursuant to which all conflicts under this resignation agreement will be resolved.

In consideration for the Company agreeing to release me from my obligations under the

Agreement, except as set forth above, I will, upon countersignature by the Company of

this resignation agreement, deliver to the Company 100,000 shares of the Company's

common stock, $.001 par value per share. All of these shares of common stock are owned

solely by me and such shares, upon delivery, will be free and clear of any lien, pledge or

encumbrance of any kind or nature.

I hereby certify that I have returned to the Company all property and information

belonging to the Company as provided under Sections 14 and 16B of the Agreement.
I hereby release and forever discharge the Company and its former or current successors,

predecessors, subsidiaries, affiliates and assigns and their former or current directors,

officers, employees, agents and attorneys from any and all charges, claims, damages,

injuries and actions, in law or equity, whether known or unknown, that I or my heirs,

successors, executors or other representatives ever had, now have or may in the future

have by reason of any act, omission, matter cause or thing relating to or arising from my

employment or termination from employment with the Company.

Sincerely,

/s/ Philip R. Lacerte