UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended October 31, 2004.
[_] Transition Report under Section 13 or 15(d) of the Exchange Act for the
transition period from _________________ to _________________.
Commission file number 0-27587
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
(Exact name of small business issuer as specified in its charter)
- --------------------------------------------------------------------------------
Texas 16-1644353
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
- --------------------------------------------------------------------------------
200 Yorkland Blvd., Suite 200
Toronto, Ontario M2J5C1, Canada
(416) 391-4223
(Address, telephone number,
including area code, of the principal
executive offices of the registrant)
CI Sell Cars, Inc.
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of latest practicable date: As of October 31, 2004 we had
61,470,000 shares of common stock, par value $0.001 per share issued and
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
-2-
STRATEGY INTERNATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
FORMERLY CI CELL CARS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
October 31, April 30,
2004 2004
------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents $ 415,761 $ 184,000
Mortgage Interest receivable 1,907,938 378,375
Accounts receivable-other 75,000
------------- -------------
Total Current Assets 2,398,699 562,375
Mortgage notes receivable - held to maturity 104,231,610 104,231,610
Fixed assets 28,575 -
Other assets 15,000 -
------------- -------------
Total Assets $ 106,673,884 $ 104,793,985
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued preferred dividends payable $ 8,685,967 $ 3,474,387
Accrued liabilities 824,518 14,222
Unearned premium reserves 312,621 -
Claims reserves 124,663 -
------------- -------------
Total Current Liabilities 9,947,769 3,488,609
------------- -------------
Total Liabilities 9,947,769 3,488,609
------------- -------------
Stockholders' Equity:
Common stock ($.001 par value, 100,000,000 shares authorized
61,470,000 and 46,000,000 shares issued and outstanding
as of October 31 and April 30, 2004 respectively) 61,470 46,000
Additional paid in capital
10% Cumulative Class A Preferred stock ($.001 stated value, 303,760 304,000
unlimited shares authorized, 47,670 issued and outstanding) 47,670,084 47,670,084
10% Cumulative Class B Preferred stock ($.001 stated value,
unlimited shares authorized, 56,562 issued and outstanding) 56,561,526 56,561,526
Accumulated deficit (7,870,725) (3,276,234)
------------- -------------
Total Stockholders' Equity 96,726,115 101,305,376
------------- -------------
Total Liabilities and Stockholders' Equity $ 106,673,884 $ 104,793,985
============= =============
- --------------------
The accompanying notes are an integral part of these consolidated financial
statements.
i
STRATEGY INTERNATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
FORMERLY CI SELL CARS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
October 31, October 31,
2004 2003 2004 2003
---------- ---------- ---------- ----------
Gross Written Premium $ 753,992 $ - $ 753,992 $ -
Brokerage and Acquisition Costs 129,711 129,711
---------- ---------- ---------- ----------
Net Written Premium 624,281 624,281
Unearned Premium Reserve 312,621 312,621
---------- ---------- ---------- ----------
Net Earned Premium 311,660 - 311,660 -
General and administrative expenses 761,293 - 1,208,580 -
---------- ---------- ---------- ----------
Net loss from operations 449,633 - 896,920 -
---------- ---------- ---------- ----------
Other Revenue (Expense):
Investment Income 651,448 - 1,529,564 -
---------- ---------- ---------- ----------
Net income before discontinued operations 201,815 - 632,644 -
---------- ---------- ---------- ----------
Discontinued operations - - (15,555) -
---------- ---------- ---------- ----------
Net income before preferred dividend 201,815 - 617,089 -
---------- ---------- ---------- ----------
Dividends on preferred stock (2,605,790) - (5,211,580) -
---------- ---------- ---------- ----------
Net loss on common stock $ (2,403,975) $ - $ (4,594,491) $ -
========== ========== ========== ==========
Loss per Share:
Basic and diluted loss per share:
Continued Operations $ (0.04) $ - $ (0.08) $ -
========== ========== ========== ==========
Discontinued Operations $ (0.00) $ - $ (0.00) $ -
========== ========== ========== ==========
Basic and diluted weighted average common
shares outstanding 61,470,000 - 57,602,500 -
========== ========== ========== ==========
- --------------------
The accompanying notes are an integral part of these consolidated financial
statements.
ii
STRATEGY INTERNATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
FORMERLY CI SELLS CARS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
OCTOBER 31,
2004 2003
----------- ----------
Cash Flows Provided by Operating Activities:
Net (loss) on common stock $(4,594,491) $ -
Adjustments to reconcile net (loss) on common stock
to net cash provided by operations:
Dividends payable on preferred stock 5,211,580 -
Changes in operating assets and liabilities:
Increase in accounts receivable-other (75,000) -
Increase in mortgage interest receivable (1,529,564) -
Increase in other assets (15,000) -
Increase in accrued expenses 1,247,133 -
----------- ----------
Net cash flows used in operating activities $ 244,658 -
----------- ----------
Cash Flows from Investing Activities:
Purchase of property and equipment (28,575) -
Cash acquired in reverse merger 15,678 -
----------- ----------
Net cash (used in) investing activities (12,897) -
----------- ----------
Cash Flows Provided by Financing Activities: - -
----------- ----------
Net increase in Cash 231,761 -
----------- ----------
Cash and Cash Equivalents, beginning of period 184,000 -
Cash and Cash Equivalents, end of period $ 415,761 $ -
=========== ==========
Supplemental Disclosure of Noncash Investing and
Financing Activities:
Reverse merger:
Common stock issued $ 15,230 $ -
=========== ==========
Liabilities assumed $ 448 $ -
=========== ==========
Cash acquired $ 15,678 $ -
=========== ==========
- --------------------
The accompanying notes are an integral part of these consolidated financial
statements.
iii
STRATEGY INTERNATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
FORMERLY CI SELL CARS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2004
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
On June 14, 2004, the Company completed an Agreement and plan of Reorganization
("The Definitive Stock Exchange Agreement") with CI Sell Cars, Inc. ("CI") a
Texas incorporated public company.
The Definitive Stock Exchange Agreement provided for the purchase and retirement
of 25,827,000 shares of CI's common stock by the Company and the forward split
of the remaining 1,105,000 outstanding shares of CI's common stock into
15,470,000 shares and the issuance of 45,100,000 shares of CI's common stock to
the Company's shareholders.
Under the terms of the transaction, CI issued 45,100,000 shares of its common
stock in exchange for 100% of the Company's outstanding shares. After taking
full effect of the share exchange agreement, as well as a 14 to 1 forward stock
split of CI shares effective as of June 3, 2004.
The stock exchange transaction will be accounted for as a purchase with the
Company deemed the acquirer for accounting and financial reporting purposes.
However since the shareholders of the Company will own approximately 85% of the
outstanding shares of reorganized CI no step up in basis or goodwill will be
recorded. This accounting treatment is in accordance with the Securities and
Exchange Commission Staff Members position that the acquisition by a public
shell of the assets of a business of a private company should be accounted for
at historical cost and accounted for as a reverse merger.
The accompanying unaudited financial statements have been prepared in accordance
with the accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive
presentation of financial position and results of operations and should be read
in conjunction with CI's Annual Report Form 10-KSB for the year ended April 30,
2004 and in conjunction with the financial statements of the company included in
current report on Form 8-K/A filed on August 30, 2004.
The statements of operations for the three and six months ended October 31, 2004
and 2003 are not necessarily indicative of results for the full year.
It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
Earnings (Loss) per Share
The Company computes earnings or loss per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other agreements to issue common stock were exercised or converted
into common stock. Diluted earnings per share is computed based upon the
weighted average number of common shares and dilutive common equivalent shares
outstanding, which include convertible debentures, stock options and warrants.
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and all
amounts are stated in U.S. dollars.
iv
STRATEGY INTERNATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
FORMERLY CI SELL CARS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2004
2. SUBSEQUENT EVENTS
On November 16, 2004, a group of investors invested an aggregate amount of
US$50,000,000 in Units (the "Units") comprised of securities issued by the
Company and its indirect subsidiary, Strategy Real Estate Investments Ltd., a
corporation formed under the laws of the Province of Ontario, Canada ("SREI").
Each Unit is comprised of (i) one share of Series A Insured Redeemable Preferred
Stock of SREI (the "Series A Preferred"), (ii) one share of Series B Preferred
Stock of SREI (the "Series B Preferred") and (iii) a warrant (the "Warrant") to
purchase shares of common stock, $0.01 par value of the Company. The purchase
price was $10,000 per Unit.
The funds will be used to invest, through placements of short-term second
mortgages, in five (5) special purpose residential real estate properties
("SPEs") in Canada, being developed by the Lux Group Inc., a company formed
under the laws of the Province of Ontario, Canada and under common control with
SREI.
The offer and sale of the Units was made to "accredited investors", as that term
is defined under Rule 501 under Regulation D of the Securities Act of 1933, as
amended, pursuant to the exemption from registration requirements under Rule 506
and Section 4(2) of the Securities Act.
Series A Preferred of SREI
The Series A Preferred shares will pay dividends at an annual rate of ten
percent (10%), which shall be paid quarterly. An insurance company with an "A-"
rating by AM Best's is insuring payment of 100% of the quarterly dividends on
the Series A Preferred over the three (3) year period they will be outstanding
and the liquidation preference of the Series A Preferred pursuant to a
Contingent Guarantee Policy. Upon the occurrence of certain events of default
(as set forth in the Articles of Incorporation of SREI), the Series A
liquidation preference and all accrued and unpaid dividends thereon shall become
immediately payable.
The Series A Preferred are subject to mandatory redemption by SREI, three (3)
years from the date of issuance (the "Maturity Date"), at their full liquidation
preference, net of all appropriate Canadian withholding and income tax, plus all
accrued and unpaid dividends.
Series B Preferred of SREI
Each share of Series B Preferred of SREI entitles its holder to receive a pro
rata share of five percent (5%) of the gross sales (the "Gross Sales Interest")
from each of the five (5) SPEs in which SREI invests. Payments of the Gross
Sales Interest shall be made from time to time after the sale of each project by
the SPEs to a third party for monetary consideration. SREI will receive the
Gross Sales Interest (which will be paid out to the holders of shares of Series
B Preferred) pursuant to Participation Agreements between SREI and each of the
five (5) SPEs. The shares of Series B Preferred of SREI are not redeemable and
they will continue to receive the Gross Sales Interest for as long as they are
outstanding. No dividends (other than payment of the Gross Sales Interest) will
be payable on the shares of Series B Preferred.
Warrants to Purchase Common Stock of the Company
Each Warrant is exercisable, prior to the Maturity Date, into shares of common
stock, $.001 par value, of the Company. Each Warrant will allow its holder to
exercise the warrant into a number of shares of common stock equal to the
quotient obtained by dividing (a) the liquidation preference of the Series A
Shares owned by such investor plus any accrued and unpaid dividends thereon by
(b) the then applicable set price. The initial set price is $1.6671. In order to
exercise the Warrant, an investor will be required to submit for cancellation a
certificate representing Series A Preferred shares with the appropriate
liquidation preference. The Company is obligated to register such number of
shares of its common stock into which the warrants are exercisable in accordance
with the terms of a Registration Rights Agreement, not later than December 31,
2004.
v
STRATEGY INTERNATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
FORMERLY CI SELL CARS, INC.
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The unaudited pro forma consolidated results are based on estimates and
assumptions which are preliminary and have been made solely for the purposes of
developing such pro forma information. The unaudited pro forma consolidated
results are not necessarily an indication of the results that would have been
achieved had such transactions been consummated as of the dates indicated that
may be achieved in the future.
The unaudited pro forma combined results should be read in conjunction with the
historical consolidated financial statements and notes thereto set forth herein
for the Company on Form 10-KSB for the year ended April 30, 2004, and Form 8-K/A
filed on August 30, 2004.
The following pro forma balance sheet gives effect to this transaction as if it
had occurred on October 31, 2004.
vi
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
October 31, Pro Forma Pro-Forma
2004 Adjustments Results
------------ ------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 415,761 $ 1,000,000 (a) $ 38,575,761
(1,000,000)(b)
38,160,000 (c)
Mortgage Interest receivable 1,907,938 - 1,907,938
Accounts receivable-other 75,000 - 75,000
------------ ------------ ------------
Total Current Assets 2,398,699 38,160,000 40,558,699
Mortgage notes receivable - held to maturity 104,231,610 8,080,000 (c) 112,311,610
Fixed assets 28,575 - 28,575
Other assets 15,000 - 15,000
Due from affiliate - 1,000,000 (b) 1,000,000
------------ ------------ ------------
Total Assets $106,658,884 $ 47,240,000 $153,913,884
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued preferred dividends payable $ 8,685,967 $ - $ 8,685,967
Accrued liabilities 824,518 - 824,518
Unearned premium reserves 312,621 - 312,621
Claims reserves 124,663 - 124,663
------------ ------------ ------------
Total Current Liabilities 9,947,769 - 9,947,769
------------ ------------ ------------
Long-term debt:
Redeemble insured series (A) preferred stock of SREI 500,000 (a)
46,235,000 (c)
5,994,441 (d) 52,729,441
Total Liabilities 9,947,769 - 62,677,210
Stockholders' Equity:
Common stock ($.001 par value, 100,000,000 shares authorized
61,470,000 and 46,000,000 shares issued and outstanding
as of October 31 and April 30, 2004 respectively) 61,470 - 61,470
Additional paid in capital 303,760 - 303,760
Unamortized finance costs series (A) preferred stock (5,994,441)(d) (5,994,441)
10% Cumulative Class A Preferred stock ($.001 stated value,
unlimited shares authorized, 47,670 issued and outstanding) 47,670,084 - 47,670,084
10% Cumulative Class B Preferred stock ($.001 stated value,
unlimited shares authorized, 56,562 issued and outstanding) 56,561,526 - 56,561,526
Class B Preferred stock of SREI ($.001 stated value, 500,000 (a)
unlimited shares authorized, 5,000 issued and outstanding) 5,000 (c) 505,000
Accumulated deficit (7,870,725) - (7,870,725)
------------ ------------ ------------
Total Stockholders' Equity 96,726,115 (5,489,441) 91,236,674
------------ ------------ ------------
Total Liabilities and Stockholders' Equity $106,673,884 $ (5,489,441) $153,913,884
============ ============ ============
vii
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following contains forward-looking statements based on current
expectations, estimates and projections about our industry, management's
beliefs, and assumptions made by management. All statements, trends, analyses
and other information contained in this report relative to trends in our
financial condition and liquidity, as well as other statements, including, but
not limited to, words such as "anticipate," "believe," "plan," "intend,"
"expect," "predict," and other similar expressions constitute those statements.
These statements are not guarantees of future performance and are subject to
risks and uncertainties that are difficult to predict. Accordingly, actual
results may differ materially from those anticipated or expressed in the
statements. Potential risks and uncertainties include, among others, those set
forth in our Form 10-KSB Report for the year ended April 30, 2004. Particular
attention should be paid to the cautionary statements involving our limited
operating history, the unpredictability of our future revenues, the
unpredictable and evolving nature of our business model, the competitive
multimedia compact discs and financial services industries and the risks
associated with capacity constraints, systems development, management of growth
and business expansion, as well as other risk factors.
Results Of Operations
Overview
Through our wholly owned indirect subsidiary, Strategy Insurance
Limited (SIL), a Barbados company, we are a holding company for an integrated,
international group of providers of specialty lines of insurance, reinsurance
and structured risk solutions, focusing on credit enhancement, contingent
liability and other specialty insurance and reinsurance. We have developed and
are implementing a strategy to design, structure and sell a broad series of
pass-through risk, specialty insurance and reinsurance platform products. SIL is
a wholly owned subsidiary of Strategy Holding Company Limited, a Barbados
company and our wholly owned direct subsidiary (sometimes referred to as
"Strategy"). Strategy conducts its insurance and reinsurance operations
principally through its subsidiaries incorporated in Barbados, West Indies. It
has offices in Barbados, West Indies, London, England and Toronto, Canada.
On August 23, 2004, Strategy Real Estate Investments, Ltd. (SREI) an
Ontario, Canada company and a wholly-owned direct subsidiary of Strategy
Insurance Limited, was incorporated. The Purpose of SREI is to invest funds on
behalf of Strategy Insurance Limited in real estate development projects in
Ontario. On November 16, 2004 a group of investors invested an aggregate of
US$50,000,000 in SREI.
Results of Operations For The Three Months Ended October 31, 2004
Revenues. Revenues for the three months ended October 31, 2004 were
$753,992 consisting of insurance premiums generated by business written in
Europe and Asia. Management believes the Registrant will continue to generate
revenues from international sources as a result of its continuing working
relationship with insurance brokers in London.
General and Administrative Expenses. General and Administrative
Expenses for the three months ended October 31, 2004 were $761,293, comprised of
claims reserves, payroll, travel, legal and accounting fees, and consulting fees
and office expenses (including rent) and various other immaterial costs. We
anticipate that as the business grows we will likely see increases in virtually
all expense categories, particularly during the course of the next 12 months as
the company moves out of its initial start-up phase into a full operating
status.
-3-
Other Revenue (Expense). Other Revenue (Expense) for the three months
ended October 31, 2004 were $651,448, comprised of interest income on
$104,231,610 of Mortgage Notes Receivable at 2.5% annual interest rate.
Dividends on Preferred Stock. Dividends on Preferred Stock for the
three months ended October 31, 2004 were $2,605,790, comprised of a 10% dividend
payable on the Cumulative Preferred A and Cumulative Preferred B shares issued
and outstanding.
Results of Operations For The Six Months Ended October 31, 2004
Revenues. Revenues for the six months ended October 31, 2004 were the
$753,992 generated during the 3 month period ending October 31, 2004. The
registrant is in its first year of operations and it has taken until the recent
quarter to generate the first premiums written.
General and Administrative Expenses. General and Administrative
Expenses for the six months ended October 31, 2004 were $1,208,579, comprised of
claims reserves, payroll, legal and accounting fees, consulting expense and
office costs (including rent), and other immaterial operating costs.
Other Revenue (Expense). Other Revenue (Expense) for the six months
ended October 31, 2004 were $1,529,564, comprised of interest income on the
Mortgage Notes Receivable of $104, 231,610.
Dividends on Preferred Stock. Dividends on Preferred Stock for the six
months ended October 31, 2004 were $5,211,580, comprised of 10% dividends
payable on the Cumulative Preferred A and Cumulative Preferred B shares issued
and outstanding.
Liquidity and Capital Resources
As of October 31, 2004 we had cash and cash equivalents of $415,761
compared to $48,310 as of July 31, 2004. The increase in cash and cash
equivalents is a result of cash receipts from business written.
The company's operating expenses are currently approximately $250,000
per month. These are anticipated to increase to approximately $450,000 per month
by the end of 2005 as business increases and the costs necessary to generate and
support increased business also increase, beginning with increased staffing.
Cash will be generated from operations and from a planned equity raise. In the
event that the contemplated equity raise is not successful, the company will
have sufficient resources from operations to operate throughout 2005, but its
rate of growth may be limited as a result of the lack of resources.
The company began quoting on possible insurance business immediately
following the receipt of permission to operate from the Ministry of Finance
(Barbados) on March 26, 2004. The nature of the insurance business is such that
individual pieces of business can take many months to negotiate and reach
fruition. The Company is actively quoting on business. It is difficult to
predict at this early stage in the Company's development what proportion of
business quoted will generate revenues because we do not have a sufficient
history by which to accurately estimate such numbers.
Off-Balance Sheet Financing
The Company has no off-balance sheet financing arrangements within the
meaning of Item 303(c) of Regulation S-B.
Item 3. Controls and Procedures.
-4-
We recently merged with and into CI Sell Cars, Inc. We are currently
developing a business and implementing systems of internal and disclosure
controls. Within the ninety-day period preceding the filing of this report, our
management evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (the "Disclosure Controls") as of the end of
the period covered by this Form 10-QSB and (ii) any changes in internal controls
over financial reporting that occurred during the last quarter of our fiscal
year. This evaluation ("Controls Evaluation") was done under the supervision and
with the participation of management, including the Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO").
Limitations on The Effectiveness Of Controls
A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. Because
of the inherent limitations in a cost effective control system, misstatements
due to error or fraud may occur and not be detected. We will conduct periodic
evaluations of our internal controls to enhance, where necessary, our procedures
and controls.
Conclusions
Based upon the Controls Evaluation, the CEO and CFO have concluded that
the Disclosure Controls are effective in reaching a reasonable level of
assurance that management is timely alerted to material information relating to
the Company during the period when its periodic reports are being prepared. In
accord with the U.S. Securities and Exchange Commission's requirements, the CEO
and CFO conducted an evaluation of the Company's internal control over financial
reporting (the "Internal Controls") to determine whether there have been any
changes in Internal Controls that occurred during the quarter which have
materially affected or which are reasonable likely to materially affect Internal
Controls. Based on this evaluation, there have been no such changes in Internal
Controls during the last quarter of the period covered by this report.
PART II-- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On September 14, 2004, holders of a 61.79% of the Company's outstanding
shares of common stock have consented in writing to a proposed amendment to the
Company's Certificate of Incorporation, to change the name of the Company to
Strategy International Insurance Group, Inc. This name change became effective
on October 26, 2004.
Item 6. Exhibits and Reports on Form 8-K.
Exhibits
(a) Exhibits:
31.1 Certification of Chief Executive Officer of Periodic Report pursuant to
Rule 13a-14a and Rule 15d-14(a).
31.2 Certification of Chief Financial Officer of Periodic Report pursuant to
Rule 13a-14a and Rule 15d-14(a).
-5-
32.1 Certification of Chief Executive Officer of pursuant to 18 U.S.C. -
Section 1350.
32.2 Certification of Chief Financial Officer of pursuant to 18 U.S.C. -
Section 1350.
(b) Reports on Form 8-K:
(1) Current Report on Form 8-K/A, filed with the Securities and
Exchange Commission on August 30, 2004.
(2) Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 16, 2004.
(3) Current Report on Form 8-K, filed with the Securities and Exchange
Commission on November 17, 2004.
-6-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Signature Title Date
--------- ----- ----
/s/ Stephen Stonhill Chairman of the Board and December 20, 2004
- -------------------- Chief Executive Officer
Stephen Stonhill
/s/ Edward J. Kruk Chief Financial Officer December 20, 2004
- --------------------
Edward J. Kruk
-7-