SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Strategy International Insurance Group, Inc.
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(Exact name of registrant as specified in its charter)
TEXAS 161644353
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Yorkland Boulevard, Suite 200, Toronto, Ontario M2J 5C1
(Address of Principal Executive Offices) (Zip Code)
DEBT SETTLEMENT AGREEMENT
(Full title of the plan)
Anslow & Jaclin, LLP
Counselors At Law
4400 Route 9 South, 2nd Floor
Freehold, NJ 07728
(Name and address of agent for service)
(732) 409-1212
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Offering Price per Share Proposed Maximum Amount of
to be Registered Registered (1) (2) Aggregate Offering Price Registration Fee
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Shares of common 50,000 US $1.35 $67,500 $7.94
stock ($0.001 par
value)
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(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee.
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(2) Based on the average of the closing price per share of the common stock as
quoted on the NASD Over-the-Counter Bulletin Board on December 15, 2004. Part I
Information Required in the Section 10(a) Prospectus
Part I Information Required in the Section 10(a) Prospectus
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The Company is offering shares of its common stock to an individual person as
compensation for services rendered to the Company. The Company has considered
the value of the shares of common stock in relation to the value of the services
rendered, and the Company's Board of Directors has, by resolution, determined to
enter into the subject a Debt Settlement Agreement and has further agreed upon
the number of shares to be issued to be commensurate with the services provided.
The following individual is a natural person contracting with the Company to
provide the consultancy/professional services; the number of shares adjacent to
his name is indicative of the compensation to be received under the Debt
Settlement Agreement:
Name: Number of Shares to be issued:
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Alexander Stewart 50,000
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement:
(a) Our quarterly reports on Form 10-QSB filed as follows: October 31, 2004 -
filed on December 20, 2004; July 31, 2004 - filed on September 21, 2004.
(b) Our current report Form 8-K dated November 16, 2004, and filed on November
17, 2004.
(c) Our current report Form 8-K dated September 15, 2004, and filed on
September 16, 2004.
(d) Our current report Form 8-K dated June 14, 2004, and filed on June 18,
2004, and amended and re-filed on August 30, 2004.
(e) Our current report Form 8-K dated May 24, 2004, and filed on June 1, 2004.
(f) All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which de-registers all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing such documents, except as to specific
sections of such statements as set forth therein. Unless expressly
incorporated into this Registration Statement, a report furnished on Form
8-K prior or subsequent to the date hereof shall not be incorporated by
reference into this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement.
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities and Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement have been sold, or which deregisters
all securities then remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents.
Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation and Bylaws provide that the company
shall indemnify any person, who was or is a party to a proceeding by reason of
the fact that he is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, and may indemnify any person, who was or is a party to a proceeding
by reason of the fact that he is or was an employee or agent of the Registrant
or is or was serving at the request of the Registrant as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with such proceeding if he acted in good faith and in a manner
he reasonably believed to be or not opposed to the best interests of the
Registrant, in accordance with, and to the full extent permitted by law. Item 7.
Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
Number Description of Exhibit
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5 Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to the
Company.
23 Consent of Samuel Klein and Company, auditors to the Company.
99 Debt Settlement Agreement between Company and Alexander Stewart.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which the Company offers or sells
securities, a post-effective amendment(s) to this registration
statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs 1(a) and 1(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs is contained in
periodic reports filed by us pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the 1933 Act, each
filing of the our annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
Signatures
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The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, in the Province of Ontario on December 22,
2004.
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
By: /s/ Stephen Stonhill
Stephen Stonhill, Chairman of the Board
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Principal Executive Officer
By: /s/ Ed Kruk
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Ed Kruk
Principal Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
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/s/ Stephen Stonhill
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Stephen Stonhill Chairman of the Board/Principal December 22, 2004
Executive Officer/Director
/s/ Ed Kruk
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Ed Kruk Principal Financial Officer December 22, 2004
/s/ Lennox Gibbs
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Lennox Gibbs Managing Director Global Operations/ December 22, 2004
Director
/s/ Hugh Forrest
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Hugh Forrest Chief Underwriting Officer/Director December 22, 2004
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