SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
AMENDMENT NO. 2
GENERAL FORM FOR REGISTRATION OF SECURITIES
Small Business Issuers
Under Section 12(b) or 12(g) of the Securities Exchange
Act of 1934
SENTRY ACCOUNTING, INC.
--------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 59-3391244
------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
321 N. Kentucky Ave., Suite 1, Lakeland, FL 33801_
- ------------------------------------------- ---------------
(941) 683-5523
-------------------------
(Issuer's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be registered: each class is to be registered:
N/A N/A
- ----------------------- --------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
Item 4. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were sold in reliance upon Regulation D, Rule 504
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. The company kept 100% of the proceeds from the sale of
securities and no underwriters were used and no commissions or discounts were
paid.
PURCHASE NO. OF
DATE TITLE SHARES SHARES ISSUED TO CONSID. AMOUNT
- ---- ----- ------ ---------------- ------- ------
<S> <C> <C> <C> <C> <C>
10/28/98 Common 93,500 Stacy L. Bagley Cash $2,875
10/28/98 Common 94,000 Harold C. Bray Cash 2,925
11/10/98 Common 1,000 Raymond J. Carapella Cash 100
11/05/98 Common 500 Eugene Cassidy Cash 50
11/10/98 Common 500 David Covey Cash 50
11/05/98 Common 1,000 Sharon Coykendall Cash 100
11/02/98 Common 1,000 Joy B. Day Cash 100
11/09/98 Common 2,000 Jerry Diamond Cash 200
11/05/98 Common 500 Richard J. Diamond Cash 50
11/09/98 Common 500 Edward Forsythe Cash 50
11/05/98 Common 500 James Garland Cash 50
11/05/98 Common 1,000 Richard T. Grimes Cash 100
11/05/98 Common 1,000 Allen Hardy Cash 100
11/09/98 Common 1,000 Ricky A. Howe Cash 100
11/09/98 Common 1,000 Kathleen Lewis Cash 100
11/05/98 Common 1,000 James Mastropietro Cash 100
10/16/98 Common 85,000 Melan Properties, Inc. Cash 2,550
10/16/98 Common 120,000 Progressive Ventures Services 3,600
11/09/98 Common 1,500 Mario Scarpa Cash 150
11/05/98 Common 500 Nancy Schwartz Cash 50
10/23/98 Common 80,000 Janet Tucker Cash 3,100
11/09/98 Common 500 Betty Verplanck Cash 50
11/09/98 Common 1,000 William J. Hoge, Jr. Cash 100
11/09/98 Common 1,500 Terry N. Williams Cash 150
</TABLE>
Mr. Mastropietro was issued 1,000 restricted common shares of the company
in April 1996 as founder shares which he purchased for $100. TBC Investments,
Inc. purchased 2,000,000 restricted common shares of the company in October 1998
as control shares for $200.
Sentry Accounting, Inc. had two offerings under Rule 504, as noted in the
table above; the first offering was from October 16, 1998 through October 28,
1998 for $10,200 at $.03 per share and the second offering was from November 2,
1998 to November 10, 1998 for $5,000 at $.10 per share. All shares available
under the first offering were sold for a total of $10,200; however, only $3,000
was raised under the second offering for an aggregate of $13,200. The company
inadvertently failed to file a Form D on its first offering and filed a single
Form D after the second offering which included all funds raised under both
offerings. All investors were provided an investment package that included a
<PAGE>
detailed subscription agreement detailing the company's business plan and other
corporate information, a purchaser questionnaire and current financial
statements. All investors were encouraged to speak directly with the company's
officers to answer any questions or to ask to inspect any other corporate
documents.
Progressive Ventures International, Inc. received a total of 120,000 shares
of the company's common stock issued pursuant to Rule 504 in exchange for
services rendered under a consulting agreement dated October 15, 1998. To assist
the company in accomplishing its goals, Progressive provided specific services
including writing the business plan and research and development of the
marketing and advertising goals of the company. The consulting agreement called
for a fee of $4,600; $1,000 of which was paid in cash and $3,600 which was paid
by the issuance of the company's common stock at $.03 per share for a total of
120,000 shares.
The principals of the two business entities listed in the above table are
as follows: C. R. Kenner is President, Secretary and sole director of Melan
Properties, Inc. and Richard J. Diamond is President, Secretary and sole
director of Progressive Ventures International, Inc.
<PAGE>
SIGNATURE PAGE
--------------
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SENTRY ACCOUNTING, INC.
Date: May 18, 1999 By: /s/ Teresa B. Crowley
------------------- --------------------------------
Teresa B. Crowley, President
