U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
(Amendment No. 1)
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SOUTHERN GROUP INTERNATIONAL, INC.
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(Name of Small Business Issuer in its charter)
Florida 65-0601272
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(State or other jursidiction of (I.R.S. I.D. No.)
incorporation or organization)
90 Adams Avenue, Hauppauge, New York, 11788
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(Address of principal executive offices) (zip code)
Issuer's telephone number (516) 231-2000
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
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Securities to be registered under Section 12(g) of the Act:
Common Stock $.0001 par value
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(Title of class)
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PART II
Item I. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
(a) Market Information
The Company's Common Stock ($0.0001 par value, all of which are one class)
is publicly traded on the OTC "pink sheets". The Company's trading symbol is
SGPI.
(b) Holders
The approximate number of record holders of the Company's Common Stock as
of June 3, 1999 was 66, inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of June 3, 1999 was
1,245,800 shares.
(c) Dividends
The Company has not paid or declared any dividends upon its Common Stock
since its inception and, by reason of its present financial status and its
contemplated financial requirements, does not contemplate or anticipate paying
any dividends upon its Common Stock in the foreseeable future.
Item 2. Legal Proceedings
The Company is not presently a party to any material litigation, nor to the
Company's knowledge is such litigation threatened.
Item 3. Changes in and Disagreements with Accountants
The Company has had no changes in or disagreements with accountants on
accounting or financial disclosure.
Item 4. Recent Sales of Unregistered Securities.
The following unregistered securities of the Company have been issued in
the past three years:
On March 1, 1999 the Company issued 6,000 restricted shares to a
non-affiliate.
On May 6, 1999, the Company issued the following restricted shares: (a)
42,500 restricted shares to an officer and director; (b) 25,000 restricted
shares to a director; (c) 25,000 restricted shares to a non-affiliate, and; (d)
207,500 restricted shares to an affiliate. On June 2, 1999, the Company issued
300,000 shares to an affiliate.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Amendment No. 1 registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SOUTHERN GROUP INTERNATIONAL, INC.
Date: July 26, 1999 By:/s/ Amit Rametra
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Amit Rametra, President
