AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON *
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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First Irving Strategic Group, Inc.
(Exact name of registrant as specified in its charter)
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Florida 6770 Applied For
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<TABLE>
<S> <C> <C>
State or other jurisdiction of PRIMARY STANDARD INDUSTRIAL I.R.S. Employer
incorporation or organization CLASSIFICATION CODE NUMBER Identification No.
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</TABLE>
2503 W. Gardner Ct.,
Tampa, FL 33611
813. 831-9348
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael T. Williams
2503 W. Gardner Ct.
Tampa, FL 33611
TELEPHONE: 813.831.9348
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this registration statement becomes effective and
after the closing of the merger of the proposed merger described in this
registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b, under the securities act, check the following box and
list the securities act registration statement number of the earlier effective
registration statement for the same offering. *[ ] *registration number,
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the securities act, check the following box and list the securities act
registration statement number of the earlier effective registration statement
for the same offering. *[ ]
*registration number,
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. *[ ]
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CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered per unit offering price fee
registered
Common 8,550,000 * * *
Stock, par
Value - no
Common 150,000 * * *
Stock, par
Value - no
(1) Represents an estimate of the maximum number of shares of common stock of
Registrant which may be issued to former holders of shares of common stock of PC
Universe pursuant to the merger described herein.
(2) The registration fee has been calculated pursuant to Rule 457(f) (2).
As of the filing of this registration statement, PC Universe had an accumulated
capital deficit. In addition, PC Universe's common stock has no par value.
Accordingly, the proposed maximum offering price has been calculated by
multiplying one-third, 1/3, of an assumed par value for PC Universe's Common
Stock of, $.0001 per share, pursuant to Florida law by the maximum number of
shares to be issued to the holders of PC Universe common stock in the merger.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
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Item 2
1 Agreement and Plan of Merger and Reorganization
Item 3
1 Articles of Incorporation of the Registrant.(1)
2 Bylaws of the Registrant (1)
3 Amended and Restated Articles of Incorporation of Registrant, to be
effective after consummation of the proposed Merger.
4. Amended and Restated Bylaws of the Registrant, to be effective after
consummation of the proposed Merger.
Item 4
1 Form of Common Stock Certificate of the Registrant.(1)
Item 5
1 Legal Opinion of Williams Law Group, P.A.
Item 8
1 Tax Opinion of Williams Law Group, P.A.
Item 10
1. Contracts with Ingram Micro
2. Financing documents with Finova Capital
3. Promissory note from Gary Stern
Item 23
1. Consent of Grassano Accounting P.A.*
2. Consent of WILLIAMS LAW GROUP, P.A. (to be included in Exhibits 5.1
and 8.1).
Previously Filed *
