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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 5, 1997
ABS Group Inc.
(Exact name of registrant as specified in charter)
Delaware 0-19814 87-0462198
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2936 Sierra Point Place, Salt Lake City, Utah 84198
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 801-521-8000
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(Former name or former address, if changed since last report)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the registrant sold by the
registrant that were not registered under the Securities Act of 1933 ("Act") in
reliance upon Regulation S under the Act.
I
A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
(a) 7,150 shares of $.0001 par value common stock sold at $2.00 per
share with net funds of $14,300* received by registrant on February 5,
1997 and (b) 7,150 shares of $.0001 par value common stock sold at
$2.00 per share with net funds of $14,300* received by registrant on
February 6, 1997.
B. NAME OF THE PLACEMENT AGENT(S) IS - None
C. CONSIDERATION RECEIVED - Total aggregate consideration paid was $28,600
($2.00 per share).
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person"
as defined in Rule 902(o), which person(s) has warranted and
represented in an Off-Shore Securities Subscription Agreement that he
or it is eligible to utilize such exemptions as afforded to non-U.S.
persons in accordance with aforesaid Regulation S under the Act.
* Less $15.00 bank charge
II
A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
400,000 shares of $.0001 par value common stock sold at $2.50 per share
with net funds of $846,250 to Registrant on February 13, 1997.
B. NAME OF THE PLACEMENT AGENT(S) IS - Rolcan Finance Ltd. London
C. CONSIDERATION RECEIVED - Total aggregate consideration paid was
$1,000,000 ($2.50 per share) to Registrant after deduction of placement
fee for $150,000 and escrow agent charges of $3,750.
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person"
as defined in Rule 902(o), which person(s) has warranted and
represented in an Off-Shore Securities Subscription Agreement that he
or it is eligible to utilize such exemptions as afforded to non-U.S.
persons in accordance with aforesaid Regulation S under the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABS GROUP INC.
By /s/ Emanuel A. Floor
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Emanuel A. Floor, President
Date: February 18, 1997
