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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) January 20, 1998
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)
818 East South Temple Street, Salt Lake City, Utah 84102
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 801-521-8000
(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 -
20,000 shares of $.0001 par value common stock sold at $0.75 per share
- with funds of $15,000 received by Registrant in January, 1998.
B. NAME OF THE PLACEMENT AGENT(S) IS -None
C. CONSIDERATION RECEIVED - Total consideration paid was $15,000 ($0.75
per share) with no costs directly attributed to such transaction other
than for legal services rendered with respect thereto.
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.
II
A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
8,111 shares of $.0001 par value common stock sold at $1.25 per share
in consideration of extinguishment of indebtedness of $10,138.71
($10,000 principal and $138.71 accrued interest). Net principal
proceeds were received on or about December 4, 1997 in the form of loan
to the Company as indicated in II C.
B. NAME OF THE PLACEMENT AGENT(S) IS - None
C. CONSIDERATION RECEIVED - Total gross consideration of $10,138.71 was
used to convert debt into equity in that the Registrant had received
$10,000 as a loan bearing interest at the rate of 10% per annum.
Subsequently, the aforesaid indebtedness was canceled with the lender
entering into an Off-Shore Securities Subscription Agreement on January
23, 1998 to purchase 8,111 shares at $1.25 per share, which purchase
price was equal to the amount then due and in complete cancellation and
full satisfaction of such indebtedness. The Registrant, on January 23,
1998, instructed its transfer agent to issue the underlying shares of
common stock (8,111 shares) in accordance with aforesaid Off-Shore
Securities Subscription Agreement.
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 /Emanuel A. Floor/
Emanuel A. Floor, President
Date: January 20, 1998
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