<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): NOVEMBER 13, 1996
HEADSTRONG GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-47567-NY 22-3663311
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
5 Lexington Avenue, East Brunswick, New Jersey 08816
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 254-3433
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On November 13, 1996, the Registrant completed the offer and
sale of 5% convertible debentures in the aggregate principal amount of $190,000
in reliance upon Regulation S under the Securities Act of 1933. The Placement
Agent for the transaction was Shane Henty Sutton and the Buyer was Oaxaca
Family Holdings. Net proceeds of the offering to the Registrant were
$165,380.50 after payments to the placement agent of commissions, escrow fees,
disbursements and other expenses (aggregate $24,619.50).
The debentures are convertible into shares of the Registrant's
common stock upon the expiration of 45 days from the date of sale and at a
price per share equal to 40% discount of the average of the daily low price
traded for the common stock for the five trading days prior to the date of
conversion. In the event that the debentures are not converted into shares of
the Registrant's common stock, the debentures will be due on December 30, 1998.
SIGNATURE
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.
HEADSTRONG GROUP, INC.
(Registrant)
Date: December 3, 1996 By: /s/ Dale Friedman
------------------------------
Dale Friedman, President
