STUO / STI Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES 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 Event Earliest Reported): January 16, 2009 (December 31, 2008) STI Group, Inc. (Exact name of registrant as specified in its charter) Delaware 333-142911 35-2065470 (State or other jurisdiction of incorporati

CALLABLE SECURED CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?).

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2008 by and among STI Group, Inc.

STOCK PURCHASE WARRANT

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.9

CALLABLE SECURED CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?).

ARTICLE I PURCHASE AND SALE

PURCHASE AGREEMENT, dated as of December 31, 2008 (the ?Agreement?), among STI GROUP, INC.

EX-10.8

INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and among STI Group, Inc.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and among STI Group, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Event Earliest Reported): December 10, 2008 (November 18, 2008) STI Group, Inc. (Exact name of registrant as specified in its charter) Delaware 333-142911 35-2065470 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 v13287110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to Commission file number 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to Commission file number 333-142911 STI GROUP, INC. (Exa

Other Events

UNITED STATES 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 Event Earliest Reported): July 15, 2008 (July 10, 2008) STI Group, Inc. (Exact name of registrant as specified in its charter) Delaware 333-142911 35-2065470 (State or other jurisdiction of incorporation) (Co

STI GROUP, INC.

424B3 1 v119886424b3.htm STI GROUP, INC. FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-142911 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED APRIL 29, 2008) This is a prospectus supplement to our prospectus dated April 29, 2008 relating to the resale from time to time by selling shareholders of up to 4,400,000 shares of our Common Stock. On each of June 10, 2008 and July 15, 2008, we fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Event Earliest Reported): June 10, 2008 (June 6, 2008) STI Group, Inc. (Exact name of registrant as specified in its charter) Delaware 333-142911 35-2065470 (State or other jurisdiction of incorporation) (Com

EX-10.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to Commission file number 333-142911 STI GROUP, INC. (Ex

STI GROUP, INC.

424B3 1 v116012424b3.htm STI GROUP, INC. FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-142911 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED APRIL 29, 2008) This is a prospectus supplement to our prospectus dated April 29, 2008 relating to the resale from time to time by selling shareholders of up to 4,400,000 shares of our Common Stock. On May 28, 2008, we filed with the Securities and

EX-10.1

PROSPECTUS STI Group, Inc. 4,400,000 Shares of Common Stock

424B3 1 v112005424b3.htm Filed pursuant to Rule 424(b)(3) Registration File No. 333-142911 PROSPECTUS STI Group, Inc. 4,400,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to 4,400,000 shares of our common stock underlying secured convertible notes in the principal amount of $750,000. The secured convertible notes are convertible into our common s

STI GROUP, INC. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675 April 10, 2008

CORRESP 1 filename1.htm STI GROUP, INC. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675 April 10, 2008 VIA EDGAR AND FAX: (202) 772-9210 Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Attention: Mark Schuman Re: STI Group, Inc. (the "Company") Registration Statement on Form S-1 (File No. 333-142911) Ladies and Gentlemen: Pursuant

WORKING CAPITAL LINE OF CREDIT

EX-10.22 2 v109380ex10-22.htm WORKING CAPITAL LINE OF CREDIT December 1, 2006 On or before December 31 2008, Monarch Bay Management Company, LLC (hereinafter “MBMC"), a California Limited Liability Company, promises to pay to Solana Technologies, Inc. or their associates or controlled companies (hereinafter "Holder") a sum of up to $500,000 plus such other and further sums as Holder may hereafter

As filed with the Securities and Exchange Commission on April 2, 2008 Registration No. 333-142911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 193

As filed with the Securities and Exchange Commission on April 2, 2008 Registration No.

STI Group, Inc. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675

STI Group, Inc. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675 April 2, 2008 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Mark B.Shuman Branch Chief - Legal Re: STI Group, Inc. Amendment number two to Form SB-2 Filed January 30, 2008 File No. 333-142911 Ladies and Gentlemen: The following responses address the comments

As filed with the Securities and Exchange Commission on January 30, 2008 Registration No. 333-142911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 2 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

As filed with the Securities and Exchange Commission on January 30, 2008 Registration No.

STI Group, Inc. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675

STI Group, Inc. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675 January 30, 2008 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Mark B.Shuman Branch Chief - Legal Re: STI Group, Inc. Registration Statement on Form SB-2 Filed May 14, 2007 File No. 333-142911 Ladies and Gentlemen: The following responses address the comments

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to Securities Purchase Agreement, dated as of November 6, 2007, shall serve to amend (a) the Securities Purchase Agreement, dated as of December 15, 2006, by and among STI Group, Inc. (formerly, Financial Systems Group, Inc.), a Delaware corporation with its headquarters located at 30950 Rancho Viejo Rd #120, San Juan Capistrano

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STI Group, Inc. (Exact name of Registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 9, 2007 Registration No.

STI Group, Inc. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675

CORRESP 1 filename1.htm STI Group, Inc. 30950 Rancho Viejo Road, #120 San Juan Capistrano, CA 92675 November 9, 2007 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Mark B.Shuman Branch Chief - Legal Re: STI Group, Inc. Registration Statement on Form SB-2 Filed May 14, 2007 File No. 333-142911 Ladies and Gentlemen: The following respon

ARTICLE I

SHARE EXCHANGE AGREEMENT, dated as of December 15, 2006 (the ?Agreement?), among FINANCIAL SYSTEMS GROUP, INC.

CALLABLE SECURED CONVERTIBLE NOTE San Juan Capistrano, California December 15, 2006 $600,000

EX-10.5 37 v074854ex10-5.htm THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPA

EX-10.20

STOCK PURCHASE WARRANT

EX-10.11 43 v074854ex10-11.htm THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRAT

Right to Purchase 400,000 Shares of Common Stock, par value $.001 per share STOCK PURCHASE WARRANT

EX-10.8 40 v074854ex10-8.htm THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIO

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of November 1, 2006 to be effective as of the date services were first rendered, by Solana Technologies, Inc.

CALLABLE SECURED CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

WORKING CAPITAL LINE OF CREDIT

EX-10.19 51 v074854ex10-19.htm WORKING CAPITAL LINE OF CREDIT September 20, 2006 On or before December 31 2008, Solana Technologies, Inc. (hereinafter “STI"), a Nevada Corporation, promises to pay to BounceGPS, Inc. or their associates or controlled companies (hereinafter "Holder") a sum of up to $500,000 plus such other and further sums as Holder may hereafter loan or advance to or for the benefi

PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT

PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT This Placement Agent and Advisory Services Agreement (this "Agreement") is made as of May 1, 2007 (the “Effective Date”), by and between STI Group, Inc.

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is entered into as of the 31st day of December, 2006 by and between FINANCIAL SYSTEMS GROUP, INC.

CALLABLE SECURED CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

Right to Purchase 4,800,000 Shares of Common Stock, par value $.001 per share STOCK PURCHASE WARRANT

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

CALLABLE SECURED CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

As filed with the Securities and Exchange Commission on May 14, 2007

As filed with the Securities and Exchange Commission on May 14, 2007 Registration No.

STI GROUP, INC. 2007 STOCK INCENTIVE PLAN ARTICLE I -- PREAMBLE

EX-4.1 31 v074854ex4-1.htm STI GROUP, INC. 2007 STOCK INCENTIVE PLAN ARTICLE I - PREAMBLE 1.1 This STI Group, Inc. 2007 Stock Incentive Plan of is intended to secure for the Company and its Affiliates the benefits arising from ownership of the Company's Common Stock by the Employees, Officers, Directors and Consultants of the Company and its Affiliates, all of whom are and will be responsible for

EX-3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS SERIES A PREFERRED STOCK (PAR VALUE $0.001 PER SHARE) Financial Systems Group, Inc. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK (PAR VALUE $0.

SECURITY AGREEMENT

SECURITY AGREEMENT SECURITY AGREEMENT (this ?Agreement?), dated as of December 15, 2006, by and among Financial Systems Group, Inc.

Right to Purchase 728,000 Shares of Common Stock, par value $.001 per share STOCK PURCHASE WARRANT

EX-10.10 42 v074854ex10-10.htm THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA

EX-3.2

TERM NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of December 15, 2006, by and among Financial Systems Group, Inc.

AMENDED AND RESTATED STI GROUP, INC. (A DELAWARE CORPORATION) ARTICLE I

AMENDED AND RESTATED BYLAWS OF STI GROUP, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be designated from time to time by the Board of Directors in the manner provided by law and need not be identical to the principal place of business of the Corporation. SECTION 2. OTHER OFFICES. The Corporati

Subsidiary of STI GROUP, INC.

Exhibit 21.1 Subsidiary of STI GROUP, INC. Jurisdiction Names under which Subsidiary Name of Incorporation subsidiary operates Solana Technologies, Inc. Nevada Solana Technologies, Inc.

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 15, 2006, by and among Financial Systems Group, Inc.

EXCHANGE AND RELEASE AGREEMENT

EX-10.2 34 v074854ex10-2.htm EXCHANGE AND RELEASE AGREEMENT THIS EXCHANGE AND RELEASE AGREEMENT (this “Agreement”) is made and entered into this 15th day of December, 2006, by and between Financial Systems Group, Inc., a Delaware corporation (“FSG”) and AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore Ltd. and AJW Qualified Partners, LLC (collectively, the “NIR Parties”). S

SUPPORT SERVICES AGREEMENT

SUPPORT SERVICES AGREEMENT Support Services Agreement (this "Agreement") dated as of May 1, 2007 (the "Effective Date") between Monarch Bay Management Company, LLC, a California limited liability company ("MBMC") and STI Group, Inc.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2006, by and among Financial Systems Group, Inc.