8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 19, 2005

STRATEGY INTERNATIONAL INSURANCE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

TEXAS (State or Other Jurisdiction of Incorporation) 333-106637 (Commission File Number) 16-1644353 (IRS Employer Identification Number)

200 Yorkland Blvd., Suite 710, Toronto, Ontario, M2J5C1, Canada

(Address of Principal Executive Offices with Zip Code)

Registrant’s telephone number, including area code: (416) 496-9988

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

qWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

qSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

qPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

qPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 4 — Matters Related to Accountants and Financial Statements

Item 4.01Changes in Registrant’s Certifying Accountant.

As used in this current report, the terms “we”, “us”, “our” or “Strategy International” refer to Strategy International Insurance Group, Inc., a Texas corporation. This current report on Form 8-K/A amends and supplements our current report on Form 8-K filed with the Commission on February 7, 2005, in which we reported that our previous independent public accountants, Samuel Klein and Company (“Samuel Klein”), resigned on January 19, 2005 due to the termination of its SEC practice group.

Also as reported, we have subsequently determined to engage Rotenberg, Meril, Solomon, Bertiger & Guttila (“RMSB&G”) as our independent public accountants, and RMSB&G’s engagement began on February 11, 2005. The engagement of RMSB&G was approved by our board of directors.

During the period of Samuel Klein’s engagement as our independent public accountants from January 1, 2004 through the date of its resignation on January 19, 2005, there were no disagreements with the former accountant, Samuel Klein, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. No such disagreement was discussed with our board of directors.

We furnished a copy of this current report to Samuel Klein prior to filing and requested Samuel Klein to furnish a letter addressed to the Securities and Exchange Commission stating whether or not Samuel Klein agrees with the statements made above and, if not, stating the respects in which it does not agree. A copy of this letter, dated August 22, 2005, is filed as Exhibit 16.1 to this current report.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

16.1 Letter dated August 22, 2005 indicating review of this report by Samuel Klein and Company, Certified Public Accountants

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 thereunto duly authorized.

	STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
Date: August 23, 2005	By:	/s/ Stephen Stonhill
		Name: Stephen Stonhill
		Title: Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX

Number Description

16.1 Letter dated August 22, 2005 indicating review of this report by Samuel Klein and Company, Certified Public Accountants

EX-16.1

EXHIBIT 16.1

[Letterhead of Samuel Klein and Company]

August 22, 2005

Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549

                                                Re:      Strategy International Insurance Group, Inc.

                                                            Form 8-K/A

Gentlemen:

We have read Form 8-K/A dated January 19, 2005 of Strategy International Insurance Group, Inc. and we agree with the statements made in the first, third and fourth paragraphs of the section entitled “Changes in Registrant’s Certifying Accountant” of Item 4.01 of this report.  We have no basis to agree or disagree with the second paragraph of this section.

/s/ Samuel Klein and Company

Samuel Klein and Company

Certified Public Accountants

Newark, New Jersey

Members American Institute of Certified Public Accountants

www.samuelklein-cpa-rma.com

CORRESP

Strategy International Insurance Group, Inc.

200 Yorkland Blvd., Suite 710

Toronto, Ontario M2J 5C1, Canada

(416) 496-9988

Via EDGAR

August 23, 2005

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE, Room 1580

Washington, D.C. 20549

Attn:Babette Cooper, Staff Accountant

Re: Strategy International Insurance Group, Inc.

Item 4.01 Form 8-K

Filed February 7, 2005

File No. 333-106637

Dear Ms. Cooper:

We are in receipt of your August 16, 2005 Comment Letter relating to the above-referenced filing (the “Initial 8-K”) with the Securities and Exchange Commission (the “Commission”) of Strategy International Insurance Group, Inc. (the “Company”). Enclosed herewith please find an amendment to the Initial 8-K on Form 8-K/A (the “Amendment”), as filed today, in order to conform the Initial 8-K to the Commission’s comments. Your comments, which appear below in italics for ease of reference, as well as the Company’s responses, are set forth below.

Please amend your Form 8-K to disclose the date that you engaged the new auditors.

Response: we have included such date in the enclosed Amendment.

State whether, during your two most recent fiscal years and any subsequent interim period before your former auditor resigned, you had any disagreements with your former auditor on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure.

Response: We have included a statement in the Amendment to the effect that, during the period of engagement of Samuel Klein and Company as our independent public accountants, from January 1, 2004 through the date of their resignation on January 19, 2005, there were no such disagreements.

To the extent that you amend the Form 8-K to comply with our comments, please obtain and file an Exhibit 16 letter from the former accountants stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.

Response: such letter has been requested, received and filed as an exhibit to the Amendment.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing described in this letter; that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to such filing; and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours, Strategy International Insurance Group, Inc.
	/s/ Stephen Stonhill
	Stephen Stonhill
	Chairman of the Board and Chief Executive Officer