8-K

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 earliest event reported): December 31, 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):

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

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

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

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

Section 7 — Regulation FD

Item 7.01Regulation FD Disclosure.

On January 10, 2006, Strategy International Insurance Group, Inc., a Texas corporation (“Strategy”), issued the Press Release attached as Exhibit 99.1 hereto.

Section 8 — Other Events

Item 8.01. Other Events.

Strategy entered into a letter agreement (the “Agreement”) attached as Exhibit 99.2 hereto with RS Group of Companies, Inc., a Florida corporation (“RS Group”), pursuant to which Strategy confirmed its intent to enter into a merger transaction with RS Group. In such transaction, RS Group will merge with and into Strategy or an affiliate, subsidiary or successor entity thereof (the “Merger Entity”), whereby the Merger Entity would be the surviving entity in the merger (the “Merger”). The Agreement contemplates that each of the holders of issued and outstanding stock of RS Group of any and all classes (“RS Stock”) will receive in the Merger, in exchange for every three shares of RS Stock held thereby, two shares of common stock of the Merger Entity (“Merger Stock”). Any and all issued and outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance, transfer or sale of any stock or other any equity securities (“Equity Rights”) of RS Group will be exchanged for comparable Equity Rights of the Merger Entity, based on the same exchange of three shares (or right to acquire shares) of RS Stock for two shares of Merger Stock. The consummation of the Merger is subject to the negotiation and execution of a definitive merger agreement and other definitive documents provided for in the Agreement, and the satisfaction of the closing conditions specified therein, including receipt of satisfactory fairness opinions.

The Agreement supersedes and replaces in all respects all previous understandings and agreements between Strategy and RS Group regarding the Merger and the transactions contemplated thereby.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release of Strategy International Insurance Group, Inc., dated January 10, 2006.

99.2 Letter Agreement between Strategy International Insurance Group, Inc. and RS Group of Companies, Inc.

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: January 25, 2006	By:	/s/ Stephen Stonhill
		Name: Stephen Stonhill
		Title: Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX

Number Description

99.1 Press release of Strategy International Insurance Group, Inc., dated January 10, 2006.

99.2 Letter Agreement between Strategy International Insurance Group, Inc. and RS Group of Companies, Inc.

EX-99.1

Exhibit 99.1

Strategy International Insurance Group, Inc. and RS

Group of Companies, Inc. Announce Agreement to Merger

Strategy International Insurance Group, Inc. (OTCBB:SGYI) and RS Group of Companies, Inc. (OTCBB:RSGC) announced today that, on January 6th, 2006, the respective Boards of Directors of the companies approved a letter agreement stating that RS Group would be merged with and into Strategy or a wholly-owned subsidiary of Strategy.

The merger will be subject to the execution of a definitive merger agreement, the vote of the shareholders of RS Group to approve the merger, the vote of the shareholders of Strategy to increase the authorized common stock of Strategy sufficient to issue the new shares to the RS Group companies, compliance with all necessary regulatory requirements, and such other customary conditions as shall be provided by the definitive merger agreement.

Pursuant to this letter agreement, each of the holders of issued and outstanding stock of RS Group as of the record date all classes shall receive, in exchange for every three shares of RS Group common stock held, two shares of common stock, $0.001 par value of Strategy common stock. The exchange ratio was based upon initial fairness opinions provided to the respective Boards of Directors of the RS Group and Strategy by independent valuation firms.

“We have long believed that the objectives of Strategy International and RS Group match. We are excited to see the efforts of both management teams have come to fruition. Combining our strengths into a single organization will lead to operational efficiencies and open up new revenue opportunities,” said Stephen Stonhill, President and CEO of Strategy International Insurance Group, Inc.

John Hamilton, CEO of RS Group of Companies, Inc., said “This is an exciting time for our investors, clients, employees and partners. We look forward to a future that we believe will enable both companies to expand its presence within the insurance and reinsurance industry.”

About RS Group of Companies, Inc.

RS Group of Companies, Inc. (http://www.rsgc.com) has developed and is implementing a strategy to design, structure and sell a broad series of pass-through risk specialty insurance and reinsurance platforms throughout North America. The company is structured as a holding company for an integrated group of businesses that operates in four distinct operating segments: residential rental services, timeshare affinity program, financial guarantee, and specialty insurance brokerage. Current offerings include RentShield(R) (http://www.rentshield.com), a Residential Rental Services Program being offered to North America’s $300 billion residential real estate rental market, and Value Guaranteed Vacations, Inc.’s timeshare affinity program, VGV(TM) Program (http://www.vgvinc.com).

About Strategy International Insurance Group, Inc.

Strategy International Insurance Group, Inc., (http://www.sgyi.com) a Texas corporation is a publicly traded holding company for a group of financial service companies that are located throughout the world. Strategy Holding Company Limited, a wholly-owned subsidiary is the parent company for a group of insurance related organizations whose operating subsidiaries include Strategy Insurance Limited of Barbados, Strategy Insurance (Canada) Limited and Strategy Underwriting Agency Limited. Strategy Holding Company Limited owns all of the insurance operations of which the key operating insurance company is Strategy Insurance Limited. Strategy Insurance Limited was incorporated in Barbados on December 23, 2003 and was granted a license under the Barbados Exempt Insurance Act on March 25, 2004. Strategy Insurance Limited is Strategy International Insurance Group, Inc.’s key operating insurance company.

Forward-Looking Statement

Statements in this press release which are not historical in nature are intended to be forward-looking statements made in reliance on the “safe harbor” of the Securities Exchange Act of 1934. Each company cautions that forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied in such statements. When used in this press release, words including “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “could,” “may” and similar expressions, as they relate to either company or such company’s management identify forward-looking statements. Such forward-looking statements are based on the beliefs of, as well as assumptions made by and information currently available to, each Company. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, domestic and international business, economic and political conditions and developments, competitive factors, pricing pressures, capacity and factors affecting the insurance industry. Readers are cautioned not to place undue reliance on these forward-looking statements. Neither Company undertakes any obligation to update or revise any forward-looking statement.

RS Group of Companies, Inc. (OTC Bulletin Board:RSGC)

Strategy International Insurance Group, Inc. (OTC Bulletin Board:SGYI)

Wellington-Cooke Corporate Services

Patti Cooke

(416) 464-7484

pcooke@wellington-cooke.com

Source: Business Wire (January 10, 2006 - 4:05 PM EST)

EX-99.2

Exhibit 99.2

[GRAPHIC]

INTERNATIONAL INSURANCE GROUP, INC.

RS Group of Companies, Inc.

200 Yorkland Blvd.

Toronto, Ontario

Canada JM2J 5CI

Attention:  Mr. Kenneth Minn
President December 31, 2005

Strategy International Insurance Group, Inc., a Texas corporation (“Strategy”), has agreed to enter into a merger (the “Merger”) with RS Group of Companies, Inc., a Florida corporation (“RS”). Strategy and RS are sometimes collectively referred to as the “Parties” and each a “Party.” This letter (this “Letter Agreement”) sets forth the principal terms that the parties have agreed shall apply to the Merger. Each Party acknowledges that, by executing this Letter Agreement, this Letter shall constitute a legally binding agreement of such Party.

The Parties agree that, subject to the conditions described herein, RS shall merge with and into Strategy or an affiliate, subsidiary or successor entity thereof (the "Merger Entity"), whereby the Merger Entity shall be the surviving entity of the Merger. As consideration for the Merger, each of the holders of issued and outstanding stock of RS of any and all classes (“RS Stock”) shall receive, in exchange for every three shares of RS Stock held thereby, two shares of common stock, $.001 par value, of the Merger Entity (“Merger Stock”). Any and all issued and outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance, transfer or sale of any stock or other any equity securities (“Equity Rights”) of RS shall be exchanged for comparable Equity Rights of the Merger Entity, based on the same exchange of three shares (or right to acquire shares) of RS Stock for two shares of Merger Stock.

The obligation of the Parties to consummate the Merger is subject to the execution and delivery of the Merger Agreement (as hereinafter defined), the Other Documents (as hereinafter defined) and the satisfaction of the closing conditions specified therein. The Parties have completed substantial due diligence and will require that at closing there has been no material adverse change to the financial condition, prospects or business of the other Party.

To effect the Merger, the Parties shall execution and deliver a definitive agreement and plan of merger (the “Merger Agreement”), containing therein the terms and conditions set forth in this Letter Agreement, as well as other terms and conditions not inconsistent with this Letter Agreement, including without limitation, applicable representations, warranties, indemnities and other preconditions to closing, defaults and other customary provisions for a merger such as is contemplated hereby, and the Parties shall also execute such other instruments, certificates and agreements (the “Other Agreements”) are shall be necessary or useful to effect the Merger, all in such form and substance as shall be agreed to by the Parties to the Merger. The Parties intend to commence the preparation and final negotiation of the Merger Agreement and the Other Agreements promptly following the execution and delivery of this Letter Agreement.

 Barbados l Toronto l London l New York

200 Yorkland Blvd., Suite 710, Toronto, ON M2J 5C1

Tel: 866 876-7368    Fax: 416 391-4985

Page 2 of 3

Strategy and RS each agrees to act in good faith to negotiate and complete the Merger Agreement and the Other Agreements, and to execute and deliver the same on a timely basis, and to take and cause to be taken such other action as may be required to document and consummate the Merger, including, without limitation, obtaining the necessary consents and approvals of governmental bodies, insurance regulators, lenders, or other third parties as may be required, on terms mutually acceptable to the parties including, if applicable, a compliance under the Hart-Scott-Rodino Act.

It is understood that this Letter Agreement does not contain all matters upon which agreement must be reached in order to effect the Merger, but is intended solely as an outline of the material provisions and material documents. As stated above, the parties agree to act in good faith in the negotiation and execution and delivery of the Merger Agreement and the Other Agreements and the consummation of the Merger.

This Letter Agreement supersedes and replaces in all respects all prior understandings and agreements of the Parties with respect to the Merger and the transactions contemplated thereby, all of which are merged herein.

This Letter Agreement will be governed by the laws of the State of New York, without regard to conflicts of law rules of such State which would result in the application of the laws of another jurisdiction.

Each of the Parties hereto will be responsible for and bear all of its own costs and expenses incurred in connection with the Merger and the transactions contemplated thereby.

This Letter Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Letter Agreement and all of which, when taken together, will be deemed to constitute one and the same document.

It is understood that this Letter Agreement is being executed by each of Strategy and RS, with the knowledge of, but subject to the final approval of this Letter Agreement, the Merger and the transactions contemplated hereby, by their respective Boards of Directors. The Board of Directors of each of Strategy and RS have scheduled to meet on January 5, 2006, to approve, subject to receipt of satisfactory fairness opinions, at such meeting, this Letter Agreement, the Merger and the transactions contemplated hereby.

 Barbados l Toronto l London l New York

200 Yorkland Blvd., Suite 710, Toronto, ON M2J 5C1

Tel: 866 876-7368    Fax: 416 391-4985

If the terms of this Letter Agreement are acceptable, please sign and return the enclosed copy of this Letter Agreement Strategy, whereupon this Letter Agreement shall constitute a binding agreement between Strategy and RS.

Strategy International Insurance Group, Inc.

By: /s/ Louis E. Lettieri                               

Name: Louis E. Lettieri

Title: CFO

Agreed and Accepted as

the 31st day of December 2005

RS Group of Companies, Inc.

By: /s/ Kenneth Min                         

Name: Kenneth Min

Title: President

 Barbados l Toronto l London l New York

200 Yorkland Blvd., Suite 710, Toronto, ON M2J 5C1

Tel: 866 876-7368    Fax: 416 391-4985