ThZeal - The Zeal

S-1 1 v154885_s1.htm

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2009

REGISTRATION NO. ________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SSGI, INC.

(Name of small business issuer in its charter)

Florida	1542	91-1930691
(State or jurisdiction of	(Primary Standard	(I.R.S. Employer
incorporation or	Industrial Classification	Identification Number)
organization)	Code Number)

SSGI, INC.

8120 Belvedere Road, Suite 4

West Palm Beach, Florida 33411

(561) 333-3600

(Address and telephone number of principal executive offices)

COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO

AGENT FOR SERVICE, SHOULD BE SENT TO:

RYAN SEDDON

PRESIDENT

8120 Belvedere Road, Suite 4

West Palm Beach, Florida 33411

(561) 333-3600

(Name, address and telephone number of agent for service)

WITH A COPY TO:

STEPHEN J. CZARNIK, ESQ.

COHEN & CZARNIK LLP

17 STATE STREET

NEW YORK, NEW YORK 10004

(212) 232-8323

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on his Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer

o Accelerated filer

o Non-accelerated filer

x Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Each

Proposed Maximum

Proposed

Class of Securities

Amount

Offering Price

Maximum Aggregate

Amount of Registration

To Be Registered

Per Share(1)

Offering Price

Fee(2)

Common Stock

5,724,160

0.51

2,919,321.6

162.90

$0.001 par value per share

(1)

Based on the last sale price.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 16, 2009

PROSPECTUS

5,724,160 SHARES

SSGI, INC.

COMMON STOCK

This is an offering of a total of 5,724,160 shares of our common stock by the individuals who are named under the caption “Selling Shareholders”. We will not receive any proceeds from the sale of shares of common stock by the selling shareholders.

The selling shareholders will sell their shares at $__per share until the Company’s shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that the shares will be quoted on the OTC Bulletin Board.

The selling shareholders may offer and sell the shares of common stock at the offering price which will be $___per share until the shares of common stock are quoted on the over-the-counter market. If the shares of common stock are quoted on the over-the-counter market, the selling shareholders may offer and sell the shares of common stock at market prices prevailing at the time of sale or at privately negotiated prices.

We will bear all expenses in connection with the registration and sales of the shares of common stock being offered by the selling shareholders, other than any underwriting discounts and selling commissions.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on Page 7.

There is no public market for our common stock, therefore the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have retained no underwriters in connection with this offering.

The date of this prospectus: July 17, 2009

TABLE OF CONTENTS

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

PAGE

Prospectus Summary		4
Forward-Looking Statements		7
Risk Factors		7
Use of Proceeds		12
Dilution		12
Selling Shareholders		13
Plan of Distribution		16
Description of Securities		18
Transfer Agent		18
Interests of Named Experts and Counsel		19
Description of Business		19
Legal Proceedings		25
Market for Common Equity and Related Shareholder Matters		25
Management’s Discussion and Analysis of Financial Condition and Plan of Operations		26
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		34
Directors, Officers, Promoters and Control Persons		35
Security Ownership of Beneficial Owners and Management		36
Certain Relationships and Related Transactions		37
Executive Compensation		39
Disclosure of Commission Position of Indemnification for Securities Act		40
Organization Within Last Five Years		40
Index to Financial Statements		F-1

PROSPECTUS SUMMARY

This Summary highlights selected information contained elsewhere in this prospectus. This Summary may not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including “Risk Factors” and the Financial Statements, before making a decision to invest in our common stock.

OUR COMPANY

SSGI, Inc. was incorporated in Florida on July 7, 1997 under the name All Product Distribution Corp. On July 29, 1998, the company changed its name to Phage Therapeutics International, Inc. (“Phage”). On November 16, 2007, the company changed its name from Phage to SSGI, Inc (“SSGI” or the “Company”). SSGI is a holding company for our sole operating entity and wholly owned subsidiary, Surge Solutions Group, Inc. (“Surge”). Surge was incorporated in Florida on November 26, 2001. On March 30, 2007, Surge changed its name from Surge Restoration, Inc. to Surge Solutions Group, Inc.

On December 18, 2007, the Company, Surge, Ryan Seddon, Michael Yurkowsky and Peter Wilson entered into a Share Exchange Agreement pursuant to which the Company purchased all of the shares of Surge’s common stock in a one share for one share exchange (the “2007 Share Exchange Agreement”). The 2007 Share Exchange Agreement was authorized by a written consent of the board or directors of the Company and the majority of shareholders of the Company. Pursuant to the terms of the 2007 Share Exchange Agreement, on or around January 15, 2008, the Company effected a 35 to 1 reverse stock split with the Company’s outstanding shares being reduced from 14,587,370 to 416,782. Also pursuant to the 2007 Share Exchange Agreement, the Company changed its name on November 16, 2007 from Phage Therapeutics International, Inc. to SSGI, Inc. Additionally, pursuant to the 2007 Share Exchange Agreement and the closing of the transactions contemplated thereby, on or around February 22, 2008, the Company issued 33,025,000 shares of its common stock to the shareholders of Surge in exchange for 33,025,000 shares of Surge representing 100% of Surge’s outstanding shares of common stock. As a result of the closing of the transactions contemplated by the 2007 Share Exchange Agreement, Surge became a 100% subsidiary of the Company and its sole operating company.

At inception, Surge’s primary focus was the insurance restoration industry. At that time, management saw an industry trend towards vendor contractor programs as a means to reduce potential exposure for insurance companies with a focus to lower claim payouts by providing the insured with a pre-approved contractor that was using wholesale pricing in exchange for volume work. Through good customer service and an aggressive marketing plan, we experienced significant business growth in this market through 2005 and 2006. In order to maintain a more diversified revenue stream and increase growth, management expanded the current business profile to include additional segments of the market, as discussed below.

Surge is a multi disciplined solutions company specializing in four specific markets of general construction, including insurance restoration, petroleum contracting, installation services for large scale national home improvement chain, and new construction.

Markets

Insurance Restoration

Surge has been in the insurance restoration business since its inception in 2001, and insurance restoration is at the core of the Surge business model. Surge is a preferred contractor for insurance companies. As a preferred vendor, Surge is qualified for residential, commercial and industrial projects. Surge has been successful in the insurance restoration arena due to its unique ability to offer the insured, adjuster and carrier one single source for mold remediation, flood mitigation, fire restoration, emergency services, contents cleaning and inventory compilation services. Surge also utilizes “in-house” crews to perform specialized remediation and restoration services which can give Surge’s clients a more competitive price and superior quality of work. Surge, through its well developed infrastructure and geographic diversity, has the ability to cover most of the State of Florida, which is a key factor that insurance companies look for in contractors in the Florida market.

Petroleum Contracting Specifically Relating to Government Mandates

Petroleum upgrade replacements involve the removal and replacement of obsolete single walled tanks and piping and the related clean up on any petroleum dispensing and or storage sites, such as gas stations, factories, citrus farms and multi faceted industrial facilities.

Currently, Florida legislature has imposed a December 31, 2009 deadline for the mandate. According to information obtained from the state of Florida DEP, this leaves thousands of sites in the state of Florida needing some level of compliance upgrade over the next ten months in order to comply with the mandate.

Regulation of underground petroleum storage tanks began in the early 1980s with the recognition that Florida’s groundwater, which provides 90% of the state’s needs, was at risk of becoming contaminated. In 1982, petroleum contamination from a leaking underground petroleum storage tank was documented in a well field for the City of Bellevue, in Marion County drinking water, 70% of the state’s industrial water and 50% of its agricultural water. The legislative response to the problem was the passage of the Water Quality Assurance Act of 1983. Generally, the act provided for:

• Prohibition against petroleum discharges;

• Required cleanup of petroleum discharges;

• State mandated cleanup if not done expeditiously;

• Strict liability for petroleum contamination; and

• Required tank inspections and monitoring.

Due to active shortage of new in ground petroleum tanks, there is currently a significant lead time for the delivery of the new 2009 compliant tanks. This lead time is sure to increase as the deadline gets closer. This creates incentive for the petroleum tank owners to commit to an upgrade today.

Management believes that Surge has a competitive advantage with the compliance upgrades by utilizing a Xerxes secondary containment system to provide an alternative to full tank replacement. By utilizing the existing tank, we can save significant time and money in comparison to a traditional tank replacement.

New construction Commercial, Industrial and retail

Surge, as a full service general contractor, provides design/build and construction services for commercial, industrial and retail customers throughout Florida. Our construction model has provided a dynamic synergy with our petroleum markets by providing our clients with a single source “turn key” solution for retail and wholesale petroleum storage facilities.

The Company’s subsidiary, Surge Solutions Group, Inc., maintains a Website at http:// www.surgesolutionsgroup.com.

For the three months ended March 31, 2009, we incurred a net loss of $ 316,930 from revenues of $1,673,185. Although we incurred a net loss of $2,437,530 and $1,633,530 for the years ended December 31, 2008 and 2007, respectively, our revenues increased from $1,821,735 for the year ended December 31, 2007 to $6,802,107 for the year ended December 31, 2008. The following table summarizes these results:

	Three
	Months Ended			Year Ended			Year Ended
	March 31,			December 31,			December 31,
	2009			2008			2007
				(restated)			(restated)

Revenues	$	1,673,185		$	6,802,107		$	1,821,735

Cost of Revenues & General & Administrative Expenses	$	1,962,361		$	9,161,595		$	3,408,308

Other Income (Expenses)	$	(27,754	)	$	(78,042	)	$	(46,957	)

Net Loss	$	(316,930	)	$	(2,437,530	)	$	(1,633,530	)

Net Loss Per Common Share, Basic and Diluted	$	(0.009	)	$	(0.072	)	$	(0.067	)

	March 31,			December 31,
	2009			2008			2007
				(restated)			(restated)

Total Assets	$	1,296,105		$	1,069,126		$	429,309

Total Stockholders' Deficiency	$	(1,785,246	)	$	(1,482,143	)	$	(392,180	)

Retained Earnings (Accumulated Deficit)	$	(4,554,240	)	$	(4,237,310	)	$	(1,799,780	)

CORPORATE INFORMATION

SSGI, Inc. was incorporated in Florida on July 7, 1997, under the name All Product Distribution Corp. On July 29, 1998, the company changed its name to Phage Therapeutics International, Inc. (“Phage”). On November 16, 2007, the company changed its name from Phage to SSGI, Inc (“SSGI” or the “Company”). SSGI is a holding company for our sole operating entity and wholly owned subsidiary, Surge Solutions Group, Inc. (“Surge”). Surge was incorporated in Florida on November 26, 2001. On March 30, 2007, Surge changed its name from Surge Restoration, Inc. to Surge Solutions Group, Inc.

Our principal executive offices are located at 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411. Our telephone number is (561) 333-3600. The information contained on our website is not part of this prospectus.

THE OFFERING

The selling shareholders are registering for resale 5,724,160 shares of our common stock, which they currently own.

Price per share offered	$	________

Securities offered by selling shareholders		5,724,160 shares

Common stock outstanding before the offering		34,687,630 shares

Common stock to be outstanding after the offering		34,687,630 shares

FORWARD-LOOKING STATEMENTS

In this prospectus, we include some forward-looking statements that involve substantial risks and uncertainties and other factors which may cause our operational and financial activity and results to differ from those expressed or implied by these forward-looking statements. In many cases, you can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and “continue,” or similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition, or state other “forward-looking” information.

You should not place undue reliance on these forward-looking statements. The sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations”, as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

RISK FACTORS

An investment in our common stock involves risks. You should carefully consider the following risks, as well as the other information contained in this prospectus. If any of the following risks actually occur, our business could be materially harmed.

Investment Risks

o Our results of operations have not been consistent, and we may not be able to achieve profitability.

For the three months ended March 31, 2009, we incurred a net loss of $ 316,930 as well as net losses of $2,437,530 and $1,633,530 for the years ended December 31, 2008 and 2007, respectively. We have continued to incur substantial losses and there are no assurances that we will become profitable in the future. Our ability to generate a profit may be difficult due to the fact that we are a young company in a highly competitive industry.

The Company's independent auditors have included an explanatory paragraph in the financial statements of the Company for the years ended December 31, 2008 and 2007 and the for the three month period ended June 30, 2009 stating that the financial statements have been prepared on the assumption that the Company will continue as a going concern and that financing uncertainties raise substantial doubt about the Company's ability to continue as a going concern.

Our business plan is speculative and unproven and there can be no assurance that we will be successful in executing our business plan or, even if we successfully implement our business plan, that we will achieve profitability now or in the future. If we incur significant operating losses, our stock price may decline, perhaps significantly.

We cannot be sure that we will achieve profitability in fiscal 2009 or thereafter. Continuing losses may exhaust our capital resources and force us to discontinue operations or seek additional financing that will have a dilutive effect on our current shareholders.

o Dependence on key executive and management personnel

Our performance and success is substantially dependent on the continued services and on the performance of our executive officers and other key employees, some of whom have worked together for a limited period of time. We are dependent on attracting, retaining and motivating certain highly qualified personnel. Although we currently have employment agreements with our Chief Executive Officer and Chief Financial Officer, there can be no assurance that they will continue to be employed by us. Our Chief Executive Officer possesses comprehensive knowledge of our industry. While we believe our executive officers have no present plans to leave the Company or to retire in the near future, the loss of the services of their services or any of our other key executives could have a material adverse effect on our business, results of operations or financial condition.

o Loans provided by key executives and employees

In the past, key executives and employees of our Company have provided loans to the Company. There is no assurance that these key executives can continue to make loans to the Company when needed. If they are unable to make loans to the company, we may have to seek debt and/or equity funding from third parties. We may have to accept terms and conditions that are not advantageous to the Company or its stockholders and could have a material adverse effect on our business, results of operations or financial condition.

o Our operating results may fluctuate.

We may experience fluctuations in our operating results. Fluctuations in our operating results may be caused by many factors including, but not limited to, the following:

our ability to successfully market our services;

the timing of entry into new business areas;

competition and pricing in our industry;

reduction in demand for our services;

our ability to attract and retain strategic partners;

the degree and rate of growth of the markets in which we compete and the accompanying demand for our services;

our ability to expand our internal and external sales forces;

our ability to attract and retain key personnel;

general economic conditions; and

change in government regulations

o We must effectively manage the growth of our operations, or our results of operations will suffer.

Our ability to successfully implement our business plan requires an effective planning and management process. If funding is available, we may increase the scope of our operations by expanding into new geographic markets. Implementing our business plan will require significant additional funding and resources. If we are successful in growing our operations, we will need to hire additional employees and make significant capital investments. As we continue to grow our operations, it may place a significant strain on our management and our resources. As a result of our recent growth and any continued growth, we will need to improve our financial and managerial controls and reporting systems and procedures, and we will need to expand, train and manage our workforce. Any failure to manage any of the foregoing areas efficiently and effectively could cause our results of operations to suffer.

o The credit and securities markets have exhibited extreme volatility and disruption throughout 2008 and early 2009. In light of this continuing volatility, the Company’s reliance on its line of credit for a significant portion of its cash requirements could adversely affect the Company’s liquidity and cash flow.

In November of 2007, a financial institution extended the Company a line of credit in the amount of $750,000. In November of 2008, with a balance due of $745,000, the Company converted the line of credit to a term loan that required monthly interest payments at the Prime Rate plus 1.5% until December 3, 2008. Thereafter, the Company was required to make monthly principal and interest payments of $35,000 with the first payment due on January 3, 2009. The note was due in full on June 3, 2009. As of March 31, 2009, the outstanding balance was $648,683. The line is collateralized with a blanket lien on business assets of the company and a personal guarantee of one shareholder.

On June 3, 2009, with the balance of the loan at $551,164, the financial institution extended the maturity date of the loan to December 3, 2009 at the Prime Rate plus 2% (but not less than 5%). The loan extension continues to require the Company to make monthly principal and interest payments of $35,000. The inability of the Company to negotiate an additional extension of the loan, continue to make monthly principal and payments on the loan, or the unwillingness of another financial institution to offer the Company a replacement credit facility could have a material adverse affect on the Company’s liquidity position and cash flow.

o Economic downturns in general would have a material adverse effect on the Company’s business, operating results and financial condition.

The Company’s operations may in the future experience substantial fluctuations from period to period as a consequence of general economic conditions affecting consumer spending. The Company has customers engaged in various industries. These industries may be affected by economic factors, which may impact their ability to obtain financing for projects. If customers have difficulty obtaining financing for projects, this may impact the Company’s ability to meet revenue and profitability goals. Thus, any economic downturn in general would have a material adverse effect on the Company’s business, operating results and financial condition.

o Many factors are beyond our control.

Demand for our services is primarily driven by the underlying consumer market demand for our services. Should the growth in demand be inhibited, our business, results of operations, and/or financial condition would be adversely affected. Sales are also difficult to forecast because the market for our services is rapidly evolving.

o We face competition from numerous sources and competition may increase, leading to a decline in revenues.

We compete primarily with well-established companies, many of which have greater resources than us. We believe that barriers to entry in our service segments are not significant and start-up costs are relatively low, so our competition may increase in the future. New competitors may be able to launch new businesses similar to ours, and current competitors may replicate our business model, at a relatively low cost. If competitors with significantly greater resources than ours decide to replicate our business model, they may be able to quickly gain recognition and acceptance of their business methods and products through marketing and promotion. We may not have the resources to compete effectively with current or future competitors. If we are unable to effectively compete, we will lose sales to our competitors and our revenues will decline.

o Our failure to comply with federal and state environmental laws and regulations could result in fines or injunctions, which could materially impair the operation of our business.

Portions of our business are heavily regulated by federal, state and local environmental laws and regulations, including those promulgated by the U.S. Environmental Protection Agency. These federal, state and local environmental laws and regulations govern the discharge of hazardous materials into the air and water, as well as the handling, storage, and disposal of hazardous materials and the remediation of contaminated sites. Our businesses involve working around and with volatile, toxic and hazardous substances and other regulated substances. We may become liable under these federal, state and local laws and regulations for the improper characterization, handling or disposal of hazardous or other regulated substances. We may become subject to claims for personal injury or property damage related to accidents, spills, and exposure to hazardous substances that are related to our business. It is possible that some of our operations could become subject to an injunction which would impede or even prevent us from operating that portion of our business. Any significant environmental claim or injunction could have a material adverse effect on our financial condition. Additionally, environmental regulations and laws are constantly changing, and changes in those laws and regulations could significantly increase our compliance costs and divert our human and other resources from revenue-generating activities.

o The failure to obtain and maintain required governmental licenses, permits and approvals could have a substantial adverse effect on our operations.

Portions of our operations, particularly our restoration, petroleum contracting, and construction services business segments, are highly regulated and subject to a variety of federal and state laws, including environmental laws which require that we obtain various licenses, permits and approvals. We must obtain and maintain various federal, state and local governmental licenses, permits and approvals in order to provide our services. We may not be successful in obtaining or maintaining any necessary license, permit or approval. Further, as we seek to expand our operations into new markets, regulatory and licensing requirements may delay our entry into new markets, or make entry into new markets cost-prohibitive. We cannot assure you that we will be able to obtain or, once obtained, maintain our licenses or registrations in any states where we are required to be licensed or registered to operate our business. Our activities in states where necessary licenses or registrations are not available could be curtailed pending processing of an application, and we may be required to cease operating in states where we do not have valid licenses or registrations. We could also become subject to civil or criminal penalties for operating without required licenses or registrations. These costs may be substantial and may materially impair our prospects, business, financial condition and results of operations.

o Environmental remediation operations may expose our employees and others to dangerous and potentially toxic quantities of hazardous products.

Toxic quantities of hazardous products can cause cancer and other debilitating diseases. Although we take extensive precautions to minimize worker exposure and we have not experienced any such claims from workers or other persons, there can be no assurance that, in the future, we will avoid liability to persons who contract diseases that may be related to such exposure. Such persons potentially include employees, persons occupying or visiting facilities in which contaminants are being, or have been, removed or stored, persons in surrounding areas, and persons engaged in the transportation and disposal of waste material. In addition, we are subject to general risks inherent in the construction industry. We may also be exposed to liability from the acts of our subcontractors or other contractors on a work site.

o A substantial portion of our revenues are generated as a result of requirements arising under federal and state laws, regulations and programs related to protection of the environment.

Environmental laws and regulations are, and will continue to be, a principal factor affecting demand for our services. The level of enforcement activities by federal, state and local environmental protection agencies and changes in such laws and regulations also affect the demand for such services. If the requirements of compliance with environmental laws and regulations were to be modified in the future, the demand for our services, and our business, financial condition and results of operations, could be materially adversely affected.

o If the Company fails to maintain adequate insurance, our financial results could be negatively impacted.

We carry standard general liability insurance in amounts determined to be reasonable by our management. Although we believe we are adequately insured, if we fail to adequately assess our insurance needs or if a significant amount of claims are made by workers or others, there can be no assurance that the amount of such claims will not exceed our available insurance, resulting in a material negative impact on our financial results. This could have an adverse impact on the price of our common stock.

o We are partially dependent on a national tank reline firm in connection with our in service tank upgrade business.

The Company has a working relationship with a national petroleum tank remediation firm (“TankTech”) which will provide the Company with access to a significant number of potential tank reline/upgrade opportunities in the State of Florida. This relationship could also provide the Company opportunities to expand outside of Florida into other States. If TankTech should cease supplying us with access to potential tank reline/upgrade opportunities or if the relationship deteriorated, it would negatively affect our operating results. Similarly, if TankTech should encounter technical, operating or financial difficulties of its own, it could negatively affect our operating results.

o We are dependent on specific suppliers for certain key supplies related to our services.

We purchase supplies from various vendors pursuant to purchase orders placed from time to time. We generally do not carry significant inventories of these supplies. If any of our vendors should fail to supply or enhance such supplies, or if any of our vendors should encounter technical, operating or financial difficulties, it could imperil our ability to continue providing services that use these supplies. While we believe that alternative sources for these supplies could be developed, an interruption of our supply could damage our business and negatively affect our operating results.

Risks Related to This Offering

o The Company has not been profitable since the year ended December 31, 2006 and has incurred losses of $2,437,530 and $1,633,530 for the years ended December 31, 2008 and 2007, respectively as well as losses for the three months ended March 31, 2009 of $316,930. The Company does not currently have the financial resources to continue to incur losses and may need additional funds in the future. If we are unable to obtain additional funds or financing and key executives are unable to make loans to the Company, the Company could face economic conditions that will cause it to cease operations. If this were to occur, investors in the Company’s common stock could lose their entire investment.

If our capital resources are insufficient to meet future capital requirements, we will have to raise additional funds. If we are unable to obtain additional funds on terms favorable to us, we may be required to cease or reduce our operating activities.

o If we raise additional funds by selling additional shares of our capital stock, the ownership interests of our shareholders will be diluted.

Our Amended and Restated Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock, par value $0.001 per share, of which 34,687,630 shares are issued and outstanding. The future issuance of additional shares of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock and/or warrants to purchase our stock for future services or other corporate actions may have the effect of diluting the value of the shares held by our shareholders, and might have an adverse effect on any trading market for our common stock.

o Our common stock trades on the Pink Sheets electronic quotation system.

The Company’s common stock currently trades on the Pink Sheets electronic quotation system under the symbol “SSGI.PK”. The Pink Sheets is a decentralized market regulated by the Financial Industry Regulatory Authority (FINRA) in which securities are traded via an electronic quotation system. There can be no assurance that a trading market for the Company’s common stock will continue to exist in the future, and there can be no assurance that an active trading market will develop or be sustained. The market price of the shares of common stock is likely to be highly volatile and may be significantly affected by factors such as actual or anticipated fluctuations in the Company’s operating results, announcements of technological innovations, new products or new contracts by the Company or its competitors, developments with respect to proprietary rights, adoption of new government regulations, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market price for the common stocks of technology companies. These types of broad market fluctuations may adversely affect the market price of the company’s common stock. See Risk Factor “Our stock price may be highly volatile” below.

o Our shares of common stock are thinly traded, so shareholders may be unable to sell at or near ask prices or at all if they need to sell shares to raise money or otherwise desire to liquidate their shares.

Our common stock has from time to time been “thinly-traded”, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours, or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give shareholders any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

o Our common stock will be subject to “penny stock” rules which may be detrimental to investors.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. The securities will become subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of purchasers in this offering to sell the common stock offered hereby in the secondary market.

o Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.

Sales of a substantial number of shares of common stock in the public market after this offering could materially adversely affect the market price of the common stock. Such sales also might make it more difficult for the Company to sell equity securities or equity-related securities in the future at a time and price that the Company deems appropriate.

o We do not anticipate paying any dividends.

No dividends have been paid on the common stock of the Company. The Company does not intend to pay dividends (cash or otherwise) on its common stock in the foreseeable future, and anticipates that profits, if any, received from operations will be devoted to the Company’s future operations. Any decision to pay dividends in the future will depend upon the Company’s profitability at the time, cash available and other relevant factors.

o Our stock price may be highly volatile.

The market price of our common stock, like that of many other solutions companies, has been highly volatile and may continue to be so in the future due to a wide variety of factors, including:

our quarterly operating results and performance;

litigation and government proceedings;

adverse legislation;

changes in government regulations;

economic and other external factors; and

general market conditions.

In addition, potential dilutive effects of future sales of shares of common stock by shareholders and by the Company could have an adverse effect on the market price of our shares.

o Our Chief Executive Officer and principal shareholder has significant influence over our Company which could make it impossible for the public shareholders to influence the affairs of the Company.

Approximately 50% of our outstanding voting capital stock is beneficially held by our President, Chief Executive Officer and Chairman of the Board of Directors. Although he does not hold a majority of the shares of common stock, he will effectively be able to control substantially all matters requiring approval by the shareholders of the Company, including the election of all directors and approval of significant corporate transactions. This could make it difficult for the public shareholders to influence the affairs of the Company.

USE OF PROCEEDS

The shares of common stock being offered hereby are for the account of the selling shareholders. Accordingly, we will not receive any of the proceeds from the resale of shares of common stock by the selling shareholders.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no market for our common stock. The offering price of the shares was arbitrarily determined and bears no relationship to assets, book value, net worth, earnings, actual results of operations, or any other established investment criteria.

DILUTION

Since this offering is being made solely by the selling shareholders and none of the proceeds will be paid to us, our net tangible book value will be unaffected by this offering.

SELLING SHAREHOLDERS

The following table sets forth the names of the selling shareholders and for each selling shareholder the number of shares of common stock beneficially owned as of July 10, 2009 and the number of shares being registered. The selling shareholders have furnished all information with respect to share ownership. The shares being offered are being registered to permit public secondary trading of the shares and each selling shareholder may offer all or part of the shares owned for resale from time to time. A selling shareholder is under no obligation, however, to sell any shares immediately pursuant to this prospectus, nor is a selling shareholder obligated to sell all or any portion of the shares at any time. Therefore, no estimate can be given as to the number of shares of common stock that will be sold pursuant to this prospectus or the number of shares that will be owned by the selling shareholders upon termination of the offering made hereby.

The following table provides, as of July 10, 2009, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1. The number of shares owned by each shareholder prior to this offering;

2. The total number of shares that are to be offered by each shareholder;

3. The total number of shares that will be owned by each selling shareholder upon completion of this offering;

4. The percentage owned by each selling shareholder upon completion of this offering; and

5. The identity of the beneficial holder of any entity that owns the shares.

To the best of our knowledge, the named parties in the table that follows are the beneficial owners and have the sole voting and investment power over all shares or rights to the shares reported. In addition, the table assumes that the selling shareholders do not sell shares of common stock not being offered through this prospectus and do not purchase additional shares of common stock.

The column reporting the percentage owned upon completion assumes that all shares offered are sold, and is calculated based on 34,687,630 shares outstanding on July 10, 2009.

	Shares of Common Stock Owned		Shares of Common Stock to be Registered		Shares of Common Stock Owned Following the Offering Assuming all the Shares being Registered are Sold		Percent of Common Stock Owned Following the offering Assuming all the Shares being Registered are Sold

Thomas W. Adams		20,000		5,000		15,000		0.0435038	%

John Allen		658,000		164,500		493,500		1.4312767	%

William C. Armor		116,000		29,000		87,000		0.2523223	%

Auron 2000, Inc.		6,645		1,661		4,984		0.0144542	%

Ryan D. Aubert		50,000		12,500		37,500		0.1087596	%

Victor P. Bannon		10,000		2,500		7,500		0.0217519	%

Lee Palmer Bearsch		200,000		50,000		150,000		0.4350385	%

Cindy Bell		6,000		1,500		4,500		0.0130512	%

BFS Services		20,036		5,009		15,027		0.0435822	%

Brad Brooks (1)		273,000		40,950		232,050		0.6730046	%

CEDE and Company	193,743	48,436	145,307	0.4214283	%

Agatha Gabriela Cailide	30,000	7,500	22,500	0.0652558	%

Philip L. Cook	40,000	10,000	30,000	0.0870077	%

M. G. Crain	12,500	3,125	9,375	0.0271899	%

H. Dodd Crutcher	100,000	25,000	75,000	0.2175192	%

Chris Dollar (2)	15,000	2,250	12,750	0.0369783	%

Daniel S. Dykes	100,000	25,000	75,000	0.2175192	%

Jack Edmonds	16,000	4,000	12,000	0.0348031	%

William Esping (3)	1,466,666	220,000	1,246,666	3.6156517	%

FCC C/F Sharon Laminack	30,000	7,500	22,500	0.0652558	%

Michael T. Ferris	20,000	5,000	15,000	0.0435038	%

Brian Flanagan	50,000	12,500	37,500	0.1087596	%

Gerry Geddes	50,000	12,500	37,500	0.1087596	%

Telese Gray	20,000	5,000	15,000	0.0435038	%

Bradley Hickman	733,334	183,334	550,001	1.5951426	%

IRA Plus Southwest FBO Ella Oliver	18,000	4,500	13,500	0.0391535	%

IRA Plus Southwest FBO Walter Parker	20,000	5,000	15,000	0.0435038	%

Harvey Kaye	12,500	3,125	9,375	0.0271899	%

Helen Kaye	12,500	3,125	9,375	0.0271899	%

Andrew Konen	50,000	12,500	37,500	0.1087596	%

Brenda Kostohryz	333,334	83,334	250,001	0.7250656	%

Joel Lebovitz	83,334	20,834	62,501	0.1812675	%

Earnest Kent Lindsey	50,000	12,500	37,500	0.1087596	%

Laurie Michele Markum (4)	10,000	1,500	8,500	0.0246522	%

Ralph E. Mayo	50,000	12,500	37,500	0.1087596	%

Mark McConnell	20,000	5,000	15,000	0.0435038	%

Erik Menegay (5)	10,000	1,500	8,500	0.0246522	%

John Miller	187,500	46,875	140,625	0.4078486	%

Robert Miller	8,613	2,153	6,460	0.0187349	%

Oppenheimer & Co. Federico Pier IRA	80,000	20,000	60,000	0.1740154	%

H. Winfield Padgett Jr.	280,000	70,000	210,000	0.6090539	%

Charles Pero	200,000	50,000	150,000	0.4350385	%

Pershing LLC c/f Camilla M. Bannon IRA	4,000	1,000	3,000	0.0087008	%

Pershing LLC c/f James E. Kennedy	80,000	20,000	60,000	0.1740154	%

Pershing LLC c/f James Foitek SEP	20,000	5,000	15,000	0.0435038	%

Pershing LLC c/f Julie Geddes IRA	33,334	8,334	25,001	0.0725079	%

Pershing LLC c/f Lee J. Morrison IRA	100,000	25,000	75,000	0.2175192	%

Pershing LLC c/f Randy Wicker IRA	20,000	5,000	15,000	0.0435038	%

Pershing LLC c/f Rusty T. McDowell IRA	33,334	8,334	25,001	0.0725079	%

Pershing LLC c/f Samuel A. Rodgers IRA	50,000	12,500	37,500	0.1087596	%

Pershing LLC c/f Victor Bannon IRA	66,000	16,500	49,500	0.1435627	%

Pershing LLC c/f William P. Adams IRA	20,000	5,000	15,000	0.0435038	%

Federico Pier	145,000	36,250	108,750	0.3154029	%

Sam Rodgers	6,667	1,667	5,000	0.0145020	%

Ricardo Sabha (6)	1,485,000	222,750	1,262,250	3.6608490	%

Ryan Seddon (7)	17,215,000	2,582,250	14,632,750	42.4387307	%

Donald P. Simek	100,000	25,000	75,000	0.2175192	%

Richard & Rhonda Sinz	20,000	5,000	15,000	0.0435038	%

Andrew B. Small IV	100,000	25,000	75,000	0.2175192	%

Marilyn M. Smith	100,000	25,000	75,000	0.2175192	%

Wade C. Smith	100,000	25,000	75,000	0.2175192	%

Henry LaVaugh Stoll (8)	25,000	3,750	21,250	0.0616305	%

Barbara Taylor TTEE Barbara Taylor	10,000	2,500	7,500	0.0217519	%

Carol Touchstone	100,000	25,000	75,000	0.2175192	%

Gifford Touchstone	100,000	25,000	75,000	0.2175192	%

Underground Tank Partners (9)	6,000,000	900,000	5,100,000	14.7913090	%

Dan Vannest	16,667	4,167	12,500	0.0362539	%

Eric Vatterott (10)	30,000	4,500	25,500	0.0739565	%

Keith & Laura Webb Jt. Ten	114,000	28,500	85,500	0.2479719	%

Stephen K. Westervelt	20,000	5,000	15,000	0.0435038	%

Steven Williams	25,000	6,250	18,750	0.0543798	%

Peter Wilson (11)	1,500,000	225,000	1,275,000	3.6978272	%

Michael Yurkowski (12)	835,000	125,250	709,750	2.0584572	%

Gary Zimpelman (13)	93,000	13,950	79,050	0.2292653	%

John Zogg	250,000	62,500	187,500	0.5437981	%

	34,479,707	5,724,160	28,755,547	83.3984664	%

(1)

Brad Brooks is an owner of JTA Securities Management d/b/a as Titan Securities and is an affiliate.

(2)

Chris Dollar is an employee of the Company and is an affiliate.

(3)

Bill Esping is a partner with one of our directors in Alpina Lending, LP, a debt holder of the Company, a lessor of office space for Trenchant Asset Manager which is co-owned by another director of our Company, a significant stockholder and is considered an affiliate.

(4)

Laurie Michele Markum is a former employee of JTA Securities Management and is an affiliate.

(5)

Eric Menegay is an employee of the Company and is an affiliate.

(6)

Ricardo Sabha is an employee of our Company and former director and considered an affiliate.

(7)

Ryan Seddon is the Chairman of the Board, Chief Executive Officer and president and an affiliate of the Company.

(8)

Henry LaVaughn Stoll is a former officer of the Company and an affiliate.

(9)

Underground Tank Partners has common ownership with a director of our Company.

(10)

Eric Vatterott is a former employee of the Company and is an affiliate.

(11)

Peter Wilson is a co-owner of Trenchant Asset Manager and is an affiliate of the Company.

(12)

Michael Yurkowski is a director of our Company, co-owner of Trenchant Asset Manager and an affiliate.

(13)

Gary Zimpelman is an employee of JTA Securities Management and an affiliate of the Company.

Except as set forth in above footnotes or herein, to our knowledge, none of the selling shareholders:

1. Has had a material relationship with the Company, other than as a shareholder as noted above, at any time within the past three (3) years;

2. Has ever been an officer or director of the Company; or

3. Is a broker-dealer or affiliated with a broker-dealer.

PLAN OF DISTRIBUTION

We are registering the shares of common stock previously issued to permit the resale of these shares of common stock by the holders of the common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in the following transactions:

·	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

·	in the over-the-counter market;

·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

·	through the writing of options, whether such options are listed on an options exchange or otherwise;

·	in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·	in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·	through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately negotiated transactions;

·	short sales;

·	sales pursuant to Rule 144;

·	broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;

·	a combination of any such methods of sale; and

·	any other method permitted pursuant to applicable law.

If the selling shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling shareholders may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended (the “Securities Act”), amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling shareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock under this prospectus, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any; and provided, further, however, that pursuant to the 2007 Share Exchange Agreement, Trenchant Capital, Ltd. has agreed to pay or reimburse the Company for all of its expenses in connection with this registration statement. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES

Our authorized capital consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 34,687,630 shares were issued and outstanding as of July 10, 2009. The following description is a summary and is qualified in its entirety by our Amended and Restated Articles of Incorporation and By-laws, as currently in effect, and filed as exhibits to the registration statement of which this prospectus forms a part.

On December 18, 2007, the Company, Surge, Ryan Seddon, Michael Yurkowsky and Peter Wilson entered into a Share Exchange Agreement pursuant to which the Company purchased all of the shares of Surge’s common stock in a one share for one share exchange (the “2007 Share Exchange Agreement”). The 2007 Share Exchange Agreement was authorized by a written consent of the board or directors of the Company and the majority of shareholders of the Company. Pursuant to the terms of the 2007 Share Exchange Agreement, on or around January 15, 2008, the Company affected a 35 to 1 reverse stock split with the Company’s outstanding shares being reduced from 14,587,370 to 416,782. Additionally, pursuant to the 2007 Share Exchange Agreement and the closing of the transactions contemplated thereby, on or around February 22, 2008, the Company issued 33,025,000 shares of its common stock to the shareholders of Surge in exchange for 33,025,000 shares of Surge representing 100% of Surge’s outstanding shares of common stock. As a result of the closing of the transactions contemplated by the 2007 Share Exchange Agreement, Surge became a 100% subsidiary of the Company and its sole operating company.

COMMON STOCK

Each shareholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of shareholders. Cumulative voting for the election of directors is not provided for in our Amended and Restated Articles of Incorporation.

Holders of common stock are entitled to receive dividends as and when declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro-rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future.

Holders of our common stock do not have preemptive rights to subscribe to additional shares if issued by us. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. All of the outstanding shares of common stock are fully paid and non-assessable.

COMMON STOCK PURCHASE WARRANTS

We currently have outstanding common stock purchase warrants to purchase an aggregate of 3,548,054 shares of our common stock at exercise prices ranging from $0.25 per share to $1.00 per share. These warrants expire between June 2011 and April 2019. The exercise price of the warrants is subject to pro-rata adjustment in the event of stock splits, recapitalizations and similar corporate events

TRANSFER AGENT AND REGISTRAR

The transfer agent for the common stock is Interwest Transfer Company, Inc., located at 1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117, and its telephone number is: (801) 272-9294.

INTERESTS OF NAMED EXPERTS AND COUNSEL

An “expert” is a person who is named as preparing or certifying all or part of our registration statement or a report or valuation for use in connection with the registration statement. “Counsel” is any counsel named in the prospectus as having given an opinion on the validity of the securities being registered or upon other legal matters concerning the registration or offering of the securities. No named expert or counsel referred to in the prospectus has any interest in the Company. No expert or counsel was hired on a contingent basis, will receive a direct or indirect interest in the Company or was a promoter, underwriter, voting trustee, director, officer or employee of, or for, the Company.

Experts

Our audited financial statements for the period from January 1, 2007 to December 31, 2008 included in this prospectus have been audited by Mallah Furman, Certified Pubic Accountants, as set forth in their report included in this prospectus.

Counsel

The legal opinion rendered by Cohen & Czarnik, LLP, 17 State Street, 39th Floor, New York, New York 10004 regarding the common stock of the Company registered on Form S-1 is as set forth in their opinion letter dated July 10, 2009, included in this registration statement.

DESCRIPTION OF BUSINESS

SSGI is the holding company for Surge Solutions Group, Inc., a Florida corporation (“Surge” and collectively with SSGI, the “Company”), its 100% owned subsidiary and operating company. Surge is a multi disciplined solutions company specializing in three specific markets of general construction in Florida, including insurance restoration, petroleum contracting and new construction.

INDUSTRY BACKGROUND

Insurance Restoration

The insurance industry is driven by number of claims. Homeowners file claims and niche contractors like Surge work with the insurance company to formulate the estimate and assist the homeowner with coverage questions and policy translation. Once the insurance company and the contractor have agreed upon the price, the contractor performs the work to restore the home or business to “pre-loss” condition. The landscape of the insurance industry as a whole has been through many changes in Florida over the past 10 years. Vendor programs allow the insurance company to align themselves with reputable contractors that utilize proprietary software programs to estimate a given loss using agreed upon pricing between the Insurance company and the contractor. As Florida experienced hurricanes in 2004 and 2005, many insurance companies were overwhelmed financially and otherwise, thus either went out of business, were forced into receivership by the state, or pulled out of Florida to limit liability. This required financial reorganization by most firms and vendor programs were in transition for most of 2006 and 2007. Now that Florida has been without hurricanes for almost two years, insurance companies are healthier and better prepared for emergency response in the future. Surge continues to align its self with reputable insurance companies to perform emergency water extraction, fire restoration, mold remediation and general reconstruction.

Replacement of Underground & Above ground storage tanks, Piping and Accessories/Petroleum Contamination Cleanup to meet compliance mandates.

The petroleum industry includes all retail gas station facilities, government petroleum facilities, industrial manufacturers, and any other business that stores gasoline products. The industry includes both underground and aboveground applications. Upgrades began across the country almost 17 years ago. The principal is that single walled storage tanks, if breached, will leak contamination in to the ground and eventually contaminate the water supply. In order to be in compliance in Florida, all single walled components of any fueling facility (i.e. tanks, product piping, and fill locations) need to be replaced with double wall systems. These systems provide two layers of protection. If the primary layer is breached, a monitoring system will alert the technician that a breach has occurred and instead of leaking contamination into our ground water, the secondary will capture the fuel until the repair can be made. Mandates come from the Environmental Protection Agency and individual state governments. According to the EPA and DEP, Florida and California have been the first two states to set firm completion dates for compliance upgrades and other states are seeking similar initiatives. In Florida, Surge estimates that there are thousands of stations still out of compliance and a limited number of specialty contractors to fulfill the need.

Commercial/Retail construction

Commercial /retail construction encompasses Surge as a construction management firm with the ability to build all types of commercial, industrial, and residential structures. The construction industry as a whole has been affected by the economic downturn, specifically in the residential home market. In 2009/2010, Surge hopes to continue growth in this market through certain synergies between our petroleum contracting and commercial markets.

OUR BUSINESS

The Company is a multi disciplined solutions company specializing in three specific markets of general construction including; insurance restoration, petroleum contracting, installation services for large scale national home improvement chain, and new construction.

SERVICES

Markets

Insurance Restoration

Surge has been in the insurance restoration business since its inception in 2001, and insurance restoration is at the core of the Surge business model. Surge is a preferred contractor for insurance companies. As a preferred vendor, Surge is qualified for residential, commercial and industrial projects. Surge has been successful in the insurance restoration arena due to its unique ability to offer the insured, adjuster and carrier one single source for mold remediation, flood mitigation, fire restoration, emergency services, contents cleaning and inventory compilation services. Surge also utilizes “in-house” crews to perform specialized remediation and restoration services that Management believes gives Surge’s clients a more competitive price and superior quality of work. Surge, through its well developed infrastructure and geographic diversity, has the ability to cover most of the State of Florida which is a key factor that insurance companies look for in Florida contractors.

Petroleum Contracting Specifically relating to Government Mandates

Petroleum Upgrade replacements involve the removal & replacement of obsolete single walled tanks and piping and the related clean up on any petroleum dispensing and or storage sites, i.e. gas stations, factories, citrus farms and multi faceted industrial facilities.

Currently Florida legislature has imposed a December 31, 2009 deadline for the mandate. According to information obtained from the state of Florida DEP this leaves thousands of sites in the state of Florida needing some level of compliance upgrade over the next ten months in order to comply with the mandate

• Prohibition against petroleum discharges;

• Required cleanup of petroleum discharges;

• State mandated cleanup if not done expeditiously;

• Strict liability for petroleum contamination; and

• Required tank inspections and monitoring.

Due to active shortage of new underground petroleum tanks, there is currently a significant lead time for the delivery of the new 2009 compliant tanks. This lead time is sure to increase as the deadline gets closer. This creates incentive for the petroleum tank owners to commit to an upgrade today.

Management believes that Surge has a competitive advantage with the compliance upgrades by utilizing Xerxes secondary containment system to provide an alternative to full tank replacement. By utilizing the existing tank we can save significant time and money in comparison to a traditional tank replacement.

New construction Commercial, Industrial and retail

Surge, as a full service general contractor provides design/build and construction services for commercial, industrial and retail customers throughout the State of Florida. Our construction model has provided a dynamic synergy with our petroleum markets by providing the client with a single source “turn key” solution for retail and wholesale petroleum storage facilities.

COMPETITION

Insurance Restoration

Surge has been in the insurance restoration business since its inception in 2001. The demand for insurance restoration services is based on probability and timing of disasters. It is not directly tied to the economy, so insurance restoration opportunities have the ability to actually increase in a down economy. While there are numerous contractors that have the ability to perform insurance restoration, we believe Surge’s competitive advantage is derived from several different factors. Surge is very well known for its quality work product and insurance trained estimators. Surge has developed a list of both satisfied customers and insurance companies. Surge also holds unique certifications in the mold, fire and structural restoration market that separate us from the competition. Surge utilizes “in-house” crews to perform specialized remediation and restoration services hat Management believes gives Surge’s clients a more competitive price and superior quality of work. Surge, through its well developed infrastructure and geographic diversity, has the ability to cover most of the State of Florida which is a key factor that insurance companies look for in contractors.

Petroleum Contracting Specifically Relating to Government Mandates

The demand for petroleum contracting services is increasing due to the upcoming compliance mandate in Florida in 2009. Although there are numerous petroleum contractors across Florida, the demand is increasing at a faster rate than the growth of these petroleum contractors. Surge believes that several factors set them apart from their competition:

Most work crews are “in-house” employees which gives Surge ultimate control of scheduling, job completion and quality of work.

Less use of subcontractors allows Surge to control costs and offer competitive pricing.

Surge has the ability to cover the entire State of Florida. This is a considerable advantage to owners with multiple locations spread over a large geographical area.

Surge also has the ability to offer “in-service tank upgrade”, a secondary containment system that can be more cost effective than traditional removal and replacement. This system is much less invasive to the site and allows clients to continue to run their convenience store/site operations business with minimal interruptions during the upgrade process. Finally the “in service tank upgrade” can be completed in as little as ¼ of the time that it takes to perform the traditional removal and replacement process without the added process of testing and or removal of potentially contaminated soil.

Commercial/Retail construction

Due to the overall decline in the economy and new construction in Florida, Surge expects a decline in the overall demand for new construction in the short term. With this in mind, the number of contractors will also decline, potentially giving Surge a better opportunity as the construction improves in the coming years. In addition, Surge’s competitive advantage in the commercial/retail market lies in its intra market synergies between its petroleum and commercial/retail construction divisions. There is a demand for construction related projects that involve a petroleum component and Surge has the ability to offer the client a “turn-key” solution that encompasses the entire project under one roof. Surge’s employees have over 30 years of experience in construction management, and they have multiple licensed general contractors on staff, Surge’s diversity, synergies and ability to cover large geographic areas are what separate Surge from much of the competition.

STRATEGY

The Companies primary objective is to achieve growth in each of our diversified markets through geographic expansion, marketing, competitive pricing, and quality of work.

Surge will continue growth in the Insurance Restoration market by continuing to align ourselves with new and re-emerging insurance companies in Florida as to expand our vendor program participation and create a larger back log of claims. Surge plans to expand this market through a conservative national growth plan as other Surge markets move into other states.

The Surge Petroleum market will continue to see growth in Florida throughout the remainder of the mandate and into 2010. Surge will also endeavor to develop proprietary relationships that will give us a competitive advantage in core pricing and product diversity. Geographic expansion based on the institution of additional mandates nationally will fuel the demand and ultimate growth in this market. Surge will also implement a service program to help sustain each market following the completion of any mandate. This would provide residual income from an already well developed customer base in each mandated state. Surge has also partnered with former Governor Jeb Bush and associates to assist in the procurement of public and private sector petroleum related opportunities. In addition Surge has recently been awarded a direct vendor contract with the state of Florida where by Surge may now contract directly with government and local municipalities throughout Florida and circumvent the expensive and extensive public bid process.

The Surge strategy for our commercial retail business and other new construction is to utilize our internal synergies between our Petroleum and Construction services business which gives us a competitive advantage by offering a “turn key” single source package to our clients. Geographic expansion coupled with the other Surge markets will also be a key to our overall growth strategy. Due to the overall decline in the economy and new construction in Florida, Surge expects a decline in the overall demand for new construction in the short term. With this in mind, the number of contractors will also decline, potentially giving Surge a better opportunity as the construction industry improves in the coming years.

INTELLECTUAL PROPERTY

The Company has no registered trade marks or patents.

REGULATIONS

Our petroleum contamination cleanup services are subject to extensive regulatory supervision and licensing by the Environmental Protection Agency and various other federal, state, and local environmental authorities. These regulations directly impact the demand for the services we offer. We believe that we are in substantial compliance with all federal, state, and local regulations governing our business.

The Resource Conservation and Recovery Act is the principal federal statute governing hazardous waste generation, treatment, storage, and disposal. The Resource Conservation and Recovery Act, or the Environmental Protection Agency-approved state programs, govern any waste handling activities of substances classified as “hazardous.” Moreover, facilities that treat, store or dispose of hazardous waste must obtain a Resource Conservation and Recovery Act permit from the Environmental Protection Agency, or equivalent state agency, and must comply with certain operating, financial responsibility, and site closure requirements. Wastes are generally hazardous if they either are specifically included on a list of hazardous waste, or exhibit certain characteristics defined as hazardous, and are not specifically designated as non-hazardous. In 1984, the Resource Conservation and Recovery Act was amended to substantially expand its scope by, among other things, providing for the listing of additional wastes as “hazardous” and also for the regulation of hazardous wastes generated in lower quantities than had been previously regulated. The amendments imposed additional restrictions on land disposal of certain hazardous wastes, prescribe more stringent standards for hazardous waste and underground storage tanks, and provided for “corrective” action at or near sites of waste management units. Under the Resource Conservation and Recovery Act, liability and stringent operating requirements may be imposed on a person who is either a “generator” or a “transporter” of hazardous waste, or an “owner” or “operator” of a waste treatment, storage, or disposal facility.

Underground storage tank legislation, in particular Subtitle I of the Resource Conservation and Recovery Act, focuses on the regulation of underground storage tanks in which liquid petroleum or hazardous substances are stored and provides the regulatory setting for a portion of our business. Subtitle I of the Resource Conservation and Recovery Act requires owners of all existing underground tanks to list the age, size, type, location, and use of each tank with a designated state agency. The Environmental Protection Agency has published performance standards and financial responsibility requirements for storage tanks over a five-year period. The Resource Conservation and Recovery Act and the Environmental Protection Agency regulations also require that all new tanks be installed in such a manner as to have protection against spills, overflows, and corrosion. Subtitle I of the Resource Conservation and Recovery Act provides civil penalties of up to $27,500 per violation for each day of non-compliance with such tank requirements and $11,000 for each tank for which notification was not given or was falsified. The Resource Conservation and Recovery Act also imposes substantial monitoring obligations on parties that generate, transport, treat, store, or dispose of hazardous waste.

The Comprehensive Environmental Response Compensation and Liability Act of 1980 authorizes the Environmental Protection Agency to identify and clean-up sites where hazardous waste treatment, storage, or disposal has taken place. The Comprehensive Environmental Response Compensation and Liability Act also authorizes the Environmental Protection Agency to recover the costs of such activities, as well as damages to natural resources, from certain classes of persons specified as liable under the statute. Liability under the Comprehensive Environmental Response Compensation and Liability Act does not depend upon the existence or disposal of “hazardous waste” as defined by the Resource Conservation and Recovery Act, but can be based on the existence of any number of 700 “hazardous substances” listed by the Environmental Protection Agency, many of which can be found in household waste. The Comprehensive Environmental Response Compensation and Liability Act assigns joint and several liability for cost of clean-up and damages to natural resources to any person who, currently or at the time of disposal of a hazardous substance, by contract, agreement, or otherwise, arranged for disposal or treatment, or arranged with a transporter for transport of hazardous substances owned or possessed by such person for disposal or treatment, and to any person who accepts hazardous substances for transport to disposal or treatment facilities or sites from which there is a release or threatened release of such hazardous substances. Among other things, the Comprehensive Environmental Response Compensation and Liability Act authorizes the federal government either to clean up these sites itself or to order persons responsible for the situation to do so. The Comprehensive Environmental Response Compensation and Liability Act created a fund, financed primarily from taxes on oil and certain chemicals, to be used by the federal government to pay for these clean-up efforts. Where the federal government expends money for remedial activities, it may seek reimbursement from the potentially responsible parties. Many states have adopted their own statutes and regulations to govern investigation and clean up of, and liability for, sites contaminated with hazardous substances.

In October 1986, the Superfund Amendment and Reauthorization Act was enacted. The Superfund Amendment and Reauthorization Act increased environmental remediation activities significantly. The Superfund Amendment and Reauthorization Act imposed more stringent clean-up standards and accelerated timetables. The Superfund Amendment and Reauthorization Act also contains provisions which expanded the Environmental Protection Agency’s enforcement powers and which encourage and facilitate settlements with potentially responsible parties. We believe that, even apart from funding authorized by the Superfund Amendment and Reauthorization Act, industry and governmental entities will continue to try to resolve hazardous waste problems due to their need to comply with other statutory and regulatory requirements.

The liabilities provided by the Superfund Amendment and Reauthorization Act could, under certain circumstances, apply to a broad range of our possible activities, including the generation or transportation of hazardous substances, release of hazardous substances, designing a clean-up, removal or remedial plan and failure to achieve required clean-up standards, leakage of removed wastes while in transit or at the final storage site, and remedial operations on ground water. Such liabilities can be joint and several where other parties are involved. The Superfund Amendment and Reauthorization Act also authorizes the Environmental Protection Agency to impose a lien in favor of the United States upon all real property subject to, or effected by, a remedial action for all costs that the party is liable. The Superfund Amendment and Reauthorization Act provides a responsible party with the right to bring a contribution action against other responsible parties for their allocable share of investigative and remedial costs. The Environmental Protection Agency may also bring suit for treble damages from responsible parties who unreasonably refuse to voluntarily participate in such a clean up or funding thereof.

The Oil Pollution Act of 1990, which resulted from the Exxon Valdez oil spill and the subsequent damage to Prince William Sound, established a new liability compensation scheme for oil spills from onshore and offshore facilities and requires all entities engaged in the transport and storage of petroleum to maintain a written contingency plan to react to such types of events. Under the contingency plan, the petroleum products storage or transportation company must retain an oil spill response organization and a natural resources/wildlife rehabilitator. Oil spill response organizations are certified by the United States Coast Guard and receive designations based upon the level of their capabilities. In the event of an incident, the standby oil response organization must respond by being on site with containment capability within two to six hours of notification.

Our operations are also subject to other federal laws protecting the environment, including the Clean Water Act and Toxic Substances Control Act. In addition, many states also have enacted statutes regulating the handling of hazardous substances, some of which are broader and more stringent than the federal laws and regulations.

MARKETING

The Surge marketing strategy is centered on expansion through geographic and market growth utilizing our outside sales staff to form new relationships and to service existing cliental. Surge is affiliated with many trade publications and is a member of a diverse group of associations that relate to the different markets that Surge competes in. Surge utilizes association memberships to direct market members/potential cliental. Surge has retained the services of former Governor Jeb Bush to assist in the procurement of public and private sector opportunities. Surge has also retained the services of a lobbyist, senator Jim Horne former secretary of education for the state of Florida. Through our continued training programs, our sales staff and field personal are provided with the latest technology solutions to offer our clients the most cost effective and value added products in each of our respective markets.

EMPLOYEES

The Company’s employees are leased through a Professional Employer Organization. As of July 10, 2009, the Company had 29 full time leased employees and 1 part-time leased employee. There are no collective bargaining agreements between the Company and its employees. The Company offers its leased employees group health benefits after three months of employment and a 401K retirement program after one year of employment. The Company considers that its relationship with its leased employees is good.

Employment Agreements

On April 1, 2007, Surge entered a three-year employment agreement with Mr. Ryan Seddon to serve as our Chief Executive Officer (the “Seddon Agreement”). The Seddon Agreement extends through April 1, 2010 and originally provided for an annual base salary of $290,000 for the first year, $320,000 for the second year and $360,000 for the third year. The Seddon Agreement also provides for a car allowance and a cash bonus equal to 50% of the prior twelve month’s base salary contingent on the Company reaching certain performance criteria. The Seddon Agreement further provides for the annual issuance of 500,000 warrants to purchase shares of our common stock exercisable at the Company’s valuation at the time of issuance. The Seddon agreement was amended effective August 1, 2008. The term remains the same, but the annual base salary is reduced to $190,000 through June 30, 2009. Effective July 1, 2009, the annual base salary will be increased to $240,000 provided that the Company has reached profitability at that time. The Seddon Agreement provides for a cash bonus equal to 100% of the annual base salary but is subject to certain performance criteria. The amendment removed the car allowance, and Mr. Seddon is provided a Company vehicle. Mr. Seddon is entitled to participate in all benefit plans maintained by us for salaried employees. Effective for the year 2009, Mr. Seddon shall receive up to 500,000 warrants annually, exercisable at 15% discount off of the Company’s valuation at the time of issuance. The number of warrants to be issued is based on a percentage of the annual net of income of the Company. Mr. Seddon received 500,000 warrants for 2008. The Seddon Agreement also contains a confidentiality provision and an agreement by Mr. Seddon not to compete with us upon the expiration of the Seddon Agreement. Mr. Seddon also serves on the Board of Directors. As a member of the Board of Directors, Mr. Seddon will receive $8,000 annually in arrears in January and 12,000 stock options annually issued with a strike price 15% less than market price at time of issuance and 5 year exercise period.

On May 18, 2009, Surge entered into a one year employment agreement with Rodger Rees to serve as our Chief Financial Officer (the “Rees Agreement”). The Rees Agreement provides for a base salary of $110,000 with a performance bonus paid annually based on the profitability of the Company. The Rees Agreement further provides for the issuance of 250,000 warrants to purchase the Company’s common stock at certain periods of continued employment from 6 months to 2 years. Mr. Rees is entitled to participate in all benefit plans maintained by the Company for salaried employees. The Rees Agreement also contains a confidentiality provision and an agreement by Mr. Rees not to compete with us upon its expiration.

PROPERTY

The Company does not own any real estate.

The Company leases its principal office at 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411. The term of the lease commenced on February 1, 2008 is for thirty (30) months and is not renewable. The original monthly base rent was $2550.00, increasing annually by 3.5% per year to $3,696 per month as of March 31, 2009. There is no renewal option in the Lease.

The Company leases approximately 4445 sq. ft. warehouse space at 8010 Belvedere Road, Unit 9 and 10, West Palm Beach, Florida 33411. The term of the lease commenced on June 16, 2008 is for twenty-four (24) months and is not renewable. The monthly base rent is $2,963.00 as of March 31, 2009. There is no renewal option in the Lease.

The Company believes that its current facilities are adequate for its needs through the next six months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company’s operations on commercially reasonable terms, although there can be no assurance in this regard. There are no written agreements.

LEGAL PROCEEDINGS

The Company is involved in various legal proceedings and claims incident to the normal conduct of its business. The Company believes that such legal proceedings and claims, individually and in the aggregate, are not likely to have a material adverse effect on its financial position or results of operations.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

Our common stock has been included for quotation on the Pink Sheets electronic quotation system under the symbol SSGI.PK since November 16 2008. Prior thereto it had been traded in the pink sheets under the symbol PTXX.OB.

The following table shows the reported high and low closing bid quotations per share for our common stock based on information provided by the pink sheets electronic quotation system for the fourth quarter of fiscal 2007, and the two following quarters thereafter, [representing the only periods that there was a trading market for our common stock and therefore the only periods for which such information is available]. Particularly since our common stock is traded infrequently, such over-the-counter market quotations reflect inter-dealer prices, without markup, markdown or commissions and may not necessarily represent actual transactions or a liquid trading market.

Fiscal 2007	High		Low
Fourth Quarter	$	1.37	$	0.60
Fiscal 2008
First Quarter	$	1.45	$	0.53
Second Quarter	$	1.55	$	1.05
Third Quarter	$	1.40	$	1.05
Fourth Quarter	$	1.20	$	0.37
Fiscal 2009
First Quarter	$	0.80	$	0.35

Number of Shareholders

As of July 10, 2009, there were approximately 161 holders of record of our common stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this Annual Report beginning on page F-1.

Overview

SSGI was incorporated in Florida on July 7, 1997 under the name All Product Distribution Corp. On July 29, 1998, the company changed its name to Phage Therapeutics International, Inc. (“Phage”). On November 16, 2007, the company changed its name from Phage to SSGI, Inc (“SSGI” or the Company). SSGI is a holding company for our sole operating entity and wholly owned subsidiary, Surge Solutions Group, Inc. (“Surge”). Surge was incorporated in Florida on November 26, 2001. On March 30, 2007, Surge changed its name from Surge Restoration, Inc. to Surge Solutions Group, Inc.

On December 18, 2007, the Company, Surge Solutions Group, Inc., Ryan Seddon, Michael Yurkowsky and Peter Wilson entered into a Share Exchange Agreement pursuant to which the Company purchased all of the shares of Surge Solutions Group Inc.’s common stock in a one share for one share exchange (the “2007 Share Exchange Agreement”). The 2007 Share Exchange Agreement was authorized by a written consent of the board or directors of the Company and the majority of shareholders of the Company. Pursuant to the terms of the 2007 Exchange Agreement, on or around January 15, 2008, the Company effected a 35 to 1 reverse stock split with the Company’s outstanding shares being reduced from 14,587,370 to 416,782. Also pursuant to the 2007 Exchange Agreement, the Company changed its name on November 16, 2007 from Phage Therapeutics International, Inc. to SSGI, Inc. Additionally, pursuant to the 2007 Exchange Agreement and the closing of the transactions contemplated thereby, on or around February 22, 2008 the Company issued 33,025,000 shares of its common stock to the shareholders of Surge Solutions Group, Inc. in exchange for 33,025,000 shares of Surge Solutions Group, Inc. representing 100% of Surge Solutions Group, Inc.’s outstanding shares of common stock. As a result of the closing of the transactions contemplated by the 2007 Exchange Agreement, Surge Solutions Group, Inc. became a 100% subsidiary of the Company and its sole operating company.

	Three
	Months Ended			Year Ended			Year Ended
	March 31,			December 31,			December 31,
	2009			2008			2007
				(restated)			(restated)

Revenues	$	1,673,185		$	6,802,107		$	1,821,735

Cost of Revenues & General & Administrative Expenses	$	1,962,361		$	9,161,595		$	3,408,308

Other Income (Expenses)	$	(27,754	)	$	(78,042	)	$	(46,957	)

Net Loss	$	(316,930	)	$	(2,437,530	)	$	(1,633,530	)

Net Loss Per Common Share, Basic and Diluted	$	(0.009	)	$	(0.072	)	$	(0.067	)

	March 31,			December 31,
	2009			2008			2007
				(restated)			(restated)

Total Assets	$	1,296,105		$	1,069,126		$	429,309

Total Stockholders' Deficiency	$	(1,785,246	)	$	(1,482,143	)	$	(392,180	)

Retained Earnings (Accumulated Deficit)	$	(4,554,240	)	$	(4,237,310	)	$	(1,799,780	)

Results of Operations for the Quarter Ended March 31, 2009 as Compared to the Quarter Ended March 31, 2008

Revenue

The Company’s revenue of $1.67 million for the first quarter of 2009 increased $0.83 million or 99%, compared to the first quarter of 2008’s revenues of $0.84 million. This growth was primarily due to an increase in petroleum contracting and the Company’s strategic alliance with a technology that saves significant time and money over traditional methodology. The Company anticipated a overall downturn in the general construction industry and devoted significant time in 2008 to changing the Company’s focus to that of petroleum contracting.

Gross Profit

Gross profit as a percentage of contract revenues earned was 8.5% or $.14 million on sales of $1.67 million for March 31, 2009 as compared to a 4.5% deficit on sales of $.8 million for the same period in 2008. The Company’s gross profit increased from a deficit of $0.04 million to a gross profit of $0.14 million for the quarters ending March 31, 2008 and 2009, respectively. This increase is due primarily to the significant increase in overall revenue for the same period while a concentrated effort was made by the Company to decrease overhead costs in areas where the Company historically focused. The Company expanded construction management personnel, facilities, and equipment for the petroleum contracting business while decreasing in the same area for the general contracting business. The Company has experienced significant growth, but is anticipating the largest growth rate will affect the Company as the state mandated petroleum tank deadline for replacement or relining approaches. Consequently, the Company increased overhead for the ramp-up period has had an impact on gross profit. The numbers of projects are expected to continue to increase later in 2009 and into 2010 and the Company expects the gross profit to increase as well. Because petroleum contracting and general contracting business complement each other, the Company does not expect a significant decline in their commercial construction when performed in conjunction with the petroleum business. The Company does not expect significant growth in the commercial construction unrelated to their petroleum due to the overall decline in new general construction. The Company hopes to see low to moderate growth in insurance restoration in 2009 due to geographic expansion and new relationships in the insurance restoration industry. This growth depends greatly on weather patterns and the number of natural disasters in the Company’s geographic area.

General and Administrative

General and administrative expenses decreased 28.5% from $0.60 million for the quarter ended March 31, 2008, to $0.43 million for the quarter ending March 31, 2009. These decreases are due primarily to the downsizing of the Company’s non petroleum related business and the overall growth and the establishment of new processes and controls. The Company realized the general and administrative expenses were high as compared to current revenue and took steps to decrease them. General and administrative expenses as a percentage of revenue for the quarters ending March 31, 2009 and 2008 were 25.8% and 71.7%, respectively. The Company expects that the percentage of general and administrative expenses as compared to revenue will continue to decrease for the remainder of 2009.

Significant increases in fuel costs have had an impact on both costs of goods sold and general and administrative expense. The Company expects fuel costs to continue to have a similar impact in to 2009.

Depreciation expense increased from $27,258 for the quarter ended March 31, 2008 to $31,705 for the quarter ended March 31, 2009. The increase is primarily due to the purchase of construction equipment needed for petroleum contracting. The Company allocated $15,853 and $13,629 of the depreciation expense for the quarter ending March 31, 2009 and 2008, respectively, to cost of revenues earned.

Other Income and Expenses

Interest expense increased from $12,747 for the quarter ended March 31, 2008 to $28,320 for the quarter ended March 31, 2009, or 122%. The increase is primarily due to the additional debt from loans made by financial institutions and officers and employees of the Company.

Net Loss

The Company’s net loss of approximately $0.32 million for the quarter ended March 31, 2009 decreased from a net loss of $0.65 million for the quarter ended March 31, 2008 or 51.4%. The $0.33 million decrease was due primarily to the increase in revenue in 2008 and the decrease in construction management personnel, facilities, and equipment due to the increase focus in the petroleum remediation area.

Liquidity and Capital Resources

As of March 31, 2009, the Company had total current assets of approximately $0.85 million, comprised of cash, contracts receivable, prepaid expenses and costs and estimated earnings in excess of billings on uncompleted contracts. This compares with current assets in the same categories of approximately $0.62 million for December 31, 2008. Contracts receivable increased 74.5% from $0.34 million as of December 31, 2008 as compared to $0.59 million for the quarter ending March 31, 2009. Costs and estimated earnings in excess of billings on uncompleted contracts decreased 59% from December 31, 2008 to March 31, 2009 due predominately to the fact that the Company’s contracts were of a shorter duration

The following is a summary of the Company’s cash flows provided by (used in) operating, investing and financing activities for the three months ended March 31, 2009 and 2008 (in 000’s):

	Three Months Ended			Three Months Ended
	March 31, 2009			March 31, 2008
Net cash used in operating activities	$	(441	)	$	(481	)
Net cash used in investing activities		(19	)		( 50	)
Net cash provided by financing activities		525			482
Net increase (decrease) in cash		65			(49	)

Net cash used in operations for the quarter ending March 31, 2009 and 2008 was $0.4 million and $0.5 million, respectively. The reduction in cash usage was due primarily to improved profitability between quarters.

Net cash used in investing activities for the quarter ending March 31, 2009 and 2008 was $18,759 and $50,550, respectively. The reduction in cash usage for investing activities was due to a decrease in the purchase of new capital assets.

Results of Operations for the Year Ended December 31, 2008 as Compared to Year Ended December 31, 2007

Revenue

The Company’s revenue of $6.80 million for the year ended December 31, 2008 increased $4.98 million or 273%, compared to $1.82 million for the year ended December 31, 2007. This growth was primarily due to petroleum contracting which increased from $0 for the year ended December 31, 2007 to $3.15 million for the year ended December 31, 2008. Non-petroleum construction increased to $2.10 million from $0.53 million for a total of $1.57 million or 299%. The Company’s remediation and small installation services decreased 78% and 21% respectively. As an installer, Surge has no control over sales or overall market share so that any decline in revenues or market share directly affects our installation business. The Company anticipated an overall downturn in the general construction industry and devoted significant time and resource in 2008 to narrowing the Company’s focus to that of petroleum contracting and commercial construction.

Gross Profit (Loss)

For the year ended December 31, 2008, the Company had a gross loss as a percentage of contract revenues of 2.1% or a negative $0.14 million on sales of $6.80 million for the year ended December 31, 2008 as compared to a 1.2% gross loss on sales of $1.82 million for the same period in 2007. In dollars, the Company’s gross loss decreased from $22,090 to $140,837 for the year end December 31, 2007 and 2008, respectively. This decrease was due primarily to the significant increase in overall cost associated with the large increase in revenues. The Company’s cost of revenues earned increased 277% from $1.84 million for the year ended December 31, 2007 to $6.94 million for the year ended December 31, 2008. A significant portion of that increase was costs associated with the increased revenues. The other factor resulting in the increase was the Company’s infrastructure ramp up. In preparing to become a reporting company, a significant investment was made to the Company’s infrastructure by creating systems and controls to comply with Sarbanes Oxley regulations as well as the addition of new personnel to assure the Company’s new level of compliance. The Company increased the commissions paid to acquire business approximately 2960% from approximately $4 thousand dollars for the year ended December 31, 2007 to approximately $135 thousand for the year ended December 31, 2008. The Company also focused sales efforts into the private sector petroleum contracts, as a significant back log was established; customers had severe difficulty in getting financed. The Company experienced rapid growth with both sales and infrastructure. Once fully developed, management was able to identify areas of focus and narrowed the diversity of the companies product mix, thus resulting in the opportunity to significantly reduce overhead and costs.

General and Administrative

General and administrative expenses increased 42% from $1.56 million for the year ended December 31, 2007, to $2.22 million for the year ended December 31, 2008. This increase was due, in part, to labor expenses which were $0.85 million and $1.20 million for the years ended December 31, 2007 and 2008, respectively. The Company increased its advertising costs 188.2% from approximately $0.06 million to $0.18 between the two years. Insurance premiums increased 30% from approximately $0.15 million to approximately $0.19 million and auto and truck expenses increased 53% from approximately $0.09 million to approx $0.13 million. General and administrative expenses as compared to contract revenue earned for the years ended December 31, 2008 and 2007 were approximately 32.6 and 85.9%, respectively.

Depreciation expense increased from $0.07 million for the year ended December 31, 2007 to $0.12 million for the year ended December 31, 2008. The increase is primarily due to the purchase of construction and transportation equipment needed for petroleum contracting. The Company allocated $60,758 and $34,799 of the depreciation expense for the year end December 31, 2008 and 2007, respectively, to cost of revenues earned.

Other Income and Expenses

Interest expense increased from $0.04 million for the year ended December 31, 2007 to $0.07 million for the year ended December 31, 2008, or 72%. The increase is primarily due to the additional debt from loans made by financial institutions for the purchase of transportation equipment and a line of credit. For the year ended December 31, 2008, the Company recorded a loss of $13,136 on the disposition of an asset and paid a legal settlement for the year ended December 31, 2007 in the amount of $22,656.

Net Loss

The Company sustained net losses of $2.44 million and $1.63 million for the years ended December 31, 2008 and 2007, respectively. A significant portion of the loss for the year ended December 31, 2008 was a result of the increase of the Company’s infrastructure ramp up to enter the petroleum business. In order to prepare for the securities market a significant investment was made to the Company’s infrastructure, creating systems and controls to comply with SOX as well as new non revenue producing positions to meet compliance. The Company experienced significant growth and increased it general and administrative expenses to handle the growth.

Liquidity and Capital Resources

As of December 31, 2008, the Company had total current assets of approximately $0.62 million, comprised of cash, contracts receivable, prepaid expenses and costs and estimated earnings in excess of billings on uncompleted contracts. This compares with current assets in the same categories of approximately $0.10 million for December 31, 2007. Contracts receivable increased 1640% from $0.02 million as of December 31, 2007 to $0.34 million for the year ended December 31, 2008. Costs and estimated earnings in excess of billings on uncompleted contracts increased 725% from December 31, 2007 to December 31, 2008 due predominately to the increased volume of contracts.

The Company’s current liabilities are comprised primarily of accounts payable, accrued expenses, current portions of notes payable to stockholders and third parties and billings in excess of costs and estimated earnings on uncompleted contracts. As of December 31, 2008 current liabilities totaled approximately $2.14 million which increased significantly, approximately 224%, over current liabilities of $.70 million as of December 31, 2007. This was due primarily to a large increase in accounts payable of approximately 489% from approximately $0.12 million at December 31, 2007 to approximately $0.73 million at December 31, 2008 due in large part to the increase in contracts in progress. In place at December 31, 2008, but not at December 31, 2007 was a term note payable to a financial institution in the amount of $745,000. At December 31, 2008, billings in excess of costs and estimated earnings on uncompleted contracts had a balance of $0.49 million which was an increase of approximately 352% over the balance of $0.11 million at December 31, 2007. Other liabilities at December 31, 2007 increased approximately 210% over the same period in 2008. This increase was due primarily to loans made by stockholders to the Company and notes payable to a financial institution for the purchase of the Company’s transportation equipment in the combined amount of approximately $0.2 million.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing and financing activities for the three months ended March 31, 2009 and 2008 (in 000’s):

	For the Year Ended			For the Year Ended
	December 31, 2008			December 31, 2007
Net cash used in operating activities	$	(1,596	)	$	(1,507	)
Net cash used in investing activities		(11	)		(34	)
Net cash provided by financing activities		1,615			1,591
Net increase in cash		8		50

Net cash used in operations for the years ended December 31, 2008 and 2007 was $1.60 million and $1.51 million, respectively. The increase in cash usage was due primarily an increase in contracts receivable, prepaid expenses and costs and estimated earnings in excess of billings on uncompleted contracts and offset by a decrease in accounts payable and accrued expenses and billings in excess of costs and estimated earnings on uncompleted contracts.

Net cash used in investing activities for the years ended December 31, 2008 and 2007 was approximately $0.01 million and $0.03 million, respectively. For the year ended December 31, 2008, proceeds from the sale of equipment of approximately $0.11 million was offset by the purchase of new equipment in the amount of approximately $0.12 million while new equipment was purchased in the amount of approximately $0.03 million for the year ended December 31, 2007.

Major Trends and Known Facts

The Company expects significant growth in petroleum contracting projects due the requirement found in Florida Administrative Code 62-761 for double walled petroleum tanks and piping. The current deadline for compliance for the mandate is December 31, 2009. If owners of petroleum sites are under contract with a contractor by December 31, 2009, they can obtain a 90 day extension. Sources vary, but the Company estimates that thousands of non-compliant stations still exist in Florida. According to the EPA and DEP California and Florida have been the first states to implement a deadline for compliance. The Company’s continued growth past 2010 is partially dependent on additional states in the United State setting deadlines for compliance.

General construction industry has seen a significant decline in the past two years. The Company is continuing to contract projects for new commercial construction, but does not expect growth in this market until the general construction industry improves. The Company has significantly reduced overhead in this department and is positioning itself for increased potential as the construction industry improves, specifically due to the fact that many competitors have gone out of business.

During 2008, the State of Florida did not have any significant hurricanes. The quantity of hurricanes and other natural disasters have had and will continue to have an impact on the insurance restoration business. The lack of hurricanes in recent years has resulted in an improvement in insurance company operations, claims processing, and emergency response. Because of these improvements, the Company may have increased opportunities to establish new relationships with insurance companies.

During 2007 and 2008, the Company has obtained several new employees and subcontractors. The Company’s success is highly dependent on its ability to obtain and retain both employees and subcontractors.

Specifically, the Company has a working relationship with a national petroleum tank remediation firm (“TankTech”) which has provided increased opportunity in the petroleum industry in the State of Florida. This relationship could also provide the Company opportunities to expand outside of Florida into other States. The Company currently has a good working relationship with Tank Tech. If TankTech should fail to supply us with access to potential tank upgrade opportunities or if the relationship deteriorated, it would negatively affect our operating results. Similarly, if TankTech should encounter technical, operating or financial difficulties, it could negatively affect our operating results.

The credit and securities markets have exhibited extreme volatility and disruption throughout 2008 and early 2009. In light of this continuing volatility, the Company’s reliance on its line of credit for a significant portion of its cash requirements could adversely affect the Company’s liquidity and cash flow.

Tighter credit and securities markets have also had an impact on customers obtaining financing. If customers have difficulty closing loans for their projects, this can delay or even cancel projects. The Company has developed relationships with several banks and investment brokers who are familiar with the compliance issue and the Company’s quality products to assist customers with obtaining required financing for projects.

The Company has experienced significant growth in the petroleum contracting business which demonstrates their ability to enter a new market and gain market acceptance. The Company is marketing full tank replacements and in-service tank upgrades using the Phoenix System through Xerxes. The Company’s ability to grow at a rapid rate is partially dependent on the continued market acceptance of the Xerxes system. Surge has a subcontractor relationship with TankTech. TankTech has the exclusive North American rights to Xerxes system.

As the petroleum government mandate approaches, the demand for pollutant storage tanks will increase significantly. We have good relationships with our vendors and suppliers, however, increased demand could have an impact on our ability to obtain necessary materials in a timely fashion. On a positive note, this potential shortage could also encourage more clients to consider the Xerxes method. Most Xerxes projects can be completed in significantly less time allow a quicker project turnover and increase revenue with less employees and overhead.

The Company is in the process of due diligence as it relates to launching a service department to its petroleum contracting division. It is still in the planning and investigation stage. We have obtained preliminary market acceptance from clients and vendors. A service department adds the opportunity for residual income from ongoing long-term maintenance contracts and adds additional credibility in the petroleum market. The Company has not yet assessed the upfront costs of this potential venture.

Recent Financing Activities

In November of 2007, a financial institution extended us a line of credit in the amount of $750,000. In November of 2008, with a balance due of $745,000, we converted the line of credit to a term loan that required monthly interest payments at the Prime Rate plus 1.5% until December 3, 2008. Thereafter, we were required to make monthly principal and interest payments of $35,000 with the first payment due on January 3, 2009. The note was due in full on June 3, 2009. As of March 31, 2009, the outstanding balance was $648,683. The line is collateralized with a blanket lien on business assets of the Company and a personal guarantee of one shareholder.

In January and February of 2009, our Chairman of the Board, Chief Executive Officer and director loaned the Company $535,000 and paid some expenses on our behalf in the amount of $11,000. We previously had a balance due to this individual of $73,070 for total indebtedness of $619,070 at July 10, 2009. The loan bears interest at 8% per annum and all outstanding principal and interest is due and payable on December 31, 2011.

In September of 2008, a former director and current employee loaned us $40,000. The loan bears interest at 7% per annum and requires that we make a monthly payment of $1,095 until the loan is paid in full in March of 2012. At July 10, 2009, the unpaid balance on this loan is $31,463.

In addition to this loan, in January of 2009, we borrowed $150,000 at 8% per annum from this same former officer and current employee. At the time of this loan, we had an existing balance due to this individual of $43,257. As of July 10, 2009, the unpaid balance on this loan was $193,257. The loan bears interest at 8% per annum and all outstanding principal and interest is due and payable on December 31, 2011.

In April 2009, we executed a term note to a stockholder in the amount of $500,000. The note had an interest rate of 9% per annum with principal and unpaid interest due on October 27, 2009. In June 2009, we paid the principal amount of the term note with proceeds from a new term loan from a Nevada limited partnership in the amount of $925,000. The note bears interest at 9% and all outstanding principal and accrued but unpaid interest is due on October 27, 2009. A director of the Company has a 16% participation in this loan. The Company intends to use the proceeds to fund performance bonding requirements on government construction contacts.

We are currently in negotiations with the same Nevada limited partnership to obtain additional loans to fund additional performance bonding requirements on government contracts which we recently been awarded.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the financial statements of the Company for the years ended December 31, 2008 and 2007, with respect to their doubt about our ability to continue as a going concern due to our recent losses from operations and our accumulated deficit. We have incurred operating losses of $2.43 million and $1.63 million for December 31, 2008 and 2007, respectively, as well as a loss of $0.32 million for the three months ended March 31, 2009. We expect to incur a loss for the three month period ended June 30, 2009 and have an accumulated deficit of approximately $4.55 million at March 31, 2009 which together raises doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be determined by our ability to successfully complete the government and commercial contracts that we have been awarded on a profitable basis. In order to continue, we may have to raise capital from debt, equity and other sources. Our unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates, including those related to product returns, bad debts, inventories, valuation of options and warrants, intangible assets, long-lived assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

In general, revenues are recognized in connection with complete contracts when all of the following conditions are met: (1) there exists persuasive evidence of an arrangement with the customer, typically consisting of a purchase order or contract; (2) products have been delivered and title and risk of loss has passed to the customer, which occurs when a product is shipped under customary terms; (3) the amount of revenue is fixed or determinable; and (4) collectability is reasonably assured. The Company’s specific revenue recognition policy is as follows:

The Company uses percentage of completion method of accounting for all contracts. Revenue of individual long-term contracts are included in operations as the project is completed by using costs incurred to date in relation to the estimated total costs of the contracts to measure the stage of completion. Original contract prices are adjusted for change orders in the amounts that are reasonably estimated based on the Company’s historical experience. The cumulative effects of changes in estimated total contract costs and revenues (change orders) are recorded in the period in which the facts requiring such revisions become known, and are accounted for using the percentage-of-completion method. At the time it is determined that a contract is expected to result in a loss; the entire estimated loss is recorded.

Contract costs include all direct material, subcontractors and direct labor and those indirect costs related to contract performance, such as indirect labor and supplies. Selling, general, and administrative expenses are charged to operations as incurred.

Allowance for Doubtful Accounts

For the quarter ended March 31, 2009 and the year ended December 31, 2008, the Company estimated a 3% allowance for doubtful accounts in the amount of $18,341 and $10,513, respectively. There was not allowance estimated as of December 31, 2007. Historically, the Company has had minimal bad debt write-offs. The allowance for doubtful accounts is evaluated regularly and an allowance has been estimated in order to reserve for credit losses as a result of customers’ inability to pay if deemed necessary in the future.

Discontinued Operations

None.

Depending on the amount of revenue and the timing of collections, the Company may need to obtain additional debt or issue additional stock. The Company is authorized to issue up to 100,000,000 shares.

Our continued existence is dependent upon several factors, including increased sales volumes, collection of existing receivables and the ability to achieve profitability from the sale of our products. In order to increase our cash flow, we are continuing our efforts to stimulate sales. We are also continuing to establish new supplier and subcontractor relationships in order to decrease costs.

Contractual Obligations

As of July 10th, 2009, the Company has approximately 30 (thirty) projects in construction at various stages from engineering to punch out list. The total contract value of these projects is approximately $7.4 million.

Below is a table of our debt obligations as of March 31, 2009:

7.99% notes payable to Chrysler Financial collateralized by vehicles and guaranteed by stockholders. Due in monthly installments of $881 including interest through 2012.	$	29,490

8.75% to 8.99% notes payable to Ford Credit collateralized by vehicles and guaranteed by founding stockholders. Due in monthly installments of $2,918 including interest through 2013.		78,061

6.50% to 7.15% notes payable to Wachovia Bank collateralized by vehicles and guaranteed by founding stockholders. Due in monthly installments of $5,654 including interest through 2012.		157,130

7.50% note payable to Wells Fargo collateralized by a vehicle and equipment. Due in monthly installments of $967 including interest through 2012.		34,135

		298,816
Less current portion of long term debt		97,516
	$	201,300

Off-Balance Sheet Arrangements and Concentration of Credit Risk

As of March 31, 2009, the Company was committed under leases for the following facilities:

Facility	Monthly Lease Payment		Term

Warehouse, West Palm Beach	$	3,696	Through July 2010

Headquarters, West Palm Beach	$	3,156	Through July 2010

Satellite Office, Ormond Beach	$	1,370	Through May 2009

As of March 31, 2009, the Company was committed under a vehicle lease for $448 per month through February 2011.

Future minimum lease payments as of March 31, 2009 are as follows:

Year	Amount
2009	$	68,440
2010		53,340
2011		-
Thereafter		-
TOTAL	$	121,780

The Company maintains its cash balances with a high quality financial institution which the Company believes limits its risk. The balances are insured by the Federal Deposit Insurance Corporation (FDIC) and Securities Investor Protection Corporation (SIPC) up to $250,000.

The Company has accounts receivable from customers engaged in various industries. These industries may be affected by economic factors, which may impact accounts receivable. The Company does not believe that any single customer, industry, or concentration in a geographic area represents significant credit risk.

Inflation

We do not believe that inflation in the cost of our raw materials has had in the past or will have in the future any significant negative impact on our operations. However, no assurance can be given that we will be able to offset such inflationary cost increases in the future.

Recently Issued Accounting Standards

In December 2007, Financial Accounting Standard Board (FASB) issued SFAS No.160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary, and expands disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. The statement also requires consolidated net income to be reported and disclose on the face of the consolidated statement of income at amounts that include the amounts attributable to both the parent and the noncontrolling interest. This Statement establishes decreases in a parent’s ownership interest in a subsidiary could be accounted for only equity transactions. The provision of SFAS No.160 is effective beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.

In December 2007, the FASB issued SFAS No.141, “Business Combinations”. The statement established the accounting for goodwill and assets and liabilities arising from contingency. It defines a bargain purchase as a business combination. It required the “negative goodwill” amount to be allocated as a pro rata reduction of the amounts that otherwise would have been assigned to particular assets acquired. Also, the provision require to recognize assets or liabilities arising from all other contingencies as of the acquisition date, measured at their acquisition-date fair values, only if it is more likely than not that they meet the definition of an asset or a liability in FASB Concepts Statement No. 6, Elements of Financial Statements. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

The management is currently evaluating the impact that the above statements will have on its financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in and/or disagreements with Mallah Furman, CPAs, our independent registered public accountants, on accounting and financial disclosure matters.

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor does it constitute an offer to buy these securities in any jurisdiction where the offer or sale is not permitted regardless of the time of the delivery of this prospectus or any sale of these securities.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SSGI does not currently have any market risk sensitive instruments.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The following persons are our executive officers and directors. Directors are elected to hold offices until the next annual meeting of Shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.

NAME	AGE	OFFICES HELD

Ryan Seddon	32	Chairman of the Board, Chief Executive Officer and President

Rodger Rees	54	Chief Financial Officer

Mark S. Feldmesser	67	Director

Michael Yurkowsky	37	Director

Robert Grammen	55	Director

Frederico Pier	41	Director

Ryan Seddon serves as our President and Director (Chairman) from February 2008 to present. Mr. Seddon has served as the President/CEO and Director of Surge Solution Group, Inc, the Company’s wholly-owned subsidiary since November 2001. From 1998 through 2000, Mr. Seddon was a Managing Partner of Discount Cellular, Inc., a national telecommunications firm located in West Palm, Florida. Mr. Seddon holds an Associates degree from Palm Beach Community College and is a Florida state certified General Contractor (CGC), a certified Pollutant Storage System Contractor (PSSC), Certified Mold Remediation Supervisor (CMRS) and a Certified Indoor Environmental Consultant (CIEC). The business address for Mr. Seddon is 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411.

Rodger Rees has been Chief Financial Officer of the Company since May 2009. From June 2006 to April 2009, Mr. Rees was a financial consultant with Space Coast Business Consultants and Tatum, LLC. While a consultant, Mr. Rees provided financial services to small public and private companies in the real estate, financial services, private equity and marine industries. While engaged by Tatum, LLC, Mr. Rees provided consulting services to Bonds.com Holdings, Inc., a publicly traded company, and subsequently acted as interim Chief Financial Officer. From May 2005 through May 2006, Rodger E. Rees served as Chief Financial Officer and Secretary of Empire Financial Holding, Inc. (now Jessup & Lamont, Inc.), a publicly traded brokerage, asset management, and investment banking firm. From February 2001 through April 2005, Mr. Rees served as director of independent broker-dealer services and in January 2004 subsequently became Chief Operating Officer of Empire Financial Group Inc., a subsidiary of Empire Financial Holding, Inc. From 1985 to 2001, Mr. Rees was Chief Executive Officer, Chief Financial Officer and founder of two financial services firms, Buckhead Financial Corporation and Centennial Capital Management, the latter of which was sold to Empire Financial Holdings, Inc. in 2001. Mr. Rees holds a Bachelor of Science degree with a major in accounting from East Tennessee State University and is a Certified Public Accountant licensed in the state of Georgia. The business address for Mr. Rees is 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411

Mark S. Feldmesser, has served as a director since February 2008. Mr. Feldmesser is a Managing Member of Friedman, Feldmesser & Karpeles CPA, LLC, a CPA firm (January 2002- present) and President of Chief Financial Officers Corp. a consulting firm (December 1990 to present). He is a graduate of Rutgers University (BS. Accounting) and of Baruch College (MBA Finance). The business address for Mr. Feldmesser is Friedman, Feldmesser & Karpeles, CPA, LLC, 641 University Blvd. Suite 210, Jupiter, FL 33458.

Michael Yurkowsky, has served as a director since April 2008. Since August 2003, Mr. Yurkowsky has been the Managing Director of Trenchant Asset Management, an asset management company based in Dallas, Texas. From November 1997 to August 2003, Mr. Yurkowsky was a Vice President of Investments at Wachovia Securities in Dallas, Texas. The business address for Mr. Yurkowsky is Trenchant Asset Management, 2828 Routh St. Suite 500, Dallas, Texas, 75201.

Robert P. Grammen, a Senior Partner and Principal of EFO Holdings, LP (“EFO”) an investment management firm with in excess of $250 Million under management. EFO has offices in Dallas, Texas and Naples, Florida, and Mr. Grammen serves as the Managing Director of the Florida office. Grammen is responsible for the origination, analysis, structure and execution of direct debt and equity investments. Prior to joining EFO in 1999, Mr. Grammen served as a Vice President of International Trading Group focusing on the purchase, restructure and sale of distressed municipal bond debt, and prior thereto as a Vice President of Landbase, Inc. (1987-1994) working in 13 countries as an investment banker in the international resort development industry. Mr. Grammen serves as a director and principal of several EFO portfolio companies including Laser Spine Institute, LLC, Cypress Lending Group, Ltd., Family Access Exchange, Azunia Brands, LP,, Surge Solutions Group and Melbourne Greyhound Park, LLC. Mr. Grammen received his B.A. in Economics from Bethany College and conducted advanced business studies in Oxford, England. The business address for Mr. Grammen is 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411

Frederico Pier has been working in the financial services industry for 19 years. He holds a BBA in Corporate Finance from the University of North Texas, and an MBA in Corporate and International Finance from the Graduate School of Management at the University of Dallas. Mr. Pier has extensive international business experience having worked both in the banking and investment sectors. Mr. Pier is a Senior Vice President with Oppenheimer & Co. Inc since November of 2007. Mr. Pier, his wife and three children live in Irving, TX. The business address for Mr. Pier is 13455 Noel Road, Suite 1200 Dallas, TX 75240

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of, July 10, 2009 by:

o all persons who are beneficial owners of five percent (5%) or more of our common stock;

o each of our directors;

o each of our executive officers; and

o all current directors and executive officers as a group.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares of common stock held by them.

Applicable percentage ownership in the following table is based on 35,472,630 shares of common stock outstanding as of July 10, 2009.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of July 10, 2009 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Title of Class	Name and Business Address of Owner	Title	Amount Owned Before Offering		Percentage of Issued Common Stock
Common Stock	Ryan Seddon(1) 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411	Chief Executive Officer, President and Chairman of the Board of Directors		17,715,000		50.09677	%
Common Stock	Henry LaVaughn Stoll 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411	Former officer		25,000		0.0707	%
Common Stock	Mark S. Feldmesser(2) 641 University Blvd. Suite 210 Jupiter, FL 33458	Director		12,000		0.0339	%
Common Stock	Michael W. Yurkowsky(3) 1505 Elm Street #1504 Dallas, TX 75201	Director		947,000		2.6780	%
Common Stock	Robert P. Grammen(4) 9180 Galleria Court #600 Naples, Florida 34109	Director		2,080,000		5.8821	%
Common Stock	Federico Pier 13455 Noel Road, Suite 1200 Dallas, TX 75240	Director		225,000		0.6363	%
Directors and Officers as a Group				21,004,000		59.3977	%

(1)

Includes 500,000 warrants

(2)

No stock ownership, 12,000 warrants

(3)

Includes 62,000 warrants

(4)

Includes 100,000 warrants

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

On April 1, 2007, Surge entered a three-year employment agreement with Mr. Ryan Seddon to serve as our Chief Executive Officer (the “Seddon Agreement”). The Seddon Agreement extends through April 1, 2010 and originally provided for an annual base salary of $290,000 for the first year, $320,000 for the second year and $360,000 for the third year. The Seddon Agreement also provides for a car allowance and a cash bonus equal to 50% of the prior twelve month’s base salary contingent on the Company reaching certain performance criteria. The Seddon Agreement further provides for the annual issuance of 500,000 warrants to purchase shares of our common stock exercisable at the Company’s valuation at the time of issuance. The Seddon agreement was amended effective August 1, 2008. The term remains the same, but the annual base salary is reduced to $190,000 through June 30, 2009. Effective July 1, 2009, the annual base salary will be increased to $240,000 provided that the Company has reached profitability at that time. The cash bonus cap is increased to 100% of the annual base salary but is subject to certain performance criteria. Effective for the year 2009, Mr. Seddon shall receive up to 500,000 warrants annually, exercisable at the a 15% discount off the Company’s valuation at the time of issuance. The number of warrants to be issued is based on a percentage of the annuall net of income of the Company. Mr. Seddon received 500,000 warrants for 2008. The amendment removed the car allowance, and Mr. Seddon is provided a Company vehicle. Mr. Seddon is entitled to participate in all benefit plans maintained by us for salaried employees. The Seddon Agreement also contains a confidentiality provision and an agreement by Mr. Seddon not to compete with us upon the expiration of the Seddon Agreement. Mr. Seddon also serves on the Board of Directors. As a member of the Board of Directors, Mr. Seddon will receive $8,000 annually in arrears in January and 12,000 stock options annually issued with a strike price 15% less than market price at time of issuance and 5 year exercise period.

In December 2007, Ricardo Sabha, a former director of our subsidiary, Surge Solutions Group, Inc., sold 9,990,000 shares of his shares of common stock that he owned in Surge Solutions Group, Inc. to Ryan Seddon, our Chairman, Chief Executive Officer and President. The consideration for the stock purchase was $1,000 and a promissory note in the amount of $4,994,000 that is subject to adjustment.

Loans from Officers, Directors and Other Related Parties

In January and February of 2009, our Chairman of the Board, Chief Executive Officer and director loaned the Company $535,000 and paid some expenses on behalf of the Company in the amount of $11,000. The Company previously had a balance due to this individual of $73,070 for total indebtedness of $619,070 at July 10, 2009. The loan bears interest at 8% per annum and all outstanding principal and interest is due and payable on December 31, 2011.

In September of 2008, a former director and current employee loaned the Company $40,000. The loan bears interest at 7% per annum and requires the Company to make a monthly payment of $1,095 until the loan is paid in full in March of 2012. At July 10, 2009, the unpaid balance on this loan is $31,463.

In addition to this loan, in January of 2009, the Company borrowed $150,000 at 8% per annum from this same former officer and current employee. At the time of this loan, the Company had an existing balance due to this individual of $43,257. As of July 10, 2009, the unpaid balance on this loan was $193,257. The loan bears interest at 8% per annum and all outstanding principal and interest is due and payable on December 31, 2011.

In April 2009, the Company executed a term note to a stockholder in the amount of $500,000. The note had interest of 9% with principal and unpaid interest due on October 27, 2009. In June 2009, the Company paid the principal amount of the term note with proceeds from a new term loan from a Nevada limited partnership in the amount of $925,000. The note bears interest at 9% and all outstanding principal and accrued but unpaid interest is due on October 27, 2009. A director of the Company has a 16% participation in this loan. The Company intends to use the proceeds to fund performance bonding requirements on government construction contacts.

Loan Guarantees and Collateral Provided by Key Executives and Employees

In order to procure vehicle financing and leased facilities, at various times key executives and employees of the Company have acted as guarantors under such financing arrangements.

In 2008, a founding stockholder of the Company also provided collateral in the amount of $247,000 in order to secure a performance bond required for a construction project. The collateral is being held in a certificate of deposit in the name of the stockholder, so no asset or liability is shown on the balance sheet of the Company. The Company paid the stockholder monthly interest at the annual rate of 7% for providing the collateral. The collateral was released back to the stockholder in February 2009.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

PRINCIPAL MARKET OR MARKETS

On July10, 2009 there were 34,687,630 shares of common stock issued and outstanding and no shares of preferred stock issued or outstanding.

APPROXIMATE NUMBER OF COMMON STOCK HOLDERS

As of July 10, 2009, there were approximately 162 holders of record of the Company’s common stock as determined from the Company’s transfer agent’s list. Such list does not include beneficial owners of securities whose shares are held in the names of various dealers and clearing agencies.

Of the 34,687,630 shares of common stock outstanding as of July 10, 2009, 28,957,666 shares of common stock are beneficially held by “affiliates” of the Company. All shares of common stock registered pursuant to this Registration Statement will be freely transferable without restriction or registration under the Securities Act, except to the extent purchased or owned by our “affiliates” as defined for purposes of the Securities Act.

As of July 10, 2009, there are 3,548,054 outstanding options or warrants or other securities that are convertible into our common stock.

As of July 10, 2009, 34,479,707 shares of common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, the Company is not classified as a “shell company” under Rule 405 of the Securities Act; however, prior to the consummation of the 2007 Exchange Agreement on February 22, 2008, the Company was a “shell company.” As such, all restricted securities presently held by shareholders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

EXECUTIVE COMPENSATION

BOARD OF DIRECTORS

All of our directors hold office until the next annual meeting of shareholders and the election and qualification of their successors. Our executive officers are elected annually by the board of directors to hold office until the first meeting of the board following the next annual meeting of shareholders and until their successors are chosen and qualified.

DIRECTORS’ COMPENSATION

We reimburse our directors for expenses incurred in connection with attending board meetings. Directors also receive $8,000 annually in arrears in January and 12,000 stock options annually issued with a strike price 15% less than market price at time of issuance and 5 year exercise period.

EXECUTIVE COMPENSATION

The compensation discussion addresses all compensation awarded to, earned by, or paid to the SSGI’s named executive officers. As of December 31, 2008, two of our executive officers are currently earning compensation. Set forth below is the aggregate compensation for services rendered in all capacities to us during our fiscal years ended December 31, 2008, 2007 and 2006 by our executive officers. Except as indicated below, none of our executive officers were compensated in excess of $100,000.

Non-equity

Non-Qualified

Name and

Incentive

Deferred

Principal

Stock

Option

Plan

Compensation

All Other

Position

Year

Salary

Bonus

Awards

Compensation

Earnings

Compensation

Total

Ryan Seddon

2008

211,600

Chairman, Chief

2007

193,800

Executive Officer

2006

120,000

Director

Vaughn Stoll

2008

112,642

Former Chief

2007

34,112

Financial Officer

Warrant and Options

As of July 10, 2009, non-qualified options to purchase 3,548,054 shares of common stock were outstanding.

The following table provides information concerning unexercised options; stock that has not vested; and equity incentive plan awards for each named executive officer outstanding as of July 10, 2009:

NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)		OPTION EXERCISE PRICE	OPTION EXPIRATION DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED		EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED

Ryan Seddon
Chairman, Chief Executive Officer and President		500,000					$0.63	2014

Rodger Rees
Chief Financial Officer		0		250,000		-0-	$0.25-$0.45	2014		250,000	$	0.70		-0-		-0-

COMMON STOCK PURCHASE WARRANTS

We currently have outstanding common stock purchase warrants to purchase an aggregate of 3,548,054 shares of our common stock at exercise prices ranging from $0.25 per share to $1.15 per share. These warrants expire between June 2011 and December 2016. The exercise price of the warrants is subject to pro-rata adjustment in the event of stock splits, recapitalizations and similar corporate events.

DISCLOSURE OF COMMISSION POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our By-Laws allow for the indemnification of company officers and directors in regard to their carrying out the duties of their offices. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or other controlling persons in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

ORGANIZATION WITHIN THE LAST FIVE YEARS

On December 18, 2007, the Company, Surge Solutions Group, Inc., Ryan Seddon, Michael Yurkowsky and Peter Wilson entered into a Share Exchange Agreement pursuant to which the Company purchased all of the shares of Surge Solutions Group Inc.’s common stock in a one share for one share exchange (the “2007 Share Exchange Agreement”). The 2007 Share Exchange Agreement was authorized by a written consent of the board or directors of the Company and the majority of shareholders of the Company. Pursuant to the terms of the 2007 Exchange Agreement, on or around January 15, 2008, the Company effected a 35 to 1 reverse stock split with the Company’s outstanding shares being reduced from 14,587, 370 to 416,782. Also pursuant to the 2007 Exchange Agreement, the Company changed its name on November 16, 2007 from Phage Therapeutics International, Inc. to SSGI, Inc. Additionally, pursuant to the 2007 Exchange Agreement and the closing of the transactions contemplated thereby, on or around February 22, 2008 the Company issued 33,025,000 shares of its common stock to the shareholders of Surge Solutions Group, Inc. in exchange for 33,025,000 shares of Surge Solutions Group, Inc. representing 100% of Surge Solutions Group, Inc.’s outstanding shares of common stock. As a result of the closing of the transactions contemplated by the 2007 Exchange Agreement, Surge Solutions Group, Inc. became a 100% subsidiary of the Company and its sole operating company.

REPORTS TO SECURITIES HOLDERS

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the issuance of shares of our common stock being offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the shares of our common stock, reference is made to the registration statement. We are not currently subject to the informational requirements of the Securities Exchange Act of 1934. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file quarterly and annual reports and other information with the SEC; and send a copy of our annual report together with audited financial statements to each of our shareholders. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the internet (http://www.sec.gov).

5,724,160 SHARES

SSGI, INC.

COMMON STOCK

PROSPECTUS

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ________, 2009, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to delivering a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

July 16, 2009

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth our estimates of the expenses to be incurred by it in connection with the common stock being offered hereby:

SEC Registration Fee
Printing registration statement and other documents*.		__,000.00
Legal fees and expenses*		__,000.00
Accounting fees and expenses*		__,000.00
Miscellaneous expenses*		__,000.00
Total expenses*		___,000.00

*ESTIMATED

As of July 10, 2009, the expenses incurred by SSGI in connection with this offering, the entire amount of $______is outstanding.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Articles of Incorporation provide that we must indemnify our directors and officers to the fullest extent permitted under Florida law against all liabilities incurred by reason of the fact that the person is or was a director or officer or a fiduciary of SSGI. The effect of these provisions is potentially to indemnify our directors and officers from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with SSGI. Pursuant to Florida law, a corporation may indemnify a director, provided that such indemnity shall not apply on account of:

(a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law;

(b) unlawful distributions; or

(c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled.

Our Bylaws provide that we will indemnify our officers and directors for costs and expenses incurred in connection with the defense of actions, suits, or proceedings against them on account of their being or having been directors or officers of SSGI, absent a finding of negligence or misconduct in office.

Our Bylaws also permit us to maintain insurance on behalf of our officers, directors, employees and agents against any liability asserted against and incurred by that person whether or not we have the power to indemnify such person against liability for any of those acts.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, that type of indemnification is against public policy as expressed in the Act and is therefore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding the issuance and sales of our securities without registration for the past three (3) years from the date of this Registration Statement. No such sales involved the use of an underwriter, no advertising or public solicitation were involved, the securities bear a restrictive legend and no commissions were paid in connection with the sale of any securities.

						Aggregate
Names/Identities to whom		Type of	Number of		Issue	Price of
Securities Issued		Securities	Shares		Date	Securities

Thomas W. Adams	1	Common Stock		20,000	March-08		10,000

John Allen	1	Common Stock		658,000	March-08		329,000

Victor P. Bannon	1	Common Stock		10,000	March-08		5,000

Lee Palmer Bearsch	1	Common Stock		200,000	March-08		100,000

Cindy Bell	1	Common Stock		6,000	March-08		3,000

BFS Services	1	Common Stock		20,036	March-08		10,018

Brad Brooks	1	Common Stock		273,000	March-08		136,500

CEDE and Company	1	Common Stock		193,743	March-08		96,872

Agatha Gabriela Cailide	1	Common Stock		30,000	March-08		15,000

Philip L. Cook	1	Common Stock		40,000	March-08		20,000

M. G. Crain	1	Common Stock		12,500	March-08		6,250

H. Dodd Crutcher	1	Common Stock		100,000	March-08		50,000

Chris Dollar	2	Common Stock		15,000	January-09		-

Daniel S. Dykes	1	Common Stock		100,000	March-08		50,000

Jack Edmonds	1	Common Stock		16,000	March-08		8,000

William Esping	1	Common Stock		1,466,666	May-08		733,333

FCC C/F Sharon Laminack	1	Common Stock		30,000	March-08		15,000

Michael T. Ferris	1	Common Stock		20,000	March-08		10,000

Brian Flanagan	1	Common Stock		50,000	March-08		25,000

Gerry Geddes	1	Common Stock		50,000	March-08		25,000

Telese Gray	1	Common Stock	20,000	March-08	10,000

Bradley Hickman	1	Common Stock	733,334	March-08	366,667

IRA Plus Southwest FBO Ella Oliver	1	Common Stock	18,000	March-08	9,000

IRA Plus Southwest FBO Walter Parker	1	Common Stock	20,000	March-08	10,000

Harvey Kaye	1	Common Stock	12,500	March-08	6,250

Helen Kaye	1	Common Stock	12,500	March-08	6,250

Andrew Konen	1	Common Stock	50,000	March-08	25,000

Brenda Kostohryz	1	Common Stock	333,334	March-08	166,667

Joel Lebovitz	1	Common Stock	83,334	May-08	41,667

Earnest Kent Lindsey	1	Common Stock	50,000	March-08	25,000

Laurie Michele Markum	1	Common Stock	10,000	March-08	5,000

Ralph E. Mayo	1	Common Stock	50,000	March-08	25,000

Mark McConnell	1	Common Stock	20,000	July-08	10,000

Erik Menegay	2	Common Stock	10,000	May-08	-

John Miller	1	Common Stock	187,500	March-08	93,750

Robert Miller	1	Common Stock	8,613	March-08	4,307

Oppenheimer & Co. Federico Pier IRA	1	Common Stock	80,000	April-08	40,000

H. Winfield Padgett Jr.	1	Common Stock	280,000	March-08	140,000

Charles Pero	1	Common Stock	200,000	March-08	100,000

Pershing LLC c/f Camilla M. Bannon IRA	1	Common Stock	4,000	March-08	2,000

Pershing LLC c/f James E. Kennedy	1	Common Stock	80,000	March-08	40,000

Pershing LLC c/f James Foitek SEP	1	Common Stock	20,000	March-08	10,000

Pershing LLC c/f Julie Geddes IRA	1	Common Stock	33,334	May-08	16,667

Pershing LLC c/f Lee J. Morrison IRA	1	Common Stock	100,000	March-08	50,000

Pershing LLC c/f Randy Wicker IRA	1	Common Stock	20,000	March-08	10,000

Pershing LLC c/f Rusty T. McDowell IRA	1	Common Stock	33,334	March-08	16,667

Pershing LLC c/f Samuel A. Rodgers IRA	1	Common Stock	50,000	March-08	25,000

Pershing LLC c/f Victor Bannon IRA	1	Common Stock	66,000	March-08	33,000

Pershing LLC c/f William P. Adams IRA	1	Common Stock	20,000	March-08	10,000

Federico Pier	1	Common Stock	145,000	March-08	72,500

Sam Rodgers	1	Common Stock	6,667	May-08	3,334

Ricardo Sabha	3	Common Stock	1,485,000	April-08	742,500

Ryan Seddon	3	Common Stock	17,215,000	April-08	8,607,500

Donald P. Simek	1	Common Stock	100,000	March-08	50,000

Richard & Rhonda Sinz	1	Common Stock	20,000	March-08	10,000

Andrew B. Small IV	1	Common Stock	100,000	March-08	50,000

Marilyn M. Smith	1	Common Stock	100,000	March-08	50,000

Wade C. Smith	1	Common Stock	100,000	March-08	50,000

Henry LaVaugh Stoll	2	Common Stock	25,000	April-08	12,500

Carol Touchstone	1	Common Stock	100,000	March-08	50,000

Gifford Touchstone	1	Common Stock	100,000	March-08	50,000

Dan Vannest	2	Common Stock	16,667	July-08	8,334

Eric Vatterott	2	Common Stock	30,000	July-08	15,000

Keith & Laura Webb Jt. Ten	1	Common Stock	114,000	March-08	57,000

Stephen K. Westervelt	1	Common Stock	20,000	March-08	10,000

Steven Williams	1	Common Stock	25,000	March-08	12,500

Peter Wilson	4	Common Stock	1,500,000	March-08	750,000

Michael Yurkowski	4	Common Stock	835,000	March-08	417,500

Gary Zimpelman	4	Common Stock	93,000	March-08	46,500

John Zogg	1	Common Stock	250,000	March-08	125,000

Stock purchased via private placement memorandum.

Stock issued as employee compensation.

Stock issued via exchange offer, original stockholders of the Company.

Stock issued as compensation in private placement.

The transactions described above were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 by reason that: (i) no commissions were paid for the issuance of security; (ii) the issuance of such security by the Company did not involve a “public offering”; (iii) the purchasers of each security were sophisticated and accredited investors; (iv) the offerings were not a “public offering” as defined in Section 4(2) due to the insubstantial numbers of persons involved in such sales, size of the offering, manner of the offering and number of securities offered; and (v) in addition, each purchaser had the necessary investment intent as required by Section 4(2) since each purchaser agreed to and received security bearing a legend stating that such security is restricted pursuant to Rule 144 of the 1933 Securities Act. (These restrictions ensure that this security would not be immediately redistributed into the market and therefore not be part of a “public offering”).

ITEM 16. EXHIBITS.

Exhibit
Number			Description of Exhibits

3.1			Amended and Restated Articles of Incorporation
3.2			Amended and Restated By-Laws
4.1			Specimen common stock certificate
5.1			Opinion of Cohen & Czarnik
10.1			Form of Indemnification Agreement by and between the registrant and each director and executive officer
10.2			Employment Agreement between Registrant and Ryan Seddon dated April 1, 2007
10.3			Amendment to Employment Agreement between Registrant and Ryan Seddon dated August 1, 2008
10.4			Employment Agreement between Registrant and Rodger Rees dated May 18, 2009
10.5			Promissory Note between Registrant and Wachovia Bank date June 3, 2009
10.6			Promissory Notes between Registrant and Ricardo Sabha and Ryan Seddon dated February 17, 2009
10.7			Contractual Alliance between Registrant and Tank Tech, Inc. dated December 9, 2008
10.8			Share Exchange Agreement between registrant and Surge, Ryan Seddon, Michael Yurkowsky and Peter Wilson dated December 18, 2007
23.1			Consent of Independent Auditor

ITEM 17. UNDERTAKINGS.

We hereby undertake:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of SSGI pursuant to the foregoing provisions, or otherwise, SSGI has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and as expressed in the Act and is, therefore, unenforceable.

a) SSGI, Inc. hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

i. Include any prospectus required by Section 10(a)(3) of the Securities Act;

ii. Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) that for the purpose of determining liability under the Securities Act to any purchaser:

(A) Each prospectus filed by the SSGI pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

(5) that, for the purpose of determining liability of the SSGI under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned SSGI undertakes that in a primary offering of securities of the undersigned SSGI pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of SSGI relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of SSGI or used or referred to by SSGI;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of SSGI; and

(iv) Any other communication that is an offer in the offering made by SSGI to the purchaser.

(b) SSGI hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of SSGI’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by SSGI of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on the 16th day of July, 2009.

SSGI, INC.

/s/ Ryan Seddon

Ryan Seddon

Chairman of the Board and President

/s/ Rodger Rees

Rodger Rees

Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Ryan Seddon and Rodger Rees as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including any and all post-effective amendments) to the registration statement on Form S-1, and any registration statement related to the same offering as this registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 16, 2009.

Signature		Title

/s/ Ryan Seddon
Ryan Seddon		Chairman of the Board and President

/s/ Rodger Rees
Rodger Rees		Chief Financial Officer

/s/ Michael Yurkowsky
Michael Yurkowsky		Director

/s/ Mark Feldmesser
Mark Feldmesser		Director

/s/ Bob Grammen
Bob Grammen		Director

INDEX TO FINANCIAL STATEMENTS

SSGI, Inc. (f/k/a Phage Therapeutics International, Inc.)

Financial Statements - December 31, 2008 and 2007
Report of Independent Registered Public Accounting Firm		F-3
Balance Sheets		F-4
Statements of Operations		F-5
Statements of Change in Stockholders’ Deficit		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements		F-8 to F-24
Interim Financial Statements - March 31, 2009
Balance Sheets (unaudited)		F-26
Statements of Operations (unaudited)		F-27
Statements of Change in Stockholders’ Deficit (unaudited)		F-28
Statements of Cash Flows (unaudited)		F-29
Notes to Financial Statements (unaudited)		F-30 to F-42

F-1

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

SSGI, Inc.(f/k/a Phage Therapeutics International, Inc.)

We have audited the accompanying balance sheets of SSGI, Inc. (f/k/a Phage Therapeutics International, Inc.) ("the Company") as of December 31, 2008 and 2007, and the related statements of operations, changes in stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SSGI, Inc. (f/k/a Phage Therapeutics International, Inc.) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient working capital to fund ongoing operations and expects to incur further losses which raise substantial doubt about the Company's ability to continue as a going concern. Management's plans are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in note 2, the balance sheets as of December 31, 2008 and 2007, and the related statements of operations, changes in stockholders' deficit and cash flows for the years then ended have been restated to reflect a change in the Company’s revenue recognition policy for its short term contracts.

/s/ Mallah Furman

Fort Lauderdale, Florida

March 26, 2009, except for

Note 2 which is as of

July 10, 2009

F-3

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

BALANCE SHEETS

DECEMBER 31, 2008 AND 2007

	2008			2007
	(restated)			(restated)
ASSETS

CURRENT ASSETS:

Cash and cash equivalents	$	64,988		$	56,736
Contracts receivable, net		339,914			21,151
Prepaid expenses		79,457			8,970
Costs and estimated earnings in excess of billings on uncompleted contracts		135,582			16,427
Total current assets		619,941			103,284

PROPERTY AND EQUIPMENT, NET		428,164			302,392

OTHER ASSETS		21,021			23,633
	$	1,069,126		$	429,309

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses	$	734,113		$	124,590
Borrowings under line of credit		-			375,000
Estimated losses on uncompleted contracts		59,354			-
Current portion of long term debt		100,292			52,270
Term loan payable		745,000			-
Current portion of due to stockholders		10,521			-
Billings in excess of costs and estimated earnings on uncompleted contracts		487,571			107,908
Total current liabilities		2,136,851			659,768

OTHER LIABILITIES:

Due to stockholders, net of current portion		143,259			-
Long term debt, net of current portion		271,159			161,721
Total liabilities		2,551,269			821,489

STOCKHOLDERS' DEFICIT:

Common stock - $.0010 Par value, 100,000,000 shares authorized, 34,672,630 issued and outstanding in 2008 and 33,000,000 issued and outstanding in 2007		34,673			33,000
Additional paid in capital		2,720,494			1,374,600
Accumulated deficit		(4,237,310	)		(1,799,780	)
Total stockholders' deficit		(1,482,143	)		(392,180	)
	$	1,069,126		$	429,309

The accompanying notes are an integral part of these financial statements.

F-4

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

	2008			2007
	(restated)			(restated)
CONTRACT REVENUES EARNED	$	6,802,107		$	1,821,735
COST OF REVENUES EARNED		6,942,944			1,843,825
Gross loss		(140,837	)		(22,090	)

GENERAL AND ADMINISTRATIVE EXPENSES
Payroll and related costs		1,202,430			849,649
Insurance		193,092			148,248
Marketing and advertising		178,930			62,090
Office and technology expenses		202,434			148,835
Professional fees		140,000			174,374
Auto and truck expense		133,987			87,165
Travel and entertainment		48,592			33,242
Bad debt expense		23,886			-
Depreciation and amortization		68,499			40,748
Other operating expenses		26,801			20,132
Total general and admistrative expenses		2,218,651			1,564,483
Loss from operations		(2,359,488	)		(1,586,573	)

OTHER INCOME (EXPENSES):
Interest expense		(66,524	)		(38,484	)
Interest income		143			4,086
Loss on asset disposition		(13,136	)		(503	)
Other income		1,475			10,600
Legal settlement		-			(22,656	)
Total other expenses		(78,042	)		(46,957	)
NET LOSS	$	(2,437,530	)	$	(1,633,530	)

Loss per share:
Basic and Diluted	$	(0.072	)	$	(0.067	)

Weighted Average Outstanding Shares:
Basic and Diluted		34,020,307			24,225,317

The accompanying notes are an integral part of these financial statements.

F-5

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

	Common Stock		Additional Paid In Capital		Retained earnings (accumulated deficit)			Receivables from Stockholders			Total
					(restated)						(restated)
BALANCE AT JANUARY 1, 2007	$	100	$	—	$	103,395		$	(304,777	)	$	(201,282	)

Net loss		—		—		(1,633,530	)		—			(1,633,530	)

Issuance of stock net of related expenses of $105,000		32,900		1,374,600		—			—			1,407,500

Distributions		—		—		(269,645	)		—			(269,645	)

Collections on stockholders' loans		—		—		—			304,777			304,777

BALANCE AT DECEMBER 31, 2007		33,000		1,374,600		(1,799,780	)		—			(392,180	)

Net loss		—		—		(2,437,530	)		—			(2,437,530	)

Issuance of stock net of related expenses of $89,635		1,656		1,189,209		—			—			1,190,865

Stocks and warrants issued as compensation		17		156,685		—			—			156,702

BALANCE AT DECEMBER 31, 2008	$	34,673	$	2,720,494	$	(4,237,310	)	$	—		$	(1,482,143	)

The accompanying notes are an integral part of these financial statements.

F-6

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

	2008			2007
	(restated)			(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,437,530	)	$	(1,633,530	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization		129,256			74,101
Stock and warrants issued as compensation		156,702			-
Loss on disposal of assets		13,136			-
Estimated losses on contracts		59,354			-
(Increase) decrease in:
Contracts receivable		(318,767	)		23,992
Prepaid expenses		(70,487	)		(8,090	)
Costs and estimated earnings in excess of billings on uncompleted contracts		(119,150	)		(16,426	)
Other assets		2,612			(22,021	)
Increase (decrease) in:
Accounts payable and accrued expenses		609,523			3,423
Billings in excess of costs and estimated earnings on uncompleted contracts		379,662			71,991

Net cash used in operating activities		(1,595,689	)		(1,506,560	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment		106,229			-
Purchase of equipment, net		(116,820	)		(34,440	)
Net cash used in investing activities		(10,591	)		(34,440	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit/term loan payable		370,000			205,000
Due to stockholders		153,780			304,778
Payments on debt, net		(100,113	)		(56,345	)
Distributions to stockholders		-			(269,645	)
Proceeds from issuance of stock		1,190,865			1,407,500
Net cash provided by financing activities		1,614,532			1,591,288

CHANGE IN CASH AND CASH EQUIVALENTS		8,252			50,288

Cash and cash equivalents at beginning of the year		56,736			6,448

Cash and cash equivalents at end of year	$	64,988		$	56,736

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid during the year	$	66,524		$	38,484

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Purchase of vehicles with long-term debt	$	257,573		$	152,104

The accompanying notes are an integral part of these financial statements.

F-7

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

SSGI, Inc. (the “Company”) was incorporated under the laws of the State of Florida as Phage Therapeutics International, Inc. on December 26, 1996. The Company was a public shell whose stock is traded in the Pink Sheets Electronic Over the Counter Markets. In February 2008, through a share exchange, the company acquired Surge Solutions Group, Inc. (“Surge”) As a consequence of the latter exchange, which qualified as a reverse merger, Surge became the accounting acquirer and the reporting entity prospectively.

The Company specializes in petroleum contracting and general construction in Florida including insurance restoration, installation services for large scale national home improvement chains, new commercial construction, and post construction finish and customization work. The Company's work is performed under cost-plus-fee contracts, fixed-price contracts, and fixed-price contracts modified by incentive and penalty provisions. The length of the Company's contracts typically range from three months or less to one year.

Company’s Ability to Continue as a Going Concern

At December 31, 2008, the Company has not yet achieved profitable operations, has insufficient working capital to fund ongoing operations and expects to incur further losses. These circumstances cast substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and to obtain the necessary financing to meet its obligations and repay its liabilities arising during the normal business operations.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations. Realization values may be substantially different from carrying values as shown in the financial statements and do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities and the reported revenues and expenses. Actual results could vary from the estimates that were used. The significant areas requiring management’s estimates and assumptions relate to determining the fair value of stock-based compensation, fair value of shares issued for services and the determination of percentage of completion in connection with the recognition of profit on customer contracts.

F-8

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reclassification

Certain reclassifications were made to the 2007 financial statements to conform to the 2008 presentation.

Cash and cash equivalents

For the purpose of reporting cash flows, the Company has defined cash equivalents as those highly liquid investments purchased with an original maturity of three months or less.

Revenue and cost recognition

The Company uses the cost to cost method to arrive at the percentage-of-completion for long-term contracts more than three months in duration. Revenue of individual long-term contracts are included in operations as the project is completed by using costs incurred to date in relation to the estimated total costs of the contracts to measure the stage of completion. Original contract prices are adjusted for change orders in the amounts that are reasonably estimated based on the Company’s historical experience. The cumulative effects of changes in estimated total contract costs and revenues (change orders) are recorded in the period in which the facts requiring such revisions become known, and are accounted for using the percentage-of-completion method. At the time it is determined that a contract is expected to result in a loss, the entire estimated loss is recorded.

Prior to the restatement disclosed in Note 2, the Company used the completed-contract method of accounting for short-term contracts less than three months in duration. Accordingly, revenue and costs of individual short-term contracts were included in operations in the period during which they were completed. Losses expected to be incurred on contracts in progress were charged to operations in the period such losses were determined. The aggregate of costs on uncompleted contracts in excess of related billings was shown as a current asset while the aggregate of billings on uncompleted contracts in excess of related costs was shown as a current liability.

Contracts Receivable

Contracts receivable are customer obligations due under contractual terms. The Company sells its services primarily to residential, commercial, and retail customers. On most projects, the Company has liens rights under Florida law which are typically enforced on balances not collected within 90 days. The Company includes any balances that are determined to be uncollectible along with a general reserve in its overall allowance for doubtful accounts.

F-9

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

Financial instruments consist of cash and cash equivalents, contracts receivable, accounts payable and accrued expenses, borrowings under line of credit, and debt. The carrying values of these instruments approximate their fair values due to their relatively short lives to maturity. The fair value of borrowings under the line of credit and debt also approximate fair market value, as these amounts are due at rates which are compatible to market interest rates.

Concentration of Credit Risk

The Company has accounts receivable from customers engaged in various industries. These industries may be affected by economic factors, which may impact the customer’s ability to pay. The Company does not believe that any single customer, industry, or concentration in a geographic area represents significant credit risk.

Income Taxes

In 2007, the Company revoked its election under Subchapter S of the Internal Revenue Code thus opting to be taxed as a C Corporation. Income taxes are accounted for under the asset and liability method as stipulated by Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

Effective January 1, 2008, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. (“FIN”) 48, “Accounting for Uncertainties in Income Taxes”, an interpretation of SFAS No. 109. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes”.

F-10

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment is stated at cost net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the useful life of the related asset. Amortization of leasehold improvements is computed using the straight-line method over the term of the related lease. Capital expenditures that extend the useful life of an asset are capitalized and depreciated over the remaining useful life of such asset. Maintenance and repairs that do not extend the life of an asset are charged to expense when incurred.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) before and after discontinued operations, by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all dilutive potential shares as if their effect is anti-dilutive.

Stock Based Compensation

The Company applies the fair value method of Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensation" ("SFAS No. 123R") in accounting for its stock based compensation. SFAS No. 123R is a revision of SFAS No. 123, and supersedes APB Opinion No. 25, and its related implementation guidance. SFAS No. 123R addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. Under SFAS No. 123R, stock-based awards result in a cost that will be measured at fair value on the award's grant date, based on the estimated number of awards that are expected to vest that will result in a charge to operations.

Common Stock Purchase Warrants

The Company accounts for common stock purchase warrants at fair value in accordance with EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to and Practically Settled in, a Company’s Own Stock”. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.

F-11

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement No. 141 (revised 2007) Business Combinations. This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We will adopt this statement on January 1, 2009. The Company is currently evaluating the impact of adopting the provisions of SFAS No. 141(r) but does not believe that the adoption of SFAS No. 141(r) will materially impact its financial position, cash flows, or results of operations.

In December 2007, the FASB issued Statement No. 160 Non controlling Interests in Financial Statements—an amendment of ARB No. 51. This statement requires that the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the statement of financial position within equity, but separate from the parent’s equity. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. We will adopt this statement on January 1, 2009. The Company is currently evaluating the impact of adopting the provisions of SFAS No. 160 but does not believe that the adoption of SFAS No. 160 will materially impact its financial position, cash flows, or results of operations.

NOTE 2 –

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The accompanying 2008 and 2007 financial statements have been restated to reflect a change in the Company’s revenue recognition policy for its short term contracts. The Company had previously used the completed contract method of accounting for short-term contracts less than three months in duration and the percentage of completion method for all other contracts. Under the completed contract method, revenues and costs of individual short-term contracts were included in operations in the year during which they were completed. Although using both methods simultaneously is an accepted accounting practice, the Company now desires to only use the percentage of completion method to allow for a more consistent presentation of revenue, cost of revenue and gross profit. This restatement does not affect the ultimate gross profit and cash flows on the contracts, but only the timing of the gross profit recognition.

F-12

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 2 –

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

Set forth below are the effect of the restatement to the various financial statement captions:

	For the Years Ended
	December 31,
Balance sheets	2008			2007

Contracts receivable as reported	$	339,914		$	36,151
Restatement		-			(15,000	)

Contracts receivable as restated	$	339,914		$	21,151

Costs and estimated earnings in excess of billings on uncompleted contracts as reported	$	127,826		$	11,028
Restatement		7,756			5,399

Costs and estimated earnings in excess of billings on uncompleted contracts as restated	$	135,582		$	16,427

Accounts payable and accrued expenses as reported	$	734,113		$	139,315
Restatement		-			(14,725	)

Accounts payable and accrued expenses as restated	$	734,113		$	124,590

Billings in excess of costs on uncompleted contracts as reported	$	60,222		$	18,651
Restatement		(60,222	)		(18,651	)

Billings in excess of costs on uncompleted contract as restated	$	-		$	-

F-13

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 2 –

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	For the Years Ended
	December 31,
	2008			2007
Billings in excess of costs and estimated earnings on on uncompleted contracts as reported	$	426,253		$	69,314
Restatement		61,318			38,594

Billings in excess of costs and estimated earnings on uncompleted contracts as restated	$	487,571		$	107,908

Accumulated deficit as reported	$	(4,243,970	)	$	(1,784,961	)
Restatement		6,660			(14,819	)

Accumulated deficit as restated	$	(4,237,310	)	$	(1,799,780	)

Stockholders' deficit as reported	$	(1,488,803	)	$	(377,361	)
Restatement		6,660			(14,819	)

Stockholders' deficit as restated	$	(1,482,143	)	$	(392,180	)

Statements of Operations

Revenue as reported	$	6,721,256		$	1,900,808
Restatement		80,851			(79,073	)

Revenue as restated	$	6,802,107		$	1,821,735

Cost of revenues earned as reported	$	6,883,572		$	1,864,599
Restatement		59,372			(20,774	)

Cost of revenues earned as restated	$	6,942,944		$	1,843,825

Gross (loss)profit as reported	$	(162,316	)	$	36,209
Restatement		21,479			(58,299	)

Gross loss as restated	$	(140,837	)	$	(22,090	)

F-14

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 2 –

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	For the Years Ended
	December 31,
	2008			2007

Net loss as reported	$	(2,459,009	)	$	(1,575,231	)
Restatement		21,479			(58,299	)

Net loss as restated	$	(2,437,530	)	$	(1,633,530	)

Basic and diluted loss per share as reported	$	(0.072	)	$	(0.065	)
Restatement		-			(0.002	)

Basic and diluted loss per share as restated	$	(0.072	)	$	(0.067	)

Statements of Cash Flows

Net loss as reported	$	(2,459,009	)	$	(1,575,231	)
Restatement		21,479			(58,299	)

Net loss as restated	$	(2,437,530	)	$	(1,633,530	)

(Increase) Decrease in contracts receivable as reported	$	(303,763	)	$	8,992
Restatement		(15,004	)		15,000

(Increase) Decrease in contracts receivable as restated	$	(318,767	)	$	23,992

Increase in costs and estimated earnings in excess of billings on uncompleted contracts as reported	$	(116,798	)	$	(11,028	)
Restatement		(2,352	)		(5,398	)

Increase in costs and estimated earnings in excess of billings on uncompleted contracts as restated	$	(119,150	)	$	(16,426	)

F-15

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 2 –

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	For the Years Ended
	December 31,
	2008			2007

Increase in accounts payable and accrued expenses as reported	$	594,798		$	18,148
Restatement		14,725			(14,725	)

Increase in accounts payable and accrued expenses as restated	$	609,523		$	3,423

Increase in billings in excess of costs on uncompleted contracts as reported	$	41,571		$	(60,744	)
Restatement		(41,571	)		60,744

Increase in billings in excess of costs on uncompleted contracts as restated	$	-		$	-

Increase in billings in excess of costs and estimated earnings on uncompleted contracts as reported	$	356,939		$	69,314
Restatement		22,723			2,677

Increase in billings in excess of costs and estimated earnings on uncompleted contracts as restated	$	379,662		$	71,991

NOTE 3 –

LINE OF CREDIT AND TERM LOAN PAYABLE

In November of 2007, a financial institution extended the Company a line of credit in the amount of $750,000. At December 31, 2007 the balance due on the line of credit was $375,000. In November of 2008, with a balance due of $745,000, the Company converted the line of credit to a term loan that required monthly interest payments at the Prime Rate plus 1.5% until December 3, 2008. The balance on the term loan at December 31, 2008 was $745,000. Thereafter, the Company was required to make monthly principal and interest payments of $35,000 with the first payment due on January 3, 2009. The note was due in full on June 3, 2009.

F-16

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 4 –

CONTRACTS RECEIVABLE

Contracts receivable as of December 31, 2008 and 2007 are as follows:

	2008			2007
	(restated)			(restated)

Completed contracts	$	144,255		$	21,151
Contracts in progress		206,172			-
Allowance for doubtful accounts		(10,513	)		-
	$	339,914		$	21,151

NOTE 5 –

COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS UNDER THE PERCENTAGE OF COMPLETION METHOD

	2008			2007
	(restated)			(restated)

Costs incurred on uncompleted contracts	$	2,438,797		$	546,834
Estimated earnings		62,605			19,994
Less: Billings to date		(2,853,391	)		(658,309	)
	$	(351,989	)	$	(91,481	)

	2008			2007
	(restated)			(restated)
Included in accompanying balance sheets under the following captions:

Costs and estimated earnings in excess of billings on uncompleted contracts	$	135,582		$	16,427

Billings and excess of costs and estimated earnings on uncompleted contracts		(487,571	)		(107,908	)
	$	(351,989	)	$	(91,481	)

NOTE 6 –

INCOME TAXES

A reconciliation of the differences between the effective income tax rate and the statutory federal tax rate for 2008 and 2007 are as follows:

	2008			2007
Tax benefit at U.S. statutory rate		34.00	%		34.00	%
State taxes, net of federal benefit		3.63			3.63
Change in valuation allowance		(37.63	)		(37.63	)
		-	%		-	%

F-17

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 6 –

INCOME TAXES (continued)

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2008 and 2007 consisted of the following:

Deferred Tax Assets	2008			2007
	(restated)			(restated)
Net Operating Loss Carryforward	$	1,400,000		$	474,000
Other		202,971			100,325
Total Deferred Tax Assets		1,602,971			574,325
Deferred Tax Liabilities		(57,215	)		-
Net Deferred Tax Assets		1,545,756			574,325
Valuation Allowance		(1,545,756	)		(574,325	)
Total Net Deferred Tax Assets	$	-		$	-

As of December 31, 2008, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $3,600,000 that may be offset against future taxable income through 2027. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax asset has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) effective January 1, 2008. The purpose of FIN 48 is to clarify and set forth consistent rules for accounting for uncertain tax positions in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. The cumulative effect of applying the provisions of this interpretation are required to be reported separately as an adjustment to the opening balance of retained earnings in the year of adoption. The adoption of this standard did not have an impact on the financial condition or the results of the Company’s operations.

The Company was an "S" Corporation up to March 31, 2007, therefore not subject to the requirements of SFAS 109.

F-18

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 7 –

PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of December 31, 2008 and 2007:

Category	Estimated Useful Lives	2008		2007

Tools and equipment	7 Years	$	98,070	$	21,634
Leasehold Improvements	2 Years		28,801		4,934
Vehicles	5 Years		431,714		343,497
Office equipment	5-7 Years		50,574		61,441
			609,159		431,506
Less: accumulated depreciation and amortization			180,995		129,114
		$	428,164	$	302,392

The Company allocates a portion of its depreciation and amortization expense to cost of revenues earned. Total depreciation and amortization for 2008 and 2007 amounted to $129,256 and $74,101, respectively. The unallocated portion for 2008 and 2007 is $68,499 and $40,748, respectively.

NOTE 8 –

RETIREMENT PLAN

The Company’s 401(k) savings plan allows all qualified employees to participate. The plan is a defined contribution retirement plan. Under the agreement the Company contributes to the plan a portion of employee contributions plus additional funds at its discretion. All contributions are subject to certain limitations and are allocated to each individual’s account in the plan. At the option of the participants, plan funds are invested in various pooled investments offered by the Trustee. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company contributed approximately $55,755 and $14,683 to the plan in 2008 and 2007, respectively.

NOTE 9 –

COMMON STOCK PURCHASE WARRANTS

During 2008, the Company completed private placements resulting in the issuance of units consisting of one share of Company restricted common stock and one warrant (each warrant is exercisable into one share of Company restricted common stock). As part of the transaction, the Company also issued common stock purchase warrants to certain individuals who assisted with the private placement. There was no value assigned to these warrants when they were granted.

F-19

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 9 –

COMMON STOCK PURCHASE WARRANTS (continued)

The Company also issued common stock purchase warrants to certain employees as part of their compensation package. The value assigned to these warrants was calculated using the Black-Scholes option pricing model.

A summary of the change in common stock purchase warrants for the year ended December 31, 2008 is as follows:

	Number of Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance, December 31, 2007		-		-		-
Warrants issued		2,734,054	$	0.59		4.58
Warrants exercised		-		-		-
Warrants expired		-		-		-
Balance, December 31, 2008		2,734,054	$	0.59		4.58

The balance of outstanding and exercisable common stock warrants as at December 31, 2008 is as follows:

Number of Warrants Outstanding		Exercise Price				Remaining Contractual Life (Years)
2,734,054		$	0.59				2.5 - 5.0

The fair value of stock purchase warrants granted using the Black-Scholes option pricing model was calculated using the following assumptions:

	Years Ended December 31,
	2008		2007
Risk free interest rate		.5% - 1.5%	Not applicable
Expected volatility		20% - 86%	Not applicable
Expected term of stock warrant in years		2.5 - 4.75	Not applicable
Expected dividend yield		0%	Not applicable
Average value per option		.13 - .57	Not applicable

F-20

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 9 –

COMMON STOCK PURCHASE WARRANTS (continued)

Expected volatility is based on historical volatility of the Company and other comparable companies. Short Term U.S. Treasury rates were utilized. The expected term of the options was calculated using the alternative simplified method permitted by SAB 107, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. Since trading volumes and the number of unrestricted shares are very small compared to total outstanding shares, the value of the warrants was decreased for lack of marketability.

NOTE 10 – COMMITMENTS

As of December 31, 2008, the Company was committed under leases for the following facilities:

Facility	Monthly Lease Payment		Term
Warehouse, West Palm Beach, Florida	$	3,000	Through July 2010
Headquarters, West Palm Beach, Florida	$	2,550	Through July 2010
Satellite Office, Ormond Beach, Florida	$	1,370	Through May 2009

Rent expense for the years ended December 31, 2008 and 2007 was approximately $119,000 and $41,000, respectively. These amounts have been allocated to costs of revenues earned and general and administrative, respectively.

As of December 31, 2008, the Company was committed under a vehicle lease for $448 per month through February 2011.

Future minimum lease payments as of December 31, 2008 are as follows:

Year	Amount
2009	$	78,826
2010		44,226
Thereafter		-
TOTAL	$	123,052

F-21

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 11 – LONG TERM DEBT

A summary of long-term debt as of December 31, 2008 and 2007 is as follows:

	2008		2007
7.99% notes payable to Chrysler Financial collateralized by vehicles and guaranteed by founding stockholders. Due in monthly installments of $881 including interest through 2012.	$	32,389	$	57,789

8.75% to 8.99% notes payable to Ford Credit collateralized by vehicles and guaranteed by founding stockholders. Due in monthly installments of $2,918 including interest through 2013.		108,381		97,239

6.50% to 7.15% notes payable to Wachovia Bank collateralized by vehicles and guaranteed by founding stockholders. Due in monthly installments of $5,654 including interest through 2012.		195,052		19,000

7.50% note payable to Wells Fargo collateralized by a vehicle and equipment. Due in monthly installments of $967 including interest through 2012.		35,629		-

5.84% note payable to Pentagon Federal Credit Union collateralized by a vehicle and guaranteed by founding stockholders. Note settled in 2008.		-		18,565

6.65% to 6.79% notes payable to Riverside Federal Credit Union collateralized by vehicles and guaranteed by founding stockholders. Note settled in 2008.		-		21,398
		371,451		213,991
Less current portion of long term debt		100,292		52,270
	$	271,159	$	161,721

Maturities of long-term debt for the years subsequent to December 31, 2008 are as follows:

Year	Amount
2009	$	100,292
2010		108,089
2011		112,154
2012		43,740
2013		7,176
TOTAL	$	371,451

F-22

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 12 – MAJOR CUSTOMERS

In 2008 and 2007, two of the Company’s major customers contributed more than 10% of revenues. Revenues from these customers were approximately $1,400,000 and $700,000 during the years ended December 31, 2008 and 2007, respectively. In addition, the Company’s revenue stream has moved into the direction of petroleum contracting. The Company expects petroleum contracting to be a primary source of revenue in the near future. A change in the demand for petroleum contracting could affect operating results.

NOTE 13 – MAJOR SUBCONTRACTOR

In 2008, the Company had two major subcontractors, while in 2007, the Company had one major subcontractor. During the years ended December 31, 2008 and 2007, the Company paid its major subcontractors, approximately $1,730,000 and $615,000, respectively, for subcontracting work. The amounts paid approximated 25% and 35%, respectively, of contract costs incurred during the periods. A change in these vendors could cause delays in the Company’s contracts, which could ultimately affect operating results.

NOTE 14 – RELATED PARTY TRANSACTIONS

In order to procure vehicle financing and leased facilities, at various times the founding stockholders of the Company have acted as guarantors under such financing arrangements. Founding stockholders have also loaned the Company a total of $153,780 as of December 31, 2008. Beginning in November 2008, these stockholder loans will accrue interest at rates ranging between 7.5% to 8.5%. In addition, the company purchased insurance through the spouse of a corporate officer via an arm’s length transaction.

In 2008, a founding stockholder of the Company also provided collateral in the amount of $247,000 in order to secure a performance bond required for a construction project. The collateral is being held in a certificate of deposit in the name of the stockholder, so no asset or liability is shown on the balance sheet of the Company. The Company is currently paying the stockholder interest monthly at the annual interest rate of 7% for providing the collateral. The collateral is estimated to be released back to the stockholder in the first six months of 2009.

NOTE 15 – LEGAL MATTERS

The Company is a party in legal proceedings in the ordinary course of business. While the alleged damages could be greater than $15,000, these proceedings are in the discovery stages and therefore there is no specific amount of damage asserted against the Company. The outcome of the Company’s legal proceedings is unknown, but it is the opinion of management that the outcome of the legal proceedings will not have a significant adverse impact on the Company’s financial statements.

F-23

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 16 – SUBSEQUENT EVENTS

In January and February 2009, founding stockholders loaned the Company an additional $685,000. These stockholder loans will accrue interest at 8% and have a maturity date of December 31, 2011.

F-24

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

F-25

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

BALANCE SHEETS

	March 31,			December 31,
	2009			2008
	(unaudited)			(audited)
ASSETS

CURRENT ASSETS:

Cash and cash equivalents	$	130,271		$	64,988
Contracts receivable, net		593,033			339,914
Prepaid expenses		74,871			79,457
Costs and estimated earnings in excess of billings on uncompleted contracts		55,973			135,582
Total current assets		854,148			619,941

PROPERTY AND EQUIPMENT, NET		415,218			428,164

OTHER ASSETS		26,739			21,021
	$	1,296,105		$	1,069,126

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses	$	782,177		$	734,113
Estimated losses on uncompleted contracts		-			59,354
Current portion of notes payable		97,516			100,292
Term loan payable		648,683			745,000
Current portion of due to stockholders		10,733			10,521
Billings in excess of costs and estimated earnings on uncompleted contracts		504,395			487,571
Total current liabilities		2,043,504			2,136,851

OTHER LIABILITIES:

Due to stockholders, net of current portion		836,547			143,259
Notes payable, net of current portion		201,300			271,159
Total liabilities		3,081,351			2,551,269

STOCKHOLDERS' DEFICIT:

Common stock - $.0010 Par value, 100,000,000 shares authorized, 34,687,631 and 34,672,631shares issued and outstanding in in 2009 and 2008, respectively.		34,688			34,673
Additional paid in capital		2,734,306			2,720,494
Accumulated deficit		(4,554,240	)		(4,237,310	)
Total stockholders' deficit		(1,785,246	)		(1,482,143	)

	$	1,296,105		$	1,069,126

The accompanying notes are an integral part of these interim financial statements.

F-26

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2009			2008
				(restated)
CONTRACT REVENUES EARNED	$	1,673,185		$	841,218
COST OF REVENUES EARNED		1,531,119			878,775
Gross profit (loss)		142,066			(37,557	)

GENERAL AND ADMINISTRATIVE EXPENSES
Payroll and related costs		188,938			307,833
Insurance		53,856			49,504
Marketing and advertising		44,531			69,667
Office and technology expenses		35,587			70,540
Professional fees		52,582			53,593
Auto and truck expense		24,791			31,459
Travel and entertainment		2,349			5,112
Bad debt expense		7,829			-
Depreciation and amortization		16,986			15,076
Other operating expenses		3,793			535
Total general and admistrative expenses		431,242			603,319
Loss from operations		(289,176	)		(640,876	)

OTHER INCOME (EXPENSES):
Interest expense		(28,320	)		(12,747	)
Interest income		-			76
Gain on asset disposition, net		-			1,377
Other income		566			75
Total other expenses		(27,754	)		(11,219	)
NET LOSS	$	(316,930	)	$	(652,095	)

Loss per share
Basic and diluted	$	(0.009	)	$	(0.019	)

Weighted Average Outstanding Shares
Basic and diluted		34,679,140			33,875,962

The accompanying notes are an integral part of these interim financial statements.

F-27

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM JANUARY 1, 2009 TO MARCH 31, 2009

(Unaudited)

	Common		Additional		Accumulated
	Stock		Paid In Capital		Deficit			Total
					(restated)			(restated)
BALANCE AT JANUARY 1, 2009	$	34,673	$	2,720,494	$	(4,237,310	)	$	(1,482,143	)
Net loss		-		-		(316,930	)		(316,930	)
Stock and warrants issued as compensation		15		13,812		-			13,827

BALANCE AT MARCH 31, 2009	$	34,688	$	2,734,306	$	(4,554,240	)	$	(1,785,246	)

The accompanying notes are an integral part of these interim financial statements.

F-28

SSGI, INC.

(f/k/a PHAGE THERAPEUTICS INTERNATIONAL, INC.)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2009			2008
				(restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(316,930	)	$	(652,094	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization		32,838			27,258
Stock and warrants issued for compensation		13,827			51,000
Estimated losses on contracts		(59,354	)		-
(Increase) decrease in:
Contracts receivable		(253,115	)		(98,200	)
Prepaid expenses		4,586			(17,515	)
Costs and estimated earnings in excess of billings on uncompleted contracts		79,609			(78,057	)
Other assets		(6,851	)		(6,946	)
Increase (decrease) in:
Accounts payable and accrued expenses		48,061			266,059
Billings in excess of costs and estimated earnings on uncompleted contracts		16,824			27,443

Net cash used in operating activities		(440,505	)		(481,052	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, net		(18,759	)		(50,550	)
Net cash used in investing activities		(18,759	)		(50,550	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit/term loan payable		-			200,000
Payments on debt, net		(168,953	)		(37,128	)
Advances from stockholders		693,500			16,572
Proceeds from issuance of stock		-			302,715
Net cash provided by financing activities		524,547			482,159

CHANGE IN CASH AND CASH EQUIVALENTS		65,283			(49,443	)

Cash and cash equivalents at beginning of the period		64,988			56,736

Cash and cash equivalents at end of the period	$	130,271		$	7,293

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid during the period	$	28,320		$	12,747

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Purchase of vehicles with long-term debt	$	-		$	112,653

The accompanying notes are an integral part of these interim financial statements.

F-29

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Interim Financial Statements

Although the Company is not a Securities Exchange Commission registrant, these financial statements have been prepared in accordance with the rules of interim financial statements stipulated in Regulation S-X. In the opinion of management, such financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the financial position and the results of operations. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The balance sheet information as of December 31, 2008 was derived from the audited financial statements. The interim financial statements should be read in conjunction with those statements.

Company’s Ability to Continue as a Going Concern

At March 31, 2009, the Company had not yet achieved profitable operations, had insufficient working capital to fund ongoing operations and expects to incur further losses. These circumstances cast doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations.

F-30

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of estimates

Reclassification

Certain reclassifications were made to the 2008 statements of operations and cash flows to conform to the 2009 presentation.

Revenue and cost recognition

Prior to the restatement disclosed in Note 2, the Company used the completed-contract method of accounting for short-term contracts less than three months in duration. Accordingly, revenue and costs of individual short-term contracts were included in operations in the period during which they are completed. Losses expected to be incurred on contracts in progress were charged to operations in the period such losses were determined. The aggregate of costs on uncompleted contracts in excess of related billings was shown as a current asset while the aggregate of billings on uncompleted contracts in excess of related costs was shown as a current liability.

F-31

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and cash equivalents

For the purpose of reporting cash flows, the Company has defined cash equivalents as those highly liquid investments purchased with an original maturity of three months or less.

Contracts Receivable

Income Taxes

In 2007, the Company revoked its election under Subchapter S of the Internal Revenue Code thus opting to be taxed as a C Corporation. Income taxes are accounted for under the asset and liability method of Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred. Marketing and advertising costs for the three months ended March 31, 2009 and 2008 were $44,531 and $69,667, respectively.

F-32

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

Financial instruments consist of cash and cash equivalents, contracts receivable, accounts payable and accrued expenses, borrowings under line of credit, and debt. The carrying values of these instruments approximate their fair values due to their relatively short lives to maturity. The fair value of borrowings under line of credit and debt also approximate fair market value, as these amounts is due at rates which are compatible to market interest rates.

Stock Based Compensation

The Company applies the fair value method of Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensation" ("SFAS No. 123R") in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. As the Company does not have sufficient, reliable and readily determinable values relating to its common stock, the Company has used the stock value pursuant to its most recent sale of stock for purposes of valuing stock based compensation.

Property and Equipment

Concentration of Credit Risk

The Company maintains its cash balances with a high quality financial institution which the Company believes limits its risk. The Company places its cash in bank deposit accounts that, at times, may exceed federally insured limits. The balances are insured by the Federal Deposit Insurance Corporation (FDIC) and Securities Investor Protection Corporation (SIPC) up to $250,000.

Stock Purchase Warrants

F-33

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 1 –

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

F-34

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The accompanying 2008 interim financial statements have been restated to reflect a change in the Company’s revenue recognition policy for its short term contracts. The Company had previously used the completed contract method of accounting for its short-term contracts and the percentage of completion method for all other contracts. Under the completed contract method, revenues and costs of individual short-term contracts were included in operations in the year during which they were completed. Although using both methods simultaneously is an accepted accounting practice, the Company now desires to use only the percentage of completion method to allow for a more consistent presentation of revenue, cost of revenue and gross profit. This Restatement by the Company does not affect ultimate cash flows from operations and profits to be recognized, only the timing of the recognition.

Set forth below are the effect of the restatement to the various financial statement captions:

	For the three
	Months Ended
Statement of Operations	March 31, 2008

Revenue as reported	$	662,570
Restatement		178,648

Revenue as restated	$	841,218

Cost of revenues earned as reported	$	736,207
Restatement		142,568

Cost of revenues earned as restated	$	878,775

Gross loss as reported	$	(73,637	)
Restatement		36,080

Gross loss as restated	$	(37,557	)

F-35

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	For the three
	Months Ended
	March 31, 2008

Net loss as reported	$	(688,175	)
Restatement		36,080

Net increase in loss as restated	$	(652,095	)

Basic and diluted loss per share as reported	$	(0.020	)
Restatement		0.001

Basic and diluted loss per share as restated	$	(0.019	)

Statement of Cash Flows

Net loss as reported	$	(688,175	)
Restatement		36,080

Net loss as restated	$	(652,095	)

Increase in contracts receivable as reported	$	(83,201	)
Restatement		(14,999	)

Increase in contacts receivable as restated	$	(98,200	)

Increase in costs and estimated earnings in excess of billings on uncompleted contracts as reported	$	(72,624	)
Restatement		(5,433	)

Increase in costs and estimated earnings in excess of billings on uncompleted contracts as restated	$	(78,057	)

Increase in accounts payable and accrued expenses as reported	$	251,334
Restatement		14,725

Increase in accounts payable and accrued expenses as restated	$	266,059

F-36

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

	For the three
	Months Ended
	March 31, 2008

Increase in billings in excess of costs on uncompleted contracts as reported	$	121,599
Restatement		(121,599	)

Increase in billings in excess of costs on uncompleted contracts as restated	$	-

Decrease in billings in excess of costs and estimated earnings on uncompleted contracts as reported	$	(63,782	)
Restatement		91,225

Increase in billings in excess of costs and estimated earnings on uncompleted contracts as restated	$	27,443

NOTE 3 – CONTRACTS RECEIVABLE

Contracts receivable are as follows:

	March 31,			December 31,
	2009			2008

Completed contracts	$	58,045		$	144,255
Contracts in progress		553,329			206,172
Allowance for doubtful accounts		(18,341	)		(10,513	)
	$	593,033		$	339,914

F-37

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 4 –

COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS UNDER THE PERCENTAGE OF COMPLETION METHOD

	March 31,			December 31,
	2009			2008

Costs incurred on uncompleted contracts	$	1,171,845			2,438,797
Estimated earnings		290,815			62,605
Less: Billings to date		(1,911,082	)		(2,853,391	)
	$	(448,422	)		(351,989	)
Included in the accompanying balance sheets under the following captions:

Costs and estimated earnings in excess of billings on uncompleted contracts	$	55,973			135,582

Billings and excess of costs and estimated earnings on uncompleted contracts		(504,395	)		(487,571	)
	$	(448,422	)		(351,989	)

NOTE 5 – TERM LOAN PAYABLE

In November of 2007, a financial institution extended the Company a line of credit in the amount of $750,000. In November of 2008, with a balance due of $745,000, the Company converted the line of credit to a term loan that required monthly interest payments at the Prime Rate plus 1.5% until December 3, 2008. Thereafter, the Company was required to make monthly principal and interest payments of $35,000 with the first payment due on January 3, 2009. The note was due in full on June 3, 2009. The balance on the term loan at March 31, 2009 and December 31, 2008 was $648,683 and $745,000, respectively. The Company paid $8,683 in interest for the three months ended March 31, 2009.

F-38

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 6 – INCOME TAXES

A reconciliation of the differences between the effective income tax rate and the statutory federal tax rate for the period ended March 31, 2009 and 2008 are as follows:

	2009			2008
Tax benefit at U.S. statutory rate		34.00	%		34.00	%
State taxes, net of federal benefit		3.63			3.63
Change in valuation allowance		(37.63	)		(37.63	)
		-	%		-	%

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at March 31, 2009 and December 31, 2008 consisted of the following:

	March 31,			December 31,
Deferred Tax Assets	2009			2008

Net Operating Loss Carryforward	$	1,500,000		$	1,400,000
Other		208,741			202,971
Total Deferred Tax Assets		1,708,741			1,602,971
Deferred Tax Liabilities		(62,542	)		(57,215	)
Net Deferred Tax Assets		1,646,199			1,545,756
Valuation Allowance		(1,646,199	)		(1,545,756	)
Total Net Deferred Tax Assets	$	-		$	-

As of March 31, 2009, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $3,900,000 that may be offset against future taxable income through 2028. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax asset has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

F-39

SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 7 – COMMON STOCK PURCHASE WARRANTS

During 2008, the Company completed private placements resulting in the issuance of units consisting of one share of Company restricted common stock and one warrant (with each warrant exercisable for one share of Company restricted common stock). As part of the transaction, the Company also issued common stock purchase warrants to certain individuals who assisted with the private placement. There was no value assigned to these warrants when they were granted.

A summary of the change in common stock purchase warrants for the three months ended March 31, 2009 is as follows:

	Number of Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)

Balance, December 31, 2008		2,734,054	$	0.59		4.58
Warrants issued		65,000		0.54		3.46
Warrants exercised		-		-		-
Warrants expired		-		-		-
Balance, March 31, 2009		2,799,054	$	0.59		4.32

The balance of outstanding and exercisable common stock warrants as at March 31, 2009:

Number of Warrants Outstanding		Exercise Price				Remaining Contractual Life (Years)
2,799,054		$	0.59				2.5 – 4.8

The fair value of stock purchase warrants granted using the Black-Scholes option pricing model was calculated using the following assumptions:

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SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 7 – COMMON STOCK PURCHASE WARRANTS (continued)

	March 31,		December 31,
	2009		2008
Risk free interest rate		.5% - 1.5%		.5% - 1.5%
Expected volatility		20% - 151%		20% - 86%
Expected term of stock warrant in years		2.21 - 4.76		2.5 - 4.75
Expected dividend yield		0%		0%
Average value per option		.13 - .70		.13 - .57

NOTE 8 – RELATED PARTY TRANSACTIONS

In order to procure vehicle financing and leased facilities, at various times the founding stockholders of the Company have acted as guarantors under such financing arrangements. Founding stockholders have also loaned the Company a total of $847,280 and $153,780 as of March 31, 2009 and December 31, 2008, respectively. Beginning in November 2008, two of these stockholder loans totaling $812,334 began accruing interest at 8%. The third loan bears interest at 7% and requires monthly principal and interest payments.

In 2008, a founding stockholder of the Company also provided collateral in the amount of $247,000 in order to secure a performance bond required for a construction project. The collateral is being held in a certificate of deposit in the name of the stockholder, so no asset or liability is shown on the balance sheet of the Company. The Company is currently paying the stockholder monthly interest at the annual rate of 7% for providing the collateral. The collateral was released back to the stockholder in February 2009.

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SSGI, INC.

(f/k/a Phage Therapeutics International, Inc.)

NOTES TO INTERIM FINANCIAL STATEMENTS

MARCH 31, 2009

(unaudited)

NOTE 9 – SUBSEQUENT EVENTS

In April 2009, the Company executed a term note to a founding stockholder in the amount of $500,000. The note had interest of 9% with principal and unpaid interest due on October 27, 2009. In June 2009, the Company paid the principal amount of the term note with proceeds from a new term loan from a Nevada limited partnership related to a director/stockholder in the amount of $925,000. The note bears interest at 9% and all outstanding principal and accrued but unpaid interest is due on October 27, 2009. The Company intends to use the proceeds to fund performance bonding requirements on government construction contacts. Once the government construction contracts are completed the performance bond is returned to the Company with accrued interest.

NOTE 10 – LEGAL MATTERS

The Company is involved in lawsuits from time to time in the ordinary course of business. Management believes that these actions when settled will not have a significant adverse impact on the Company’s financial statements.

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