SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WILLIAMS PETER

(Last)

(First)

(Middle)

28142 BELCHESTER ROAD

(Street)

KENNEDYVILLE

21645

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2007

3. Issuer Name and Ticker or Trading Symbol
Southridge Technology Group, Inc. [ SOUT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,667⁽¹⁾	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	07/12/2017	Common Stock	400,000	$0.6	D
Warrants	⁽⁴⁾	⁽⁵⁾	Common Stock	20,834	$0.85	D

Explanation of Responses:

1. Except as otherwise indicated, all share numbers in this Form 3 have been adjusted to reflect the 11.036789 for 1 forward stock split in the form of a dividend of 10.036789 shares for each one share of outstanding stock effected by the Issuer at the close of business on July 13, 2007.

2. All shares are held as tenants in common by Mr. Williams and members of his family in which Mr. Williams has a 20% beneficial ownership.

3. 25% of the Shares subject to the Option shall vest on July 12, 2008, and 6.25% of the Shares subject to the Option will vest on the last day of each calendar quarter thereafter beginning on September 30, 2008, subject to the Reporting Person continuing to be a Service Provider through each such dates.

4. The Warrant Agreement was issued on July 13, 2007, and will be exercisable upon the filing of an Amended and Restated Certificate of Incorporation of the Issuer (the "Effective Date") increasing the number of shares authorized for issuance by the Issuer.

5. The expiration date of the Warrant Agreement is two years from the Effective Date.

	Peter W. Williams	07/19/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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