U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                FORM 10-KSB/A
(MARK ONE)
    [ X ]    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997.

COMMISSION FILE NUMBER:     0-3851
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                                SUNGROUP, INC.
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                (Name of small business issuer in its charter)

          Tennessee                                         62-0790469
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(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                         Identification No.)

2201 Cantu Court, Suite 102, Sarasota, Florida               34232-6254
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   (Address of principal executive offices)                  (Zip Code)

Issuer's telephone number:     941-377-6710

Securities to be registered pursuant to Section 12(b) of the Act:     NONE

Securities to be registered pursuant to Section 12(g) of the Exchange Act:

                          COMMON STOCK, NO PAR VALUE
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                               (Title of class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes   X     No
           -----      -----

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year.  $9,161,416.

As of March 26, 1998, the aggregate market value of the Common Shares (based
on the average bid and asked price of $.375 per share in the over-the-counter
market) held by non-affiliates was approximately $700,973.

As of March 26, 1998, there were 6,543,700 Common Shares outstanding.

Transitional Small Business Disclosure Format. (Check One):  Yes        No  X
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                                  SIGNTURES
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    In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   SUNGROUP, INC.

DATED:     May 11, 1998           By: /s/ John W. Biddinger
                                      ----------------------------------------
           Sarasota, Florida          John W. Biddinger, President

    In accordance of the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

DATED:     May 11, 1998               /s/ John W. Biddinger
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                                      John W. Biddinger, Director and
                                      (Principal Executive Officer)

DATED:     May 11, 1998               /s/ James M. Elliott
                                      ----------------------------------------
                                      James M. Elliott, Director

DATED:     May 11, 1998               /s/ James A. Hoetger
                                      ----------------------------------------
                                      James A. Hoetger, Treasurer, Secretary
                                      and Vice President
                                      (Principal Accounting/Financial Officer)

DATED:     May 11, 1998               /s/ Dan E. Young
                                      ----------------------------------------
                                      Dan E. Young, Director


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                              INDEX OF EXHIBITS

Exhibit No.    Description of Exhibit                              Page No.
-----------    ----------------------                              --------

    27         Financial Data Schedule

    99         Financial Statements