Information Statement - All Other (definitive) (def 14c)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

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SOUTHERN TRUST SECURITIES HOLDING CORP.

(Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (305) 446-4800

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Southern Trust Securities Holding Corp.

145 Almeria Ave.

Coral Gables, Florida 33134

INFORMATION STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER.

Dear Shareholders:

This notice and information statement (the “Information Statement”) is available on about April 30, 2013 to the shareholders of record as of April 23, 2013, of Southern Trust Securities Holding Corp., a Florida corporation (the “Corporation”) pursuant to: Section 14(c) of the Exchange Act of 1934, as amended. This Information Statement is circulated to advise the shareholders of action already approved and taken without a meeting by written consent of the shareholders who collectively hold a majority of the voting power of our capital stock and shall serve as our Annual Meeting. Pursuant to Rule 14a-16 under the Securities Exchange Act of 1934, as amended, the proposal will not be effective earlier than at least 40 days after the date notice regarding the Internet availability of this Information Statement is available to shareholders.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The action to be effective no earlier than 40 days after the mailing of notice regarding the Internet availability of this Information Statement is the election of incumbent directors: Robert Escobio, Kevin Fitzgerald, Susan Escobio and Ramon Amilibia for a successive annual term commencing June 10, 2013.

Attached hereto for your review is an Information Statement relating to the above-described action. Please read this notice carefully. It contains information applicable to the action described above. Additional information about the Corporation is contained in its periodic reports filed with the United States Securities and Exchange Commission (the “Commission”). These reports, their accompanying exhibits and other documents filed with the Commission may be inspected without charge at the Public Reference Section of the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or obtained from the Commission’s EDGAR archives at http://www.sec.gov .

THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTER DESCRIBED HEREIN.

For the Board of Directors of

Southern Trust Securities Holding Corp.

/s/ Robert Escobio

Chairman and Chief Executive Officer

April 30, 2013

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

INFORMATION STATEMENT

Southern Trust Securities Holding Corp.

145 Almeria Ave.

Coral Gables, Florida 33134

This information statement relates to the written consent procedure in lieu of an annual meeting being undertaken by the controlling shareholders of Southern Trust Securities Holding Corp., a Florida corporation (referred to herein as “We,” “Us,” “Our,” the “Corporation” and “STSHC”), in order to elect the directors of the Corporation for a term of one year and until the election of his or her successor or until their earlier resignation, removal or demise.

Section 607.0704 of the Florida Business Corporation Act and Article I, Section 9 of Amended and Restated Bylaws of the Corporation authorize the taking of any action required by to be taken at any annual meeting of shareholders without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

In February 2013, the Board of Directors set a record date of April 23, 2013 (the “Record Date”), for holders of record of common stock of the Corporation (the “Common Stock”) eligible to vote in the election of directors of the Corporation through the above-described consent procedure. On the Record Date, the Corporation’s Chairman and Chief Executive Officer, Robert Escobio, in his own capacity, as the trustee of the Frieri-Gallo Irrevocable Trust and jointly with his spouse, Susan Escobio, held voting control over 8,573,509 shares of Common Stock, or 44.71% of its issued and outstanding Common Stock. Susan Escobio, who is also a director and the Chief Compliance Officer of the Corporation, held voting control over 1,642,000 shares of the Common Stock in her own name, or 8.56% of the Corporation’s issued and outstanding Common Stock. Robert and Susan Escobio each executed a written consent to vote for the nominees for director proposed by the Directors of the Corporation. Together they control more than a majority of the Corporation’s issued and outstanding Common Stock, thus, their vote is sufficient to authorize the election of the proposed nominees for directors of the Corporation.

The Corporation’s issued and outstanding Series C 8% Convertible Preferred Stock has no voting rights.

Election of Directors. The Corporation’s Board of Directors currently consists of four members. The Corporation’s Amended and Restated Bylaws provide that directors are to be elected at each annual meeting of shareholders to serve until his or her successor is duly elected or his or her earlier resignation removal or demise.

The Board of Directors has nominated the incumbent directors to serve for an additional term until their successors are elected and qualified.

The Board of Directors recommends a vote “FOR” the election of all nominees.

Consent of the majority shareholders, Robert and Susan Escobio is sufficient to re-elect the incumbents. Their consent will be effective the later of June 10, 2013 or 40 days following the mailing of the Notice of Internet Availability of this Information Statement and our Annual Report on Form 10-K.

All references to “STS” in this information statement refer to our wholly-owned broker-dealer subsidiary, Southern Trust Securities, Inc. and all references to STSAM refer to our wholly-owned investment adviser subsidiary, Southern Trust Securities Asset Management, Inc. (“STSAM”).

Information regarding the nominees is provided below. The age indicated in each biography is as of March 31, 2013.

NOMINEES FOR ELECTION OF DIRECTORS

Name	Age	Positions and Offices	Term

Robert Escobio	58	Chairman of the Board, Director and Chief Executive Officer of STSHC, STS and STSAM	Since 2005 (1)
Kevin Fitzgerald	56	Director and President of STSHC, STS and STSAM	Since 2007
Susan Escobio	56	Director of STSHC, STS and STSAM	Since 2005 (1)
Ramon Amilibia	50	Director of STSHC	Since 2007

(1) The Corporation, then named “Atlantis Ideas Corp.” acquired the former Southern Trust Securities Holding Corp. (the “Target”), from which we derive our primary operations, in March 2006. Robert and Susan Escobio were the founders of the Target and incorporated it in January 2000 and served as the primary shareholders, directors and officers of the Target prior to its merger with and into us, at which time we changed our name to “Southern Trust Securities Holding Corp.”

Robert Escobio . Mr. Escobio is our Chairman of the Board and Chief Executive Officer. He is also the Chief Executive Officer and a director of STS. Mr. Escobio has more than 30 years of experience with broker-dealer organizations, including Dean Witter, Paine Webber, Smith Barney and Prudential Securities. Mr. Escobio is STS’s head trader and is responsible for all of our operations as well as maintaining our relationships with key individual and institutional clients. Mr. Escobio, and his spouse, Susan Escobio, formed our predecessor in January 2000 and served as its principal officers and directors until it merged with and into us. He also formed STS in 1999, and he and Mrs. Escobio have been its principal officers and directors since inception. In 2004, our predecessor corporation became the holding company of STS through a share exchange. In May 2005, Mr. Escobio and his spouse purchased a controlling interest in us, at which time we were a shell corporation, and became our principal officers and directors. In March 2006, the Escobios, as the controlling shareholders, directors and officers of both our predecessor and us, merged our predecessor with and into us changing our name to “Southern Trust Securities Holding Corp”. Mr. Escobio also serves as President and a director of AR Growth Finance Corp. in which we are part of an investor group. Mr. Escobio has an M.B.A from the University of Miami and a B.S. from the University of Florida in finance.

Kevin Fitzgerald . Mr. Fitzgerald is our President and a director and also the President and a director of STS. Mr. Fitzgerald has more than 20 years of corporate banking experience, including working with Deloitte Touche and Houlihan Lokey Howard and Zukin as an investment banker. In addition, Mr. Fitzgerald has been Chief Executive Officer of three different public companies, each of which has raised significant capital under Mr. Fitzgerald’s leadership, including Ener1, Inc. from 2003 to 2006; Globaltron Corporation from 2000 to 2001 and Neff Corporation from 1995 to 2000. Mr. Fitzgerald was also the Chief Executive Officer and a Chairman of the Board of Edison Advisors, LLC, an investment bank, in 2001 and 2002. Mr. Fitzgerald is responsible for all of our operations and is specifically in charge of STS’s investment banking group. He is also the Chief Executive Officer and a director of AR Growth Finance Corp., in which we are part of a controlling investor group. Mr. Fitzgerald has a M.B.A. from Fordham University and a B.S. in electrical engineering from Carnegie-Mellon University.

Susan Escobio . Mrs. Escobio is our Treasurer and Compliance Officer and a director. She is also the Treasurer and a director of STSHC. She has been one of our officers and directors and an officer and director of STSHC and STS for the same time periods disclosed above in the paragraph regarding Mr. Escobio. Mrs. Escobio has more than 30 years of experience with broker-dealer operations. Past experience includes working with Dean Witter, Credit Lyonnais, Smith Barney and Cardinal Capital Management. Susan Escobio is the spouse of Robert Escobio. Mrs. Escobio holds a B.A. in Marketing from Florida International University.

Ramon Amilibia . Mr. Amilibia is one of our directors and an employee of STS as of January 1, 2009. Mr. Amilibia has been, since 2002, a member of the Board of Directors of International Private Wealth Management, S.A., a financial group based in Geneva, Switzerland. We and this company are equal co-owners in IPWM Spain, S.A., an entity established to provide wealth management and private banking in Spain. Mr. Amilibia is also managing director of IPWM, LLC since 2003. He has more than 15 years of experience in various capacities in International Private Banking, having served as member of the board of BBVA- Banco Continental in Peru, and in other capacities for Banco Bilbao Vizcaya Argentaria (BBVA) in Miami and Mexico. Mr. Amilibia received an M.B.A. from the American Graduate School of International Management, Thunderbird, and a degree in law and business administration from the Universidad de Deusto in Spain.

DIRECTOR INDEPENDENCE

Our Board of Directors is comprised of four directors. We are not required to have a majority of our directors be independent because our shares are not listed or quoted on any exchange or medium that has director independence requirements. However, in applying the standards applicable to companies whose shares of common stock are listed with The Nasdaq Stock Market, we would meet the definition of a “Controlled Company” as more than 50% of our voting power is held by Robert Escobio, our Chief Executive Officer, and his spouse Susan Escobio, who is also one of our directors. All of our directors are currently our officers or employees and thus none of them are independent.

BOARD MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Meetings. The Board of Directors of the Corporation held 5 meetings during the fiscal year ended December 31, 2012. As our Board is small, many actions are discussed informally and then acted upon through the execution of a written consent of directors in lieu of a meeting. None of ours directors attended fewer than 75% of the aggregate meetings of the Corporation held in fiscal year 2012.

As Robert and Susan Escobio have consistently been majority shareholders of the Corporation and its predecessor-in-interest, they have relied on written consent procedures for the election of directors in lieu of convening a meeting of shareholders.

Committees . The Board of Directors of the Corporation has not established committees of our Board of Directors and the full Board fulfills the roles of an audit committee, a compensation committee and a nominating committee. The Board considers it appropriate not to have standing nominating, compensation or audit committees, as the Board size is still small, with only four directors, three of whom are executive officers of the Corporation and its wholly-owned subsidiaries and due to the fact that the Escobios are also the controlling shareholders of the Corporation. Due to these factors, it is not practical or reasonable to have committees of the Board, or committees of the Board comprised of independent directors at this time.

Audit Committee. For the fiscal year ended December 31, 2012 and as of the date of this Information Statement, the full Board of Directors of the Corporation acts as it audit committee. The charter of the audit committee is available on our website at www.stshc.com, under “corporate governance”.

AUDIT COMMITTEE REPORT

The Corporation’s management is responsible for the Corporation’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Corporation’s consolidated financial statements and issuing an opinion on those consolidated financial statements under the Standards of the Public Company Accounting Oversight Board (“PCAOB”). The full Board of Directors, as the Audit Committee, oversees the Corporation’s internal control over financial reporting.

In this context, the Audit Committee has reviewed and discussed the audited consolidated financial statements of the Corporation with management and has discussed with Morrison Brown Argiz & Farra, LLC ("MBAF"), the Corporation’s independent registered public accountants, the matters required to be discussed under Statements on Auditing Standards No. 61 (“SAS 61”).

In its oversight role, the Audit Committee relies on the work and assurances of the Corporation’s management, which has the primary responsibility for financial statements and reports, and of the independent auditors who, in their report, express an opinion on the conformity of the Corporation’s financial statements to U.S. generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent auditors do not assure that the Corporation’s financial statements are presented in accordance with U.S. generally accepted accounting principles, that the audit of the Corporation’s consolidated financial statements has been carried out in accordance with the standards of PCAOB or that the Corporation’s independent auditors are in fact “independent.” Based on the Audit Committee’s review of the consolidated financial statements, its discussion with MBAF regarding SAS 61, the Audit Committee has recommended that the audited financial statements of the Corporation be included in its Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the Securities and Exchange Commission.

Board of Directors of Southern Trust Securities Holding Corp., as Audit Committee

Robert Escobio

Kevin Fitzgerald

Susan Escobio

Ramon Amilibia

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the first quarter of 2007, we entered into an agreement to work in concert with Inversora Castellanos, S.A., an Argentine company, and Administración de Carteras S.A., an Argentine company. As a group, we purchased a controlling interest in AR Growth Finance Corp. (“AR Growth.”) Subsequently, on February 25, 2008, AR Growth acquired 95% of ProBenefit, S.A., an Argentine company, and issued shares in AR Growth to another Argentine corporation, formed to aggregate securities of ProBenefit that AR Growth acquired, which company thereafter held a majority of AR Growth’s issued and outstanding shares of common stock. Robert Escobio, our Chairman, Chief Executive Officer and director is the President and a director of AR Growth. Kevin Fitzgerald, our President and a director is the Chief Executive Officer and a director of AR Growth. Southern Trust Securities, Inc. acted as financial advisor to AR Growth. STSHC purchased 250,000 shares of AR Growth’s Series A convertible preferred stock, the proceeds of which were used to fund the acquisition of ProBenefit.

During October 2008, the Argentinean government proposed a law to nationalize approximately $26 billion in private pensions. In December 2008, the government’s proposed law was passed and the government took control of the country’s pension assets. While ProBenefit still has the insurance, annuity and consumer credit card businesses, the takeover of the pension business had a detrimental effect on ProBenefit’s operations and earnings. We have determined that the business of ProBenefit, AR Growth’s primary operating entity, has been adversely affected by recent law changes in Argentina.

Accordingly, we decided to restructure our prior transactions concerning ARGW. In August 2009, we exchanged our $2.5 million Preferred Stock investment in ARGW for a 22% common stock interest in Nexo Emprendimientos S.A. ("Nexo"). Nexo is a fast growing consumer credit card company based in Sunchales, Argentina. We, ARGW and ProBenefit will be the major shareholders of Nexo. As part of the terms of the restructuring, ProBenefit has given us a put option on the shares of Nexo which STS will own. We have the ability to have ProBenefit pay back STS’s $2.5 million investment in the stock of Nexo with interest of 8% starting over a two and a half year period beginning in September of 2012.

During 2010 Nexo completed a debt for equity swap whereby $3 million of Nexo debt was exchanged for newly issued shares of Nexo. This resulted in STS's 22% interest in Nexo beng reduced to a 17.3% interest.

In May of 2011 STS agreed to purchase additional shares of Nexo from the then majority shareholder of Nexo, Rentier Fideicomiso Financiero ("Rentier"). STS agreed to purchase 12.2% of Nexo for $1,428,917. This purchase price paid to Rentier by STS was comprised of a cash payment of $1,000,000 and the issuance of 1,864,857 new shares of STS. As a result of the above purchase, as of December 31, 2011, STS owned 29.5% of Nexo.

On May 10, 2012, the Company exercised a put option to sell 2,184,250 of its 9,621,582 shares of Nexo to ProBenefit, S.A., thereby reducing STS’s ownership to 19.42%. On May 10, 2012, STS began recording its investment in Nexo under the cost method of accounting. On September 28, 2012, Nexo converted debt to equity, thereby reducing STS’s interest from 19.42% to 14.90%.

In 2007, the Company and two of its officers, Robert Escobio and Kevin Fitzgerald, as well as an STS employee each received 762,460 shares in Air Temp North America, Inc. (“Air Temp”) a Florida corporation engaged in the manufacturing and sale of air conditioning products and components in the automobile industry. The total number of shares received by these individuals and the Company as compensation for investment banking services were 3,612,301. STSHC held 1,324,920 of these shares but did not record them at any value due to a lack of liquidity of the shares. On December 31, 2012, each of the above holders of the stock as well as a fourth unrelated shareholder, which held 1,270,767 shares, sold the shares back to the parent company at a price of $0.2191 per share for total proceeds of $1,070,000. After deducting legal fees on the transaction the net proceeds were $1,056,068 of which the Company received $297,372, which is recorded as a realized gain in trading income for the year ended December 31, 2012. Mr. Escobio, Mr. Fitzgerald, and the estate of the former employee each received net proceeds of $171,148. The unrelated shareholder received $245,252. At December 31, 2012, the amount due from redemption of this investment was $1,070,000 and the amount due to investors from redemption of this investment was $758,696.

CODE OF ETHICS

The Corporation has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code is posted on the Corporation’s website at www.stshc.com under “Profile—Corporate Governance.”

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below contains information as of April 23, 2013, about shareholders whom are the beneficial owners of more than five percent (5%) of our outstanding common stock, as well as information regarding stock ownership by our directors and executive officers and our directors and executive officers as a group. Except as described below, we know of no person that beneficially owns more than 5% of our outstanding common stock. As of April 23, 2013, 19,177,826 shares of our common stock were outstanding. Except as otherwise noted below, each person or entity named in the following table has the sole voting and investment power with respect to all shares of our common stock that he, she or it beneficially owns, or has the right to acquire within 60 days from warrants or upon conversion privileges. The address of each person or entity named in the following table is c/o Southern Trust Securities, 145 Almeria Ave., Coral Gables, Florida 33134.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class *
Robert Escobio		8,573,509	(1)		44.71	%
Kevin Fitzgerald		922,389			4.82	%
Susan Escobio		1,642,000	(2)		8.56	%
Ramon Amilibia		500,000			2.61	%
Officers and Directors as a group		11,637,898	(3)		60.68	%
Rentier Fideicomiso Financiero		1,987,306			10.36	%

* Assumes no conversion of our Series C preferred stock and does not include any options.

(1) Mr. Escobio has sole voting and investment power over 5,750,500 shares of our common stock registered in his own name. He shares voting and investment power with his spouse, Susan Escobio, with respect to 198,448 shares of our common stock. Mr. Escobio, as Trustee, also has sole voting and investment power over the 2,624,561 shares of our common stock held by the Robert J. Escobio and Salvador Frieri-Gallo Irrevocable Trust. The Trust terminates on December 31, 2015.

(2) Mrs. Escobio has sole voting and investment power over 1,642,000 shares of our common stock and shares voting and investment power with her spouse, Robert Escobio, with respect to 198,448 of our shares of common stock, which shares are included solely in Mr. Escobio’s shares for purposes of this table, and options immediately exercisable for 275,000 shares of stock.

(3) This total is subject to the disclosure in the footnotes (1)-(4) to the table above with respect to each of our executive officers and directors.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth information regarding the compensation paid during the fiscal years ended December 31, 2012 and 2011 to the individual serving during that time as our Chief Executive Officer and to two additional executive officers.

Name and principal position	Year	Salary		Bonus	Stock Award (1)	Option Awards (2)		All other comp. (3)		Total
Robert Escobio	2012	$	75,000				--	$	517,684	$	592,684
CEO
	2011	$	75,000			$	--	$	413,619	$	488,619

(1) For awards of stock, we computed the aggregate grant date fair value in accordance with FASB ASC Topic 718, see the “Stock Based Compensation” paragraph in footnote 2 to the consolidated audited financial statements included in our Form 10-K for the year ended December 31, 2012.

(2) For awards of options, we computed the aggregate grant date fair value in accordance with FASB ASC Topic 718, see the “Stock Based Compensation” paragraph in footnote 2 to the consolidated audited financial statements included in our Form 10-K for the year ended December 31, 2012.

(3) This includes compensation earned through commissions and fees paid by STS, STM and STSAM.

Outstanding Option Awards at 12/31/12

Name of Executive Officer	Number of securities underlying unexercised options Exercisable		Number of securities underlying unexercised options unexercisable		Option exercise price		Option expiration date	Equity incentive plan awards: Number of securities underlying unexercised unearned options

Robert		753,750		2,596,250	$	.25	October 1, 2020	NA
Escobio		75,000		225,000	$	.35	April 1, 2022	NA

Employment Agreements

Robert Escobio has an employment agreement with us effective as of January 4, 2007, as amended on July 4, 2007, pursuant to which he agrees to serve as our Chief Executive Officer and a member of our Board of Directors. The agreement is for an initial two year term and automatically renews for a further year unless either party provides notice of non-renewal 30 days prior to the anniversary date of the agreement or the agreement is earlier terminated in accordance with its terms. The agreement provides that Mr. Escobio’s base annual salary is $175,000, or such greater amount as we may determine from time to time (the “Base Salary”). As a bonus, in his initial agreement, Mr. Escobio was also granted 4,500,000 shares of our common stock concurrently with the execution of the agreement, which shares were to vest monthly in equal percentages over a period of 3 years commencing in January 2007. In the Amendment dated July 4, 2007, the vesting schedule was extended to 5 years with an initial 2 year forfeiture period. We entered into a Stock Waiver Agreement with Mr. Escobio on November 18, 2009, pursuant to the terms of which Mr. Escobio has the right to waive his right to accept unvested shares as they would otherwise vest from December 2009-August 2010, by forfeiting all right to such shares. On October 1, 2010, Mr. Escobio waived all right title and interest to any unvested shares he was entitled to from August 2010 forward. Concurrently, the Board granted Mr. Escobio 3,350,000 options for shares of common stock with a strike price of $.25 per share, which options are exercisable on an equal annual basis over a ten-year period beginning in October 2011. On April 1, 2012, the Board granted Mr. Escobio 300,000 options for shares of common stock with a strike price of $.35 per share, which options are exercisable on an equal annual basis over a three-year period beginning in April 2013.

In order to also provide Mr. Escobio with performance-based compensation, we have agreed to pay him, in addition to the Base Salary, an amount equal to 5% of our consolidated earnings before income taxes depreciation and amortization at the end of each fiscal quarter and performance bonuses as determined from time to time by the Board of Directors based on revenues generated in investment banking transactions. Mr. Escobio is also eligible to earn 50% of all commissions generated from clients he originates, who open accounts with STS or STSAM and which accounts are managed solely by Mr. Escobio. Finally, Mr. Escobio is entitled to: (i) no less than 6 weeks of paid vacation annually; (ii) participate in and receive all benefits under our medical, life, and 401(k) plans; (iii) be reimbursed for all reasonable, ordinary and necessary business expenses; and (iv) be provided with directors’ and officers’ liability insurance.

Mr. Escobio’s employment agreement contains a change of control provision, which provides that if control of our operations passes to a third party and Mr. Escobio is either terminated other than for cause within the following 180 days, or he elects to provide written notice within 180 days because neither we nor the new third party offers Mr. Escobio a comparable position, then Mr. Escobio shall be entitled to receive: (i) severance in the amount of $5,000,000 and the value of his shares of our stock based on their then fair market value, but for no less than $.50 per share; (ii) continuance of his medical, life, and 401(k) plan for a period of 6 months and (iii) accelerating vesting of any unvested shares or options for our shares. Mr. Escobio is also entitled to a payment of $2,000,000 dollars if he is terminated for any reason, or due to his death or disability in addition to being paid the value of his shares of our stock based on their then fair market value, but for no less than $.50 per share.

We also have agreed to indemnify Mr. Escobio from and against all loss, costs and damages arising out of, or connected to, his employment as our employee, director and officer or for serving in such capacity for our subsidiaries, to the fullest extent permissible by law.

Kevin Fitzgerald has an employment agreement with us effective as of January 4, 2007, pursuant to which he agrees to serve as our President and a member of our Board of Directors. The agreement is for an initial 3 year term and automatically renews for a further year unless either party provides notice of non-renewal 30 days prior to the anniversary date of the agreement or the agreement is earlier terminated in accordance with its terms. The agreement provides that Mr. Fitzgerald’s base annual salary is $150,000, or such greater amount as we may determine from time to time (the “Base Salary”). As a bonus, Mr. Fitzgerald is also granted 922,389 shares of our common stock, which shall vest monthly in equal percentages over a period of 18 months commencing in January 2007. In order to also provide Mr. Fitzgerald with performance-based compensation, we have agreed to pay him, in addition to the Base Salary, an amount equal to 5% of our consolidated earnings before income taxes depreciation and amortization at the end of each fiscal quarter and performance bonuses as determined from time to time by our Chief Executive Officer. Mr. Fitzgerald is also eligible to earn 50% of all commissions generated from clients he originates, who open accounts with STS or STSAM and which accounts are managed solely by Mr. Fitzgerald. Finally, Mr. Fitzgerald is entitled to: (i) no less than 2 weeks of paid vacation in the first year of employment under the agreement and not less than 3 weeks of paid vacation in subsequent years; (ii) participate in and receive all benefits under our medical, life, and 401(k) plans; (iii) be reimbursed for all reasonable, ordinary and necessary business expenses; and (iv) be provided with directors’ and officers’ liability insurance. Mr. Fitzgerald’s employment agreement also contains a non-solicitation clause effective for 18 months following his termination of employment for any reason.

Mr. Fitzgerald’s employment agreement contains a change of control provision, which provides that if control of our operations passes to a third party and Mr. Fitzgerald is either terminated other than for cause within the following 180 days or he elects to provide written notice within 180 days because neither we nor the new third party offers Mr. Fitzgerald a comparable position, then Mr. Fitzgerald shall be entitled to receive: (i) severance in the amount of $1,000,000; (ii) continuance of his medical, life, and 401(k) plan for a period of 6 months and (iii) accelerating vesting of any unvested shares or options for our shares.

We also have agreed to indemnify Mr. Fitzgerald from and against all loss, costs and damages arising out of, or connected to, his employment as our employee, director and officer or for serving in such capacity for our subsidiaries, to the fullest extent permissible by law.

Each of Mr. Escobio and Mr. Fitzgerald verbally agreed to a reduction in salary commencing in July 2009. To the extent that we are better able to pay the originally agreed to compensation at a later date, these executive officers would have the right to request payment per the terms of their Employment Agreements.

Director Compensation

Our directors have not yet received compensation for their services.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Corporation is not aware of any person who at any time during the fiscal year ended December 31, 2012, was a director, officer, beneficial owner of more than ten percent of any class of equity securities of the Corporation that failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, during the most recent fiscal year. The Company’s Controller will be filing Form 3 during this fiscal year.

DIRECTOR NOMINATIONS

Our Bylaws address shareholder nominations of director nominees. Nominations of individuals for election to the Board at an annual meeting of shareholders may be made by any shareholder of record of the Corporation entitled to vote for the election of directors at such meeting who provides timely notice in writing to the Corporation. To be timely, a shareholder’s notice must be delivered to or received by the Corporation not later than the following dates: (i) with respect to an election of directors to be held at an annual meeting of shareholders, 90 days in advance of the anniversary of the previous year’s annual meeting if the current year’s meeting is to be held within 30 days prior to, on the anniversary date of, or after the anniversary of the previous year’s annual meeting; and (ii) with respect to an election to be held at an annual meeting of shareholders held at a time other than within the time periods set forth in the immediately preceding clause (i), or at a special meeting of shareholders for the election of directors, the close of business on the 10th day following the date on which notice of such meeting is first given to shareholders. Notice shall be deemed to first be given to shareholders when disclosure of such date of the meeting of shareholders is first made in a press release reported a national news service, or in a document publicly filed by the corporation with the United States Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) such person’s written consent to serve as a director, if elected, and (iv) all such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (whether or not the corporation is then subject to such rules); and (b) as to the shareholder giving the notice (i) the name, business address and residence address of such shareholder, (ii) the class and number of shares of the corporation which are owned of record by such shareholder and the dates upon which he or she acquired such shares, (iii) a description of all arrangements or understandings between the shareholder and nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder; (iv) the identification of any person employed, retained or to be compensated by the shareholder submitting the nomination or by the person nominated, or any person acting on his or her behalf to make solicitations or recommendations to shareholders for the purpose of assisting in the election of such director, and a brief description of the terms of such employment, retainer or arrangement for compensation; (v) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination; and (vi) a representation whether the shareholder intends or is part of a group which intends to (1) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to elect the nominee and/or (2) otherwise solicit proxies from shareholders in support of such nomination. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee together with the required written consent. The Corporation may also require any proposed nominee to furnish such other information as it may reasonably require determining the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be elected as a director of the corporation unless nominated in accordance with these procedures. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not properly brought before the meeting in accordance with the provisions hereof, and, if he should so determine, shall declare to the meeting that such nomination was not properly brought before the meeting and shall not be considered.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for appointing and reviewing the work of the independent registered public accounting firm and setting the independent registered public accounting firm’s compensation. The Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. This approval process ensures that the independent registered public accounting firm does not provide any non-audit services to the Corporation that are prohibited by law or regulation. During the year ended December 31, 2012, all services were approved in advance by the Audit Committee.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Effective December 19, 2011, Southern Trust Securities Holding Corp. (the “Company”) dismissed Rothstein Kass (“Rothstein”) as the Company’s independent registered public accounting firm. The Board of Directors engaged Morrison Brown Argiz & Farra, LLC. ("MBAF") to be its independent registered public accounting firm to audit fiscal year ending December 31, 2011 and 2012. They are currently the Company’s public accounting firm.

During the Company’s prior fiscal year, the Company utilized the services of the independent registered public accounting firm of Rothstein Kass. The report issued for the year ended December 31, 2010 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. For more information, please refer to form 8-K filed on December 22, 2011 posted on the firm’s website: www.stshc.com

FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The aggregate fees incurred to Rothstein Kass and MBAF for the years ended December 31, 2012 and 2011 were approximately as follows:

	2012		2011
Audit Fees, Rothstein Kass	$	11,000		63,000	(a)


Audit Fees, MBAF		154,000		98,000

Total Audit Fees		165,000		161,000
Audit-Related Fees		-		-
Tax Fees		-		-

All Other Fees		-		-

(a) The fees incurred in 2011 include Rothstein Kass’s interim review of the financial statements included in the Corporation’s Quarterly Reports on Form 10-Q. In 2011, Rothstein Kass completed interim reviews for March 31, June 30, and September 30, 2011. The December 31, 2011 audit was conducted by MBAF.

SHAREHOLDER COMMUNICATIONS

The Corporation has a website at www.stshc.com. Included on the website is a contact address, info@stshc.com. If a shareholder desires to communicate with the Board they can send an email addressed to the Board as a whole, any individual director or any officer of the Corporation to such individual using this email address. A letter can also be sent to the Corporation addressed to any of these parties at the Corporation’s executive officers at 145 Almeria Ave., Coral Gables, Florida 33134. The directors and officers of the Corporation make every reasonable effort to be responsive to the questions and concerns of their shareholders and clients, subject to any advice regarding such responses from the Corporation’s outside securities counsel.

DISSENTER’S RIGHTS OF APPRAISAL

The Florida Business Corporation Act does not provide for dissenter’s rights of appraisal in connection with the election of directors.

MISCELLANEOUS

The cost of mailing the Notice of Internet Availability of Information Statement and Annual Report on Form 10-K will be borne by the Corporation.

A copy of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 and this Information Statement, as filed with the Securities and Exchange Commission, will be furnished promptly without charge to shareholders as of the Record Date upon written request to Susan Escobio, Chief Compliance Officer, Southern Trust Securities Holding Corp., 145 Almeria Ave., Coral Gables, Florida 33134. Phone (305) 446-4800.