SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 11, 2003
Date of Report
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(Date of Earliest Event Reported)
CONSOLIDATED RESOURCES GROUP, INC.
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(Exact name of Registrant as Specified in its Charter)
975 S. CONGRESS AVENUE
SUITE 102
DELRAY BEACH, FLORIDA 33445
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(Address of Principal Executive Offices)
(561) 265-3600
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(Registrant's Telephone Number)
FLORIDA 0-21725 65-0886132
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
ITEM 5. OTHER EVENTS AND REGULATION D DISCLOSURE.
(a) On February 10, 2003 BTSL Technologies Limited ("BTSL"), an Irish
limited liability, entered into an Agreement ("Agreement") with Consolidated
Resources Group, Inc. ("CSRG") regarding the sale to BTSL of all of the
outstanding shares TecEnergy Enterprises Limited, an Irish limited liability
company and a wholly-owned subsidiary of CSRG, in exchange for 2,200,000
shares of CSRG common stock owned by BTSL. The transaction closed (the
"Closing"), and the 2,200,000 shares of CSRG common stock were delivered to
CSRG on February 11, 2003.
Also, at the Closing, CSRG received from BTSL 5,252,839 warrants
(collectively, the "BTSL Warrants"). Upon the Exercise Date (as defined
below), all of the BTSL Warrants shall, in the aggregate, without any further
action on the part of the CSRG, entitle CSRG to receive and automatically be
converted into (i) such number of ordinary shares of TecEnergy such that CSRG
will own ten percent (10%) of the total outstanding ordinary shares of
TecEnergy owned by BTSL, or (ii) in the event that TecEnergy consummates a
transaction prior to or on the Exercise Date pursuant to which the ordinary
shares of TecEnergy become wholly-owned by a Public Company (as defined
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below) (a "Public Company Transaction"), ten percent (10%) of the total
consideration received by BTSL solely in exchange for BTSL's ordinary shares
of TecEnergy in the Public Company Transaction. For the purposes of the
Agreement, a "Public Company" is an entity which has any class of capital
stock registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). For the purposes of the Agreement, the term
"Exercise Date" means the earlier of (A) the date which is 180 days following
the Closing Date, or (B) the date on which the Company consummates a Public
Company Transaction. During the 180-day period following the Closing Date,
BTSL agreed to use its best efforts, within commercially reasonable
standards, to assist CSRG in obtaining possession of 140,000 shares of CSRG's
Series 2001 Convertible Preferred Stock, issued by CSRG in connection with
the 2001 Asset Purchase Agreement.
Additionally, at the Closing, BTSL delivered into an escrow (maintained
by an "Escrow Agent") stock certificates representing 6,467,161 of the shares
of CSRG Common Stock issued (the "Escrowed CSRG Shares") by CSRG to BTSL in
connection with the 2001 Asset Purchase Agreement between CSRG and BTSL (the
"Escrowed CSRG Shares"). Following the Closing, CSRG agreed to pay to BTSL a
total of $245,000 in cash (the "Cash Payment") as follows: (i) $5,000, within
five days of the Closing Date; (ii) $40,000, within 15 days of the Closing
Date (the "Second Payment"); and (iii) $25,000 per week for each of the eight
weeks immediately following the week during which the Second Payment is made,
with each of such weekly payments due and payable on the same day of the week
that the Second Payment is made. Upon the payment by CSRG of the entire Cash
Payment the Escrow Agent shall deliver to CSRG 2,467,161 of the Escrowed CSRG
Shares.
As of the Closing Date, BTSL represented that there were outstanding
options to purchase 1,000,000 shares of CSRG Common Stock issued by BTSL (the
"BTSL Options"). In the event that, at any time during the period commencing
on the Closing Date and ending on December 31, 2004 (the "Options Exercise
Period"), any of such BTSL Options are exercised by the holders thereof, (i)
the number of Escrowed CSRG Shares corresponding to such exercise shall
immediately be released from escrow directly to BTSL, and (ii) BTSL shall
forward to CSRG upon receipt the following amounts: (A) $.50 per Escrowed
CSRG Share released to BTSL pursuant to this Agreement, with respect to the
first 500,000 Escrowed CSRG Shares released; and (B) $.75 per Escrowed CSRG
Share released to BTSL pursuant to this Agreement, with respect to the second
500,000 Escrowed CSRG Shares released. Notwithstanding the foregoing, in no
event shall the number of Escrowed CSRG Shares released to BTSL pursuant to
the exercise of the BTSL Options exceed 1,000,000 in the aggregate. CSRG
agreed that it will not, during the Options Exercise Period, consummate a
combination, reverse stock split or transaction having similar effect, that
will cause a greater than 4-to-1 reduction in the total shares of CSRG Common
Stock outstanding as of the Closing Date. Upon the earlier of (i) the
exercise of all of the BTSL Options and the delivery to BTSL of the
corresponding number of Escrowed CSRG Shares, or (ii) the expiration of the
Options Exercise Period, any Escrowed CSRG Shares thereafter remaining in
escrow shall immediately be released to CSRG.
However, in the event that CSRG does not make the entire Cash Payment
on the terms set forth above, then, (i) all of the Escrowed CSRG Shares shall
immediately be released from escrow directly to BTSL, and (ii) CSRG shall
have no right to receive from BTSL any amounts pursuant to the exercise of
the BTSL Options as set forth above.
(b) On February 11, 2003, Tim Coburn and Padraic Maloney resigned from
the Board of Directors of CSRG.
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The foregoing summary of the terms of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is filed as
Exhibit 2.6 hereto, and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
2.6 Agreement dated as of February 10,
2003 between BTSL Technologies Limited and
Consolidated Resources Group, Inc.
THE REGISTRANT UNDERTAKES TO FURNISH SUPPLEMENTALLY TO THE COMMISSION UPON
REQUEST A COPY OF ANY EXHIBIT OR SCHEDULE TO THE AGREEMENT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATED RESOURCES GROUP, INC.
BY: /s/ JOSEPH R. BERGMANN, PRESIDENT
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DATE: February 26, 2003
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