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 OF 1934
Date of report (Date of earliest event reported): April 10, 2002
SUMMIT NATIONAL CONSOLIDATION GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-26111 76-0544385
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
3011 Isabella, Suite B
Houston, Texas 77004
(Address of principal executive offices, including zip code)
(713) 554-2244
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant
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On April 10, 2002, Summit National Consolidation Group, Inc., a Delaware
corporation (the "Company"), completed its acquisition of Interlabs, Inc. (II)
("Interlabs"), a Nevada corporation pursuant to a stock purchase agreement.
Interlabs was created and solely owned by Mario Quenneville to manufacture and
market organic, non-toxic revolutionary products using Biosolvant and other
secret formulas developed by Mr. Quenneville. In the acquisition, the Company
purchased 100% of the common stock of Interlabs from Mr. Quenneville who
received shares of common stock of the Company in exchange.
An aggregate of thirty-three million (33,000,000) shares of SEC Rule 144
restricted shares of the Company's common stock were issued to Mr. Quenneville
pursuant to the stock purchase agreement. The shares of the Company's common
stock were issued pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"). As a result, all of
the shares of the Company's common stock issued in connection with the purchase
are subject to restrictions on transfer under applicable provisions of the
securities laws and carry a legend reflecting such restrictions.
As a result of this transaction, Mr. Quenneville owns approximately
sixty-five percent (65%) of the voted securities of the Company.
Item 2. Acquisition or Disposition of Assets
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See Item 1 above.
Item 5. Other Events.
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(a) Change of Name. The Company recently changed its name to Summit
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National Consolidation Group, Inc. The new stock symbol on the Pink
Sheets is "SMNC". The Company filed an amendment to its Articles of
Incorporation to change its name pursuant to a vote by the Board and
the Shareholders. The Amendment was filed as of November 4, 2001. The
former name of the Company was Comtech Consolidation Group, Inc. The
former OTCBB symbol was "CCGI".
(b) Advances by Affiliate. In the past, the Company's Chief Executive
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Officer, Walter D. Davis, provided advances to the Company from time
to time as operating capital. As part of the stock purchase agreement,
the parties agreed to formalize the advances by causing the Company to
issue a promissory note payable to Mr. Davis in the amount of
$90,000.00 and secured by a security agreement covering all of the
assets of the Company.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
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The financial statements required by this Item are not included in
this initial report. They will be filed no later than sixty (60) days
from today, the date that this initial report must be filed.
(b) Proforma Financial Information
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See Item 7(a) above.
(c) Exhibits.
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None.
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.
SUMMIT NATIONAL CONSOLIDATION
GROUP, INC.
Date: April 25, 2002 By: /s/
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Walter D. Davis,
Chief Executive Officer