SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
June 10, 2004
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CNE Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9224 56-2346563
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
200 West 57th Street, Suite 507
New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
212-977-2200
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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Item 5. Other Information
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Effective June 10, 2004, the two holders of the Company's 8% Subordinated
Promissory Notes Payable (the "Notes"), in the aggregate principal amount of
$1,000,000, converted their Notes into 1,000,000 shares of the Company's Series
AA 8% Cumulative Preferred Stock, par value $0.00001 per share (the "Series AA
Preferred Stock"). The aggregate liquidating value of the Series AA Preferred
Stock acquired by the converting Noteholders, one of whom is an officer and the
other an employee of a subsidiary of the Company, is $1,000,000.
Including the aforementioned conversion, the Company currently has issued and
outstanding an aggregate of 2,000,000 shares of Series AA Preferred Stock, which
has a liquidating preference of $2,000,000 over all other equity of the Company.
The conversion of the 8% Promissory Notes increased the Company's Stockholders'
Equity by $1,000,000 - specifically, Preferred Stock, Series AA, par value
$0.00001, increased by $10.00 and Paid-in-surplus increased by $999,990.
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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 thereunto duly authorized.
CNE GROUP, INC.
Date: June 14, 2004 By: /S/Anthony S. Conigliaro
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Anthony S. Conigliaro,
Chief Financial Officer
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