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):
November 8, 2005 (November 2, 2005)
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.)
255 West 36th Street, Suite 800
New York, New York 10018
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(Address of Principal Executive Offices) (Zip Code)
212-300-2112
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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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
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(a) The information required to be disclosed under this Item is hereby
incorporated by reference to the Company's Information Statement filed on
November 4, 2005 with the Securities and Exchange Commission, File number
1-9224, pursuant to Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 thereunder and mailed on that date to the Company's stockholders of
record.
Item 5.01 Changes in Control of Registrant.
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(a) The information required to be disclosed under this Item is hereby
incorporated by reference to the Company's Information Statement filed on
November 4, 2005 with the Securities and Exchange Commission, File number
1-9224, pursuant to Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 thereunder and mailed on that date to the Company's stockholders of
record.
(b) The information required to be disclosed under this Item is hereby
incorporated by reference to the Company's Information Statement filed on
November 4, 2005 with the Securities and Exchange Commission, File number
1-9224, pursuant to Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 thereunder and mailed on that date to the Company's stockholders of
record.
Item 8.01 Other Events.
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The Company issued a press release on November 3, 2004, relating, in part, to
the transactions referred to above under Items 3.02 and 5.01, which is attached
hereto as Exhibit 99.1.
Item 9.01 financial Statements and Exhibits.
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(d) Exhibits.
Exhibit 99.1 Press Release issued by the Company on November 3, 2004.
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: November 7, 2005 By: /S/George W. Benoit
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George W. Benoit,
Chairman and Chief Executive Officer