GRG INC
8-K, EX-20.IL, 2000-06-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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Global Resources Group, Inc.
"On the leading edge of what will repeat itself worldwide!"
111 Second Avenue NE
Suite 1600
St. Petersburg, FL 33701
(727) 550-2442
[email protected]/www.globalresourcesnetwork.com

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                                  PRESS RELEASE

For Immediate Release

For more information contact:
Mr. Scotty Miller
727.550.2442

             Global Resources Group, Inc. Discloses Intention to
             Merge With Pensat International Communications, Inc.

St. Petersburg  Florida,  - June 21, 2000 - Global Resources Group, Inc. (Global
Resources,  GRGI on OTC Pink Sheets) Chairman Howard Davidsmeyer today announced
that the Board of  Directors  has  approved a letter of intent  providing  for a
merger with Pensat International Communications, Inc. (Pensat). The transaction,
when  consummated,  will  merge  Pensat,  an  international,   facilities-based,
integrated  communications  provider  (ICP)  focused on the Hispanic  population
centers in the U.S., Latin America and Spain, with Global Resources Group, Inc.,
a licensed  international  provider of ATM services in the U.S. and Mexico.  The
closing of the transaction is subject to completion of due diligence,  execution
of a definitive agreement and approval by shareholders.

In announcing  the merger,  Davidsmeyer  said,  "the  complementary  network and
market positions of these two companies  provide  synergies which we expect will
significantly  enhance our presence in our common  target  markets."  Commenting
further on the merger,  Philip A. Verruto,  Pensat Chairman and CEO stated "this
merger combines highly  compatible ATM network assets and market positions which
address the  worldwide  Hispanic  populations  in important  ways. By leveraging
these synergies,  we expect to improve revenue and operating  margins as well as
reduce costs and capital expenditures.  The merger will also serve to accelerate
our penetration of the global  Hispanic  community  further  enhancing the early
mover position we enjoy in many of these newly deregulated markets."

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Pensat International  Communications,  Inc.  (www.pensat.com),  headquartered in
Washington,  D.C., is an international  integrated  communications provider with
licensed  operations  in the USA,  Spain,  Brazil and Syria and  provides a wide
array of  telecommunications  and network  services,  including CLEC operations,
long distance,  data,  Internet,  prepaid calling cards,  carrier  wholesale and
international  private  line.  Additionally,   Pensat  has  developed  a  Global
Consortium Network (GCN), comprised of strategic alliances and interconnect with
carriers in Venezuela,  Chile, Korea, The Netherlands  Antilles and Peru. Pensat
maintains  offices and  operations  in Omaha,  NYC and San  Francisco,  where it
operates a national  ATM  network.  Pensat  also has  international  offices and
network  operations in Madrid and Barcelona,  Spain;  Sao Paolo, Rio de Janeiro,
Belo Horizonte and Manaus, Brazil; Damascus, Aleppo and Lattakia, Syria,

Global Resources Group, Inc. (www.globalresourcesnetwork.com),  is headquartered
in St.  Petersburg,  FL.  GRGI is a licensed  international  provider of digital
communications  solutions  offering  seamless,  end-to-end,  international  high
speed, large volume applications for multimedia services.  Our ATM backbone, the
"Global  Resources  Network",  provides  state-of-the-art  bandwidth  on  demand
services for voice, data, video and Internet  applications.  GRGI has offices in
St.  Petersburg  and Mexico City.  The Company  maintains ATM network  switching
nodes in San Antonio, Los Angeles, Miami and New York.

For additional information contact: Scotty Miller @ (727) 550-2442



Except for factual  statements made herein,  the  information  contained in this
press  release  consists of  forward-looking  statements  that involve risks and
uncertainties.  The Company's actual results could differ  materially from those
contained in such  statements.  Factors that could cause or  contribute  to such
differences include unexpected shortages of critical components, rescheduling or
cancellation of customer orders, the timing and market acceptance of new product
introductions  by the Company and its competitors,  and general  competition and
price pressures in the marketplace.  Reference is also made to other factors set
forth in the Company's filings with the Securities and Exchange Commission.




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