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: July 2, 1997
CONCORDE STRATEGIES GROUP, INC,
(Exact name of registrant as specified in its charter)
Colorado 33-21546-D 84-1108035
(State or other Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212)
317-0060
Former Name or Former Address If Changed Since Last Report
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Item 2. Acquisition or Disposition of Assets
Pursuant to the Agreement and Plan of Reorganization entered
into with Concorde Management, Ltd. (formerly Concorde
Strategies Group, Ltd.) on September 23, 1996, and in
anticipation of receiving audited financial statements,
Registrant has completed the acquisition of Concorde
Management, Ltd. and its wholly owned subsidiary,
L'Abbigliamento, Ltd. The Agreement and Plan of Reorganization
was filed as an Exhibit to Form 8-K dated November 15, 1996
and is incorporated herein by reference. The acquisition was
completed through a tax-free exchange of securities by
Registrant's issuance of 1,800,000 shares of its common stock
in exchange for all of the issued and outstanding common
shares of Concorde Management, Ltd.
Item 5. Other Events
Registrant entered into a Letter of Intent with Meridian
Equities Company to act as the Placement Agent for a proposed
private placement offering of securities, pursuant to
Regulation D, Rule 504 promulgated under the Securities Act of
1933, as amended.
It is currently planned that the proposed Offering will
commence in early July, 1997 and will consist of up to 200,000
units (the "Units") at a purchase price of three dollars
($3.00) per Unit for an aggregate Offering price of $600,000.
The first 100,000 Units will be offered on a "best efforts all
or none" basis. Therefore, unless Units representing
aggregate subscriptions of 100,000 Units, or $300,000, are
sold by October 30, 1997, the Termination Date, which may be
extended at the sole option of the Placement Agent for one
additional period of 30 days, no Units will be sold and all
funds of Subscribers will be returned without interest or
deduction for expenses of this Offering. The balance of
100,000 additional Units will be offered on a "best efforts"
basis until the Termination Date (as may be extended) or until
all Units are sold, whichever occurs sooner.
Each Unit will consist of one (1) share of non dividend
bearing Series B Convertible Preferred Stock, no par value per
share and one (1) warrant. Each share of Preferred Stock is
convertible into two (2) shares of the Company's common stock,
no par value per share after one (1) year from the date of
issuance thereof and for a period of four (4) years
thereafter. Each Warrant entitles the holder to purchase one
(1) share of Common Stock at a price of $2.00 after six (6)
months from the date of issuance thereof and for a period of
two and one-half (2 1/2) years thereafter. The Warrants are
redeemable by the Company at a price of $.05 per Warrant
commencing thirteen (13) months after the date of their
issuance and prior to their expiration, provided that (I)
prior notice of not less than 30 days is given to the holders
of the Warrants and (ii) the closing sale price of the Common
Stock as reported on the NASD Electronic Bulletin Board or
NASDAQ, as the case may be, for 20 consecutive trading days
ending on the tenth day prior to the date on which the Company
gives notice of redemption, has been at least $3.20, 160% of
the exercise price of the Warrants. The minimum Offering
shall be one hundred thousand (100,000) Units ($300,000) and
the maximum Offering shall be two hundred thousand (200,000)
Units ($600,000). The Offering period for the sale of the
Units will continue up to and including October 30, 1997,
which may be extended at the sole option of the Placement
Agent for one (1) additional period of thirty (30) days. The
minimum purchase shall be 500 Units ($1,500).
Item 7. Financial Statements and Pro Forma Financial Statements
(a) and (b) Financial statements of the acquired company,
Concorde Management, Ltd., and its wholly owned subsidiary,
L'Abbigliamento, Ltd. and pro-forma financial information will
be filed by amendment to this Form 8-K Report before August
31, 1997 (the expiration of 60 days from the date that this
Form 8-K Report was filed).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: July 2, 1997 CONCORDE STRATEGIES GROUP, INC.
By: /s/ Robert Gordon
Robert Gordon, President
