Schedule 13G

0001193125-05-042813.txt : 20120628 0001193125-05-042813.hdr.sgml : 20120628 20050304170108 ACCESSION NUMBER: 0001193125-05-042813 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050304 DATE AS OF CHANGE: 20050304 GROUP MEMBERS: GRYPHON SPECIAL SITUATIONS FUND, LP GROUP MEMBERS: GSSF MANAGEMENT PARTNERS, LP GROUP MEMBERS: GSSF, LLC GROUP MEMBERS: TOM C. DAVIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED ENERGY INC CENTRAL INDEX KEY: 0001061985 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 860852222 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62279 FILM NUMBER: 05661900 BUSINESS ADDRESS: STREET 1: 9900 WEST SAMPLE ROAD STREET 2: SUITE 300 CITY: CORAL SPRINGS STATE: FL ZIP: 33065 BUSINESS PHONE: 954-755-6620 MAIL ADDRESS: STREET 1: 9900 WEST SAMPLE ROAD STREET 2: SUITE 300 CITY: CORAL SPRINGS STATE: FL ZIP: 33065 FORMER COMPANY: FORMER CONFORMED NAME: BARBEQUE CAPITAL CORP DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: BARBECUE CAPITAL CORP DATE OF NAME CHANGE: 19990427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSSF Master Fund, LP CENTRAL INDEX KEY: 0001319906 IRS NUMBER: 980433969 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT, SUITE 475 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.871.6767 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT, SUITE 475 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

(Amendment No. )*

CONSOLIDATED ENERGY, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

20914T109

(CUSIP Number)

FEBRUARY 24, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filed out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.: 20914T109		13G		Page 1 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only): GSSF Master Fund, LP
2)		Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b)
3)		SEC Use Only
4)		Citizenship or Place of Organization: Bermuda

Number of

Beneficially

Owned by

Each

Reporting

Person With

5) Sole Voting Power:

6) Shared Voting Power:

790,441

7) Sole Dispositive Power:

8) Shared Dispositive Power:

790,441


9)		Aggregate Amount Beneficially Owned by Each Reporting Person: 790,441
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
11)		Percent of Class Represented by Amount in Row (9): 5.6%.
12)		Type of Reporting Person (See Instructions): PN


CUSIP No.: 20914T109		13G		Page 2 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only): Gryphon Special Situations Fund, LP
2)		Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b)
3)		SEC Use Only
4)		Citizenship or Place of Organization: Texas

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5) Sole Voting Power:

6) Shared Voting Power:

790,441

7) Sole Dispositive Power:

8) Shared Dispositive Power:

790,441


9)		Aggregate Amount Beneficially Owned by Each Reporting Person: 790,441
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
11)		Percent of Class Represented by Amount in Row (9): 5.6%.
12)		Type of Reporting Person (See Instructions): PN


CUSIP No.: 20914T109		13G		Page 3 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only): GSSF Management Partners, LP
2)		Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b)
3)		SEC Use Only
4)		Citizenship or Place of Organization: Texas

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5) Sole Voting Power:

6) Shared Voting Power:

790,441

7) Sole Dispositive Power:

8) Shared Dispositive Power:

790,441


9)		Aggregate Amount Beneficially Owned by Each Reporting Person: 790,441
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
11)		Percent of Class Represented by Amount in Row (9): 5.6%.
12)		Type of Reporting Person (See Instructions): PN


CUSIP No.: 20914T109		13G		Page 4 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only): GSSF, LLC
2)		Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b)
3)		SEC Use Only
4)		Citizenship or Place of Organization: Texas

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5) Sole Voting Power:

6) Shared Voting Power:

790,441

7) Sole Dispositive Power:

8) Shared Dispositive Power:

790,441


9)		Aggregate Amount Beneficially Owned by Each Reporting Person: 790,441
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
11)		Percent of Class Represented by Amount in Row (9): 5.6%.
12)		Type of Reporting Person (See Instructions): OO


CUSIP No.: 20914T109		13G		Page 5 of 9


1)		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only): Tom C. Davis
2)		Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b)
3)		SEC Use Only
4)		Citizenship or Place of Organization: Texas

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5) Sole Voting Power:

6) Shared Voting Power:

790,441

7) Sole Dispositive Power:

8) Shared Dispositive Power:

790,441


9)		Aggregate Amount Beneficially Owned by Each Reporting Person: 790,441
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
11)		Percent of Class Represented by Amount in Row (9): 5.6%.
12)		Type of Reporting Person (See Instructions): IN


CUSIP No.: 20914T109		13G		Page 6 of 9

Item 1

(a).

Name of Issuer:

Consolidated Energy, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

9900 West Sample Road, Suite 300, Coral Springs, Florida 33065.

Item 2

(a).

Name of Persons Filing:

GSSF Master Fund, LP (“Master Fund”), Gryphon Special Situations Fund, LP (“Special Situations”), GSSF Management Partners, LP (“GMP”), GSSF, LLC (“LLC”), and Tom C. Davis (“Davis”).

Item 2

(b).

Address of Principal Business Office or, if none, Residence:

Each Reporting Person: 100 Crescent Court, Suite 475, Dallas, Texas 75201.

Item 2

(c).

Citizenship:

Master Fund: Bermuda.

Special Situations: State of Texas.

GMP: State of Texas.

LLC: State of Texas.

Davis: State of Texas.

Item 2

(d).

Title of Class of Securities:

Common Stock, $0.001 par value

Item 2

(e).

CUSIP Number:

20914T109

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; or

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.


CUSIP No.: 20914T109		13G		Page 7 of 9



Item 4.		Ownership: This Schedule 13G filing includes (i) 441,176 shares of the Issuer’s Common Stock underlying shares of the Issuer’s 6% Senior Secured Convertible Notes Due 2008, and (ii) warrants to purchase 349,264 shares of the Issuer’s Common Stock; which shares, pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Securities Exchange Act of 1934, as amended, are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the Issuer’s Common Stock owned by the Reporting Persons. The shares of the Issuer’s Common Stock reported hereby are owned directly by Master Fund. The General Partner of Master Fund is Special Situations, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of Special Situations is GMP, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of GMP is LLC, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Davis controls LLC and may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Each of Special Situations, GMP, LLC and Davis disclaims any beneficial ownership of any such shares of Common Stock owned by Master Fund.

Item 5.		Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ¨

Item 6.		Ownership of More than Five Percent on Behalf of Another Person: Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not applicable.

Item 8.		Identification and Classification of Members of the Group: Not applicable.

Item 9.		Notice of Dissolution of Group: Not applicable.

Item 10.		Certifications: By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No.: 20914T109		13G		Page 8 of 9

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.


Dated: March 4, 2005	GSSF MASTER FUND, LP

	By:	Gryphon Special Situations Fund, LP, its General Partner

		By:	GSSF Management Partners, LP, its General Partner

			By:	GSSF, LLC, its General Partner

				By:	/s/ Warren W. Garden
					Warren W. Garden,
					Authorized Agent

Dated: March 4, 2005	GRYPHON SPECIAL SITUATIONS FUND, LP

	By:	GSSF Management Partners, LP, its General Partner

			By:	GSSF, LLC, its General Partner

			By:	/s/ Warren W. Garden
				Warren W. Garden, Authorized Agent

Dated: March 4, 2005	GSSF MANAGEMENT PARTNERS, LP

	By:	GSSF, LLC, its General Partner

		By:	/s/ Warren W. Garden
			Warren W. Garden,
			Authorized Agent


CUSIP No.: 20914T109		13G		Page 9 of 9


Dated: March 4, 2005	GSSF, LLC

	By:	/s/ Warren W. Garden
		Warren W. Garden,
		Authorized Agent

Dated: March 4, 2005	TOM C. DAVIS

	By:	/s/ Tom C. Davis