8-K

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): April 20, 2001

eResource Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8662	23-2265039
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3353 Peachtree Road, N.E., Suite 130, Atlanta, Georgia 30326

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (404) 760-2570

Item 5. Other Events.

      On April 20, 2001, eResource Capital Group, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had signed a non-binding letter of intent (“LOI”) to acquire the business operations and assets of Logisoft Computer Products Corp. and eStorefront.net Corp., each currently a subsidiary of Logisoft Corp. (together, the “Logisoft Subsidiaries”). There can be no assurance or guarantee that the Company will complete the acquisition of the business operations and assets of the Logisoft Subsidiaries. The foregoing description of the press release is qualified in its entirety by reference to the press release which is filed as Exhibit 99.1 to this Report.

      As of the date of this Report, the Company has not completed its previously announced private placement offering of its equity securities pursuant to which it expected to raise an additional $2.5 million, and there can be no assurance that the Company will be able to complete such private placement. If the Company is unable to complete the private placement, the Company will need to raise additional capital through debt or other equity financing or the sale of certain of the Company’s assets. The Company cannot be certain that additional financing will be available when and to the extent required, or that, if available, it will be available on terms that are favorable to the Company.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

            Exhibits.

            99.1 Press Release announcing execution of LOI to acquire Logisoft Subsidiaries.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	eResource Capital Group, Inc.
	By:	/s/ William L. Wortman
		William L. Wortman Vice-President, Treasurer and Chief Financial Officer
Dated: April 26, 2001

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EXHIBIT INDEX

      Exhibits.

      99.1 Press Release announcing execution of LOI to acquire Logisoft Subsidiaries. EX-99.1 2 g68823ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 ERESOURCE CAPITAL GROUP SIGNS LOI TO ACQUIRE LOGISOFT SUBSIDIARIES LOGISOFT'S FISCAL 2000 REVENUES GREW TO $6.0 M, A 43% INCREASE OVER THE PRIOR PERIOD Charlotte, NC - April 20, 2001 - eResource Capital Group, Inc. (AMEX:RCG) announced today that it has signed a non-binding letter of intent (LOI) to acquire the business operations and assets of Logisoft Computer Products Corp. and eStorefronts.net Corp. (together, "Logisoft Subs"), currently subsidiaries of Logisoft Corp. Through these companies, Logisoft provides full spectrum Internet business development, focuses on enabling globalization of e-business, provides partner site services to companies that want to outsource their e-retail businesses, and markets educational software to a wide range of customers nationwide. According to the terms of the LOI, eRCG will acquire the operating business and assets of the Logisoft Subs. It is anticipated the Logisoft Subs will be spun-out to a group of shareholders led by current management from the publicly-traded corporation Logisoft Corp. in conjunction with its proposed acquisition of Maxx Motorsports, Inc. The intended acquisition by eRCG is a stock-for-stock transaction whereby eRCG will issue its shares to purchase the shares of a newly independent, privately-held operating company, which will own the Logisoft Subs. The eRCG shares to be issued in conjunction with the transaction will not be registered under the Securities Act of 1933 or any state securities laws. "The Logisoft Subs will be a valuable addition to eRCG," expressed Mike Pruitt, President and CEO of eRCG. "Their expertise in e-globalization is a synergistic fit with our current technology services group. We currently service a number of companies that are looking to become global and which can benefit from the Logisoft Sub's services." "Becoming a member of the eRCG network is going to open a lot of doors for us," commented Rob Lamy, President and CEO of Logisoft. "We will be able to target many new clients through eRCG's broad network of contacts while benefiting from eRCG's corporate alliances and managerial skills, which will enhance our current infrastructure and our ability to take advantage of the opportunities for profitable growth in the Internet services market." In calendar year 2000, Logisoft's revenue increased by $1.8 million, or 43%, to $6.0 million from calendar year 1999. Logisoft's Internet services revenue in calendar year 2000 exceeded $1.6 million, which represents an increase of $1 million, or 168%, from calendar year 1999. Logisoft Interactive, the company's Internet services division, takes e-businesses from inception to full globalization and concentrates in three core areas: e-business, e-commerce and globalization. They offer sophisticated web technology platforms that position businesses online to capture new domestic and international markets and generate new opportunities for revenue growth. eStorefronts partners with traditional and pure Web based businesses to take advantage of the opportunities presented by the Internet at reduced risk and cost. Through eStorefronts, customers receive inventory, fulfillment, management, site maintenance and strategic marketing support in exchange for a revenue sharing and/or equity based arrangement. Logisoft Computer Products, the Company's legacy business, distributes technology products and instructional software to academic institutions and corporate customers. Logisoft's educational software marketing business reaches more than 400 customers around the country and is one of the top distributors in the educational market for Microsoft, Adobe and other major software developers. 2 The LOI is non-binding on both of the parties and there can be no assurance that the parties will enter into definitive agreements or complete the transaction. About Logisoft Founded in 1989, Logisoft is a full spectrum Internet service company specializing in providing business value for customers who require smart domestic and global Internet solutions. In addition to its high end creative, multimedia, and technical capabilities, Logisoft's premier e-business platform, Global Gateway(SM), enables companies to quickly and cost-effectively do business on the Internet in more than 50 countries including currency transactions and settlement, cultural assessment, logistical support, tax, legal and fraud issues, language requirements and micro-marketing. Logisoft is headquartered in Rochester, NY, a leading import-export and technology center. Further information on the company is available at http://www.logisoft.com. About eResource Capital Group eResource Capital Group, Inc. (AMEX: RCG), based in Charlotte, N.C., is a growing network of technology and service companies brought together under one operating company to benefit from synergistic relationships and the infusion of intellectual and capital resources. eRCG plans to strengthen its network through timely acquisitions and by growing and enhancing its member companies. eRCG's strategic focus is in five technology industry segments: e-commerce, Internet infrastructure, technology-related professional services, enabling technology, and data/communication systems. Operating companies in the eRCG network include: flightserv.com; Internet Aviation Services, Ltd.; DM Marketing, Inc.; Avenel Ventures, Inc.; Avenel Alliance, Inc.; and LST, Inc., d/b/a LifeStyle Technologies. More information is available on eRCG at www.eresourcecapital.com. Statements in this news release about anticipated or expected future revenue or growth or expressions of future goals or objectives are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements in this release are based upon information available to the Company on the date of this release. Any forward-looking statements involve risks and uncertainties, including those risks and uncertainties described in the Company's filings with the Securities and Exchange Commission, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements. Source: eRCG (Amex: RCG) MEDIA CONTACT FOR ERCG: Bob Young The Marketing Consortium Tel: 704-335-0990 Fax: 704-343-9047 e-mail: bob@themarketingconsortium.net INVESTOR RELATIONS: Georgi Dienst eRCG, Investor Relations Director Tel: 704-553-9330 x26 Fax: 704-553-7136 e-mail: gbd@eresourcecapital.com 6 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

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                                                                    EXHIBIT 99.1


       ERESOURCE CAPITAL GROUP SIGNS LOI TO ACQUIRE LOGISOFT SUBSIDIARIES

         LOGISOFT'S FISCAL 2000 REVENUES GREW TO $6.0 M, A 43% INCREASE
                             OVER THE PRIOR PERIOD


Charlotte, NC - April 20, 2001 - eResource Capital Group, Inc. (AMEX:RCG)
announced today that it has signed a non-binding letter of intent (LOI) to
acquire the business operations and assets of Logisoft Computer Products Corp.
and eStorefronts.net Corp. (together, "Logisoft Subs"), currently subsidiaries
of Logisoft Corp. Through these companies, Logisoft provides full spectrum
Internet business development, focuses on enabling globalization of e-business,
provides partner site services to companies that want to outsource their
e-retail businesses, and markets educational software to a wide range of
customers nationwide.

According to the terms of the LOI, eRCG will acquire the operating business and
assets of the Logisoft Subs. It is anticipated the Logisoft Subs will be
spun-out to a group of shareholders led by current management from the
publicly-traded corporation Logisoft Corp. in conjunction with its proposed
acquisition of Maxx Motorsports, Inc. The intended acquisition by eRCG is a
stock-for-stock transaction whereby eRCG will issue its shares to purchase the
shares of a newly independent, privately-held operating company, which will own
the Logisoft Subs. The eRCG shares to be issued in conjunction with the
transaction will not be registered under the Securities Act of 1933 or any state
securities laws.

"The Logisoft Subs will be a valuable addition to eRCG," expressed Mike Pruitt,
President and CEO of eRCG. "Their expertise in e-globalization is a synergistic
fit with our current technology services group. We currently service a number of
companies that are looking to become global and which can benefit from the
Logisoft Sub's services."

 "Becoming a member of the eRCG network is going to open a lot of doors for us,"
commented Rob Lamy, President and CEO of Logisoft. "We will be able to target
many new clients through eRCG's broad network of contacts while benefiting from
eRCG's corporate alliances and managerial skills, which will enhance our current
infrastructure and our ability to take advantage of the opportunities for
profitable growth in the Internet services market."

In calendar year 2000, Logisoft's revenue increased by $1.8 million, or 43%, to
$6.0 million from calendar year 1999. Logisoft's Internet services revenue in
calendar year 2000 exceeded $1.6 million, which represents an increase of $1
million, or 168%, from calendar year 1999.

Logisoft Interactive, the company's Internet services division, takes
e-businesses from inception to full globalization and concentrates in three core
areas: e-business, e-commerce and globalization. They offer sophisticated web
technology platforms that position businesses online to capture new domestic and
international markets and generate new opportunities for revenue growth.
eStorefronts partners with traditional and pure Web based businesses to take
advantage of the opportunities presented by the Internet at reduced risk and
cost. Through eStorefronts, customers receive inventory, fulfillment,
management, site maintenance and strategic marketing support in exchange for a
revenue sharing and/or equity based arrangement. Logisoft Computer Products, the
Company's legacy business, distributes technology products and instructional
software to academic institutions and corporate customers. Logisoft's
educational software marketing business reaches more than 400 customers around
the country and is one of the top distributors in the educational market for
Microsoft, Adobe and other major software developers.


   2

The LOI is non-binding on both of the parties and there can be no assurance that
the parties will enter into definitive agreements or complete the transaction.

About Logisoft
Founded in 1989, Logisoft is a full spectrum Internet service company
specializing in providing business value for customers who require smart
domestic and global Internet solutions. In addition to its high end creative,
multimedia, and technical capabilities, Logisoft's premier e-business platform,
Global Gateway(SM), enables companies to quickly and cost-effectively do
business on the Internet in more than 50 countries including currency
transactions and settlement, cultural assessment, logistical support, tax, legal
and fraud issues, language requirements and micro-marketing. Logisoft is
headquartered in Rochester, NY, a leading import-export and technology center.
Further information on the company is available at http://www.logisoft.com.

About eResource Capital Group
eResource Capital Group, Inc. (AMEX: RCG), based in Charlotte, N.C., is a
growing network of technology and service companies brought together under one
operating company to benefit from synergistic relationships and the infusion of
intellectual and capital resources. eRCG plans to strengthen its network through
timely acquisitions and by growing and enhancing its member companies. eRCG's
strategic focus is in five technology industry segments: e-commerce, Internet
infrastructure, technology-related professional services, enabling technology,
and data/communication systems. Operating companies in the eRCG network include:
flightserv.com; Internet Aviation Services, Ltd.; DM Marketing, Inc.; Avenel
Ventures, Inc.; Avenel Alliance, Inc.; and LST, Inc., d/b/a LifeStyle
Technologies. More information is available on eRCG at www.eresourcecapital.com.

Statements in this news release about anticipated or expected future revenue or
growth or expressions of future goals or objectives are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. All forward-looking statements in this release are based upon
information available to the Company on the date of this release. Any
forward-looking statements involve risks and uncertainties, including those
risks and uncertainties described in the Company's filings with the Securities
and Exchange Commission, that could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking
statements.

Source:  eRCG (Amex: RCG)

 MEDIA CONTACT FOR ERCG:
                  Bob Young
                  The Marketing Consortium
                  Tel:     704-335-0990
                  Fax:     704-343-9047
                  e-mail:  bob@themarketingconsortium.net

INVESTOR RELATIONS:
                  Georgi Dienst
                  eRCG, Investor Relations Director
                  Tel:     704-553-9330 x26
                  Fax:     704-553-7136
                  e-mail:  gbd@eresourcecapital.com


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