SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM 8-K




                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 March 12, 1997
                -----------------------------------------------
                Date of Report (Date of earliest event reported)


                        CONSOLIDATED ENERGY SYSTEMS, INC.
                -------------------------------------------------
               (Exact Name of Registrant as specified in Charter)

                         Commission File No. 33-15565-LA



               California                                   94-3101792
       ---------------------------                      ------------------
      (State of Other Jurisdiction                       (I.R.S. Employer
            of Incorporation)                           Identification No.)

        1908 Fairway Circle Drive                            
           San Marcos, California                             92069
  --------------------------------------                  -------------
 (Address of Principal Executive Office)                    Zip Code


       Registrant's Telephone Number, Including Area Code: (619) 471-9936









Item 1.  Change in Control
- --------------------------

On March 12,  1997,  Litmaw  Trust,  the  Holden  Family  Trust,  Central  Coast
Financial Trust (collectively, the "Trusts") and Chester W. Allen ("Allen"), all
domiciled in  California,  acquired  from two principal  shareholders,  James T.
Brodie   ("Brodie")  and  All  American  Energy  Systems,   Inc.,  a  California
corporation  ("All   American"),   6,977,073  shares  of  the  common  stock  of
Consolidated  Energy  Systems,  Inc.  (the  "Company")  representing  fifty  and
fifteen-one-hundredths  percent (50.15%) of the issued and outstanding  stock of
the class (the "Shares"). The Trusts and Allen constitute a "group" as that term
is defined  under the  Securities  and  Exchange  Act of 1934,  as amended  (the
"Act").  Prior to the  exchange of Shares,  All  American  and Brodie  voted the
Shares to elect directors to fill the vacancies on the board of directors of the
Company to serve  until the next  meeting of  shareholders,  namely:  Chester W.
Allen,  Trevor P. Langley,  Robert W. Steele, D. Benner Holden and Paul Shumard.
The  exchange  of the  Shares and  election  of  directors  effected a change in
control  of the  Company.  The  Company  has been  inactive,  without  assets or
operations,  since March 1991,  and is  delinquent in its filings under the Act.
The new  directors  have  resolved to bring the  Company  current in all filings
required under the Act.

The consideration for the Shares was nominal cash.  Additionally,  the new board
of directors as part of the transaction,  agreed to issue  16,436,000  shares of
common  stock in equal  amounts to Trusts for  consideration  consisting  of the
assignment  of all rights and interests in and to "EPnet,"  including  know-how,
concepts,  tradenames,  trademarks and service marks relating to the trading and
exchange of real and personal  properties  utilizing the  internet,  regionally,
nationally and, eventually, internationally. Revenues of "EPnet" will be derived
from the sale of  memberships  to  subscribers  to the  services  of EPnet and a
brokerage fee for  consummated  transactions.  Marketing of memberships  will be
accomplished through offerings on the internet and numerous  conventions,  trade
fairs and seminars sponsored by the Company.

Item 2.  Acquisition or Disposition of Assets
- ---------------------------------------------

Not Applicable.

Item 3.  Bankruptcy or Receivership
- -----------------------------------

Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant
- ------------------------------------------------------

Not Applicable.

Item 5.  Other Events
- ---------------------

Not Applicable.

Item 6.  Resignations of Registrant's Directors
- -----------------------------------------------

Not Applicable.




Item 7.  Financial Statement, Proforma, Financial Information and Exhibits
- --------------------------------------------------------------------------

(a)      Not Applicable

(b)      Not Applicable

(c)      Exhibits:          None.

Item 8.  Change in Fiscal Year
- -------  ---------------------

Not Applicable.



                                   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.


                                         CONSOLIDATED ENERGY SYSTEMS, INC.



                                         By:  /S/  CHESTER W. ALLEN
                                             -----------------------------------
                                         Name:        Chester W. Allen
                                         Title:       Chairman of the Board

Dated:            March 27, 1997