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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: Canisco Resources, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 670309103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James Wiggins, Phronesis Partners, L.P., 2206 Beachwood Road
Amelia Island, FL 32034; (904) 277-3150
(Date of Event which Requires Filing of this Statement)
June 28, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement X. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled 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 ("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).
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CUSIP No.: 670309103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Phronesis Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a. x
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
111,800
8. Shared Voting Power:
9. Sole Dispositive Power:
111,800
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
111,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.15%
14. Type of Reporting Person
PN
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CUSIP No.: 670309103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James Wiggins
2. Check the Appropriate Box if a Member of a Group
a. x
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
111,800
8. Shared Voting Power:
9. Sole Dispositive Power:
111,800
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
111,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.15%
14. Type of Reporting Person
IN
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Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, in Canisco
Resources, Inc. (the "Issuer").
The name and address of the principal executive and
business office of the Issuer is:
Canisco Resources, Inc.
22 Northeast Drive
Hershey, PA 17033
Item 2. Identity and Background
This statement is being filed on behalf of Phronesis
Partners, L.P. ("Phronesis"), a Delaware limited
partnership, and James Wiggins, the sole general partner
of Phronesis (collectively, the "Reporting Persons").
James Wiggins' business address and Phronesis' principal
office address is 2206 Beachwood Road, Amelia Island,
Florida 32304.
Neither of the Reporting Persons has during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons has, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
James Wiggins is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 111,800 shares of the Common Stock
(the "Shares") of the Issuer. All 111,800 Shares are
held by Phronesis. The Shares were purchased for an
aggregate cost of $323,313. The funds for the purchase
of the Shares held in Phronesis have come from
Phronesis' own funds. No leverage was used to purchase
any Shares.
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Item 4. Purpose of Transactions
The Shares beneficially owned by the Reporting Persons
were acquired for, and are being held for, investment
purposes. The Reporting Persons have no plan or
proposal which relates to, or would result in, any of
the actions enumerated in Item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners of 111,800 Shares. Based on
Issuer's filing on Form 10-Q on February 14, 1996, as of
February 13, 1996 there were 2,169,190 shares of Common
Stock in the Issuer outstanding. Therefore, the
Reporting Persons are deemed to beneficially own 5.15%
of the outstanding shares of Common Stock. The
Reporting Persons have the power to vote, direct the
vote, dispose of or direct the disposition of all the
Shares that they are deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Persons during the past sixty days were effected in
open-market transactions and are set forth in Exhibit A
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None of the Reporting Persons has any contract,
arrangement, understanding or relationship with any
person with respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the reporting persons during
the past 60 days is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
PHRONESIS PARTNERS, L.P.
By: James Wiggins
/s/ James Wiggins
_____________________________
James Wiggins, General Partner
/s/ James Wiggins
________________________________
James Wiggins
July 10, 1996
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00532001.AE5
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AGREEMENT
The undersigned agree that this Schedule 13D dated July
10, 1996 relating to the Common Stock of Canisco Resources, Inc.
shall be filed on behalf of the undersigned.
PHRONESIS PARTNERS, L.P.
By: James Wiggins, General Partner
By: /s/ James Wiggins
_____________________________
James Wiggins, General Partner
/s/ James Wiggins
_________________________________
James Wiggins
9
00532001.AE5
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Exhibit A
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
____ ________________ _______________
6/28/96 3,000 $2.75
7/2/96 2,000 2.75
00532001.AE5
