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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.: 1
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)
August 1, 1997
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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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.
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:
89,300
8. Shared Voting Power:
9. Sole Dispositive Power:
89,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
89,300
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)
4.11%
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.
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:
89,300
8. Shared Voting Power:
9. Sole Dispositive Power:
89,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
89,300
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)
4.11%
14. Type of Reporting Person
IN
5
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the ownership of Phronesis
Partners, L.P. and James Wiggins (the "Reporting Persons") in the
Common Stock (the "Common Stock") of Canisco Resources, Inc. (the
"Issuer") has decreased from 5.15% to 4.11% of the Common Stock
outstanding. All capitalized terms not defined herein have the
definitions given them in the original Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 89,300 shares of the Common Stock
(the "Shares") of the Issuer. 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.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners of 89,300 Shares. Based on
Issuer's filing on Form 10-K on June 30, 1997, as of
March 31, 1997 there were 2,170,540 shares of Common
Stock in the Issuer outstanding. Therefore, the
Reporting Persons are deemed to beneficially own 4.11%
of the outstanding shares of Common Stock. The
Reporting Persons ceased to be the beneficial owners of
more than 5% of the outstanding Common Stock on
August 1, 1997. 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 sixty days
prior to August 1, 1997 through the date of this filing
were effected in open-market transactions and are set
forth in Exhibit A hereto.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the reporting persons during
60 days prior to August 1, 1997 through the date of
this filing 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
August 12, 1997
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00532001.AF0
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AGREEMENT
The undersigned agree that this Amendment No. 1 to
Schedule 13D dated August 12, 1997 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
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00532001.AF0
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Exhibit A
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
or (Sold)
____ ________________ _______________
7/31/97 (3,000) $1.875
8/1/97 (3,000) 2.25
8/5/97 (8,500) 2.25
8/6/97 (3,000) 2.125
8/7/97 (3,000) 2
8/8/97 (3,000) 2
00532001.AF0
