U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended MAY 31, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934
For the transition period from ___________
To _________________
Commission File No.000-17058
PHOENIX INTERNATIONAL INDUSTRIES INC.
-------------------------------------
Exact name of small business issuer as specified in its charter,
FLORIDA
-------
(State or Other Jurisdiction of incorporation or organization)
59-2564162
----------
(IRS Employer Identification No.)
1750 OSCEOLA DR. WEST PALM BEACH, FLORIDA 33409
-----------------------------------------------
(Address of Principal Executive Offices)
561-688-0440
------------
(Issuer's telephone - number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ]
No [X]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: as of May 31, 2000 there
were 19,853,847 shares of the issuer's Common Stock, $.001 par value,
outstanding.
Transitional Small Business Disclosure Format
Yes [ ] No [X]
Common Stock, $.001 par value
<PAGE> Page 1
PHOENIX INTERNATIONAL INDUSTRIES, INC.
INDEX TO 10-KSB
PART I
ITEM I DESCRIPTION OF BUSINESS
ITEM 2 DESCRIPTION OF PROPERTY
ITEM 3 LEGAL PROCEEDINGS
ITEM 4 RESULTS OF VOTES OF SECURITY HOLDERS
PART II
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
ITEM 6 MANAGEMENT'S DISCUSSIONS OF DISCONTINUED OPERATIONS
ITEM 7 FINANCIAL STATEMENTS
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
PART III
ITEM 9 MANAGEMENT AND DIRECTORS
ITEM 10 EXECUTIVE COMPENSATION
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13 EXHIBITS AND REPORTS
<PAGE> Page 2
PART I
------
ITEM 1 DESCRIPTION OF BUSINESS
HISTORICAL DEVELOPMENT
The Company was incorporated on July 22 1985, pursuant to the laws of
the State of Florida under the name "Hydrobac, Inc. On July 7, 1986, the
Company's name was changed to "ProBac, Inc." and on October 5, 1994, its name
was changed to Trident Environmental Systems, Inc, During those periods the
Company's primary business was in various types of products and systems
for use in the environmental clean-up industry. On October 2, 1996 the
Company's name was changed to Phoenix International Industries, Inc. ("Phoenix"
or the "Company" and the Company's Common Stock was reverse split 15 to 1. The
shareholders approved Amendments to the Articles of Incorporation, changing the
authorized capital to 20,000,000 shares of Common Stock, par value $.001 per
share., and up to 5,000 shares of Preferred Stock for use as needed. From
January 1996 through May 31, 1997, the Company sought acquisitions as it wound
down and closed its original environmental clean-up business. The Company,
therefore, treats all matters relating to the environmental clean-up business
as discontinued operations.
On June 13, 1998, the Company acquired 100% of the stock of
Intuitive Technology Consultants, Inc. ("ITC") of Atlanta, Ga. ITC was
engaged in the business of computer system design and computer related
(MIS) employee placement. As of June 1999, the Company sold it's Intuitive
Technology Consultants Inc subsidiary ("ITC") to a group headed by the current
management of ITC.
Only July 21, 1997 the Company acquired 100% of the stock of HDX 9000,
Inc. ("HDX"), a company specializing in compliance methodology for the Y2K
problem and for the various types of "ISO" compliance certification.
On April 9, 1998, the Company acquired 100% of the outstanding stock
of Mic Mac Investments, Inc., a long distance telephone service "reseller"
specializing in the hospitality industry.
Based on an agreement entered into on December 14, 1998, the Company
acquired 100% of the stock of Cambridge Gas Transport Corporation (CGTC), a
Cayman Islands Corporation, in the business of owning and operating
specialized chemical/fuel tanker transport ships. Due to unspecified
disagreements, an agreement to rescind the acquisition between Cambridge and
Merrimac and the Company has been executed by the parties, however litigation
by Phoenix to recoup their payments to CTCG has not yet been resolved.
During fiscal 2000 the Company acquired 100% of the stock of Telephone
Company of Central Florida, Inc. ("TCCF"). TCCF is a "competitive local
exchange carrier ("CLEC") telephone company and a reseller of other
telecommunications services. TCCF was at that time operating under the
protection of "Chapter 11"of the federal bankruptcy laws. The effective date
of the closing was ten days after the Order of Confirmation is issued by the
Bankruptcy court. The Order of Confirmation was issued on June 9, 1999 and TCCF
began operating as a reorganized debtor on that date. The Company acquired TCCF
within ten days of the Confirmation Order.
BUSINESS OF AFFILIATES
During the year ending on May 31, 2000, the Company, consisted of two
wholly-owned subsidiaries, HDX 9000, Inc. and the Telephone Company of Central
Florida, Inc.
HDX 9000, INC. ("HDX")
Since the demand for HDX's primary product, its compliance methodology
to solve the Year 2000 date change problem, has become understandably
diminished, HDX has begun to adapt its methodologies to the MS Office 97-98
platform. Additionally, HDX has re-engineered its event management and planning
software as a Microsoft Outlook application.
<PAGE> Page 3
SALES, MARKETING & DEVELOPMENT
HDX has developed a sales capability to target end users of its
methodologies. The initial HDX United States based Year 2000 project was done
for Palm Beach National Bank and Trust. This project continues to be a valuable
reference site in the United States for HDX methodology. HDX continues to
pursue sales expansion in Jamaica and the Caribbean where a number of accounts
and prospects have been identified.
Mr. Timothy Palmer continues to operate and manage HDX on a full time
basis. He has developed a pool of personnel with experience in HDX technology
in the United States. The pool now stands at six (6) skilled technicians, who
work as subcontractors. In addition, HDX has trained twenty (20) technicians
with experience in foreign markets, all of which will also work as
subcontractors.
TELEPHONE COMPANY OF CENTRAL FLORIDA, INC. ("TCCF")
TCCF is a Competitive Local Exchange Carrier, ("CLEC") and long
distance service supplier currently serving the Orlando, Florida area. In
August of 1996, via negotiations with BellSouth, TCCF was not only the first,
but the only Florida based company to take advantage of the Telecommunications
Act of 1996, which mandated that competition be allowed in the local telephone
service market. TCCF's agreement with BellSouth allows them to provide CLEC
services in all 9 states BellSouth serves. In addition to CLEC services, TCCF
is moving aggressively into the prepaid calling business throughout the
southeastern United States.
In 1997, their first full year of operations, TCCF reached $35.8
million in revenues, and for calendar 1998, TCCF had gross revenues of
approximately $46.5 million with a net pre-tax profit of $6.8 million.
Due to "gross overbilling" by one of the major suppliers (later proven
in court) and not having sufficient capital to survive a multi-million dollar
demand for payment by its service providers, TCCF was forced to file for
bankruptcy protection and was operating under Chapter 11 of the federal
bankruptcy laws until it was acquired by Phoenix in June of 1999 as part of the
plan of re-organization filed with, and accepted by, the federal bankruptcy
court.
Since that time TCCF has expanded its agreements with BellSouth to
include the capability of supplying of DSL Internet services throughout all
nine southeastern states of the BellSouth system. TCCF now has the ability to
market DSL services via an arrangement with AT&T and BellSouth but it is in
the process of developing its own Virtual Private Network capability which will
provide both high speed voice and data services nationwide.
COMPETITION
Many similar companies, both large and small, offer similar services as
Phoenix and its subsidiaries. The Company believes that the competitive factors
affecting its markets include features such as functionality, adaptability,
ease of use, quality, performance, price, customer service and support,
effectiveness of sales and marketing efforts and Company reputation-
Although the Company believes that it currently competes favorably with
respect to such factors, there can be no assurance that the Company can
maintain its competitive position against current and potential competitors,
especially those with greater financial marketing support and other resources
than the Company.
PATENTS
The Company owns two patents for solidification of environmental waste,
which were acquired when the Company was involved in that business. However,
the Company is no longer in such business and it is believed by the Company
that these patents are of very little value today, as they have been rendered
obsolete due to the rapid development of the environmental industry.
<PAGE> Page 4
EMPLOYEES
As of May 31, 2000, the Company and its affiliates had 35 employees.
ITEM 2 DESCRIPTION OF PROPERTY
The Company's principal place of business is located at 1750 Osceola
Drive, West Palm Beach, Florida 33409, which consists of office and warehouse
space. This space aggregates approximately 3,500 square feet including four
offices and a conference room. The annual lease cost is $3,500.00 per month,
plus expenses and expires in August 2001. HDX, a wholly owned Phoenix
subsidiary, shares the space.
These offices are leased from a third party.
ITEM 3 LEGAL PROCEEDINGS
As if May 31, 2000, the primary legal proceedings to which the Company
is a party are: (1) the ongoing litigation filed by Phoenix in an attempt to
force CTCG and its principals to comply with what Phoenix believes to be a
valid and binding purchase contract, and (2) the ongoing litigation filed by
Phoenix against its former subsidiary Intuitive Technology Consultants, Inc.,
(ITC) (now renamed Elite Technologies, Inc.) to recover approximately $350,000
in loans extended to ITC when it was a Phoenix subsidiary.
Although there has been a settlement agreement drafted and executed to
withdraw the litigation against CTCG and its principals, they have defaulted on
the second payment and new litigation is being drafted by the Phoenix's
counsel.
There have been no significant developments in the suit against ITC to
collect on the money owed to Phoenix.
The suit against the company for breech of a lease from 1995 is being
contested by Phoenix's counsel. All other litigation as referred to in Note 14
of the financial statement, is in the process of being negotiated with what
appears to be a positive outcome for Phoenix.
There are no other material legal proceedings to which the company or
any of its Officers and/or Directors acting in their capacities for the
Company, or to which the property of the Company is subject, and no such
material proceeding is known by management of the Company to be pending.
ITEM 4 RESULTS OF VOTES OF SECURITY HOLDERS
During fiscal 2000 the majority of the shareholders of Phoenix voted
to increase the authorized number of shares from 20,000,000 to 200,000,000
and the authorized number of preferred shares from 10,000 to 20,000,000.
<PAGE> Page 5
PART II
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ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The following table sets forth the range of high and low bid prices
as reported on the OTCBB during the periods commencing:
<TABLE>
<CAPTION>
CLOSING BID CLOSING ASK
----------------------------------------------------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
1995
07/03/95 through 09/29/95 3.28 .15 6.56 .93
10102/95 through 12/29195 4.21 .15 7.03 .93
1996:
01/02/96 through 03/29/96 1.20 .15 1.95 .60
04/01/96 through 06/28/96 .22 .07 .60 .22
07/01/96 through 09/18/96 .30 .11 .75 .37
09/19/96 through 09/10/96 1.125 .375 1.50 .625
10/01/96 through 12/31/96 1.50 .25 2.375 .75
1997
01/02/97 through 03/31/97 1.50 .6875 2.375 1.00
04/01/97 through 06/30/97 1.4375 .625 1.6875 .875
07/01/97 through 09/30/97 2.37 1.125 2.625 1.375
10/01/97 through 12/3l/97 2.25 .46 2.625 .875
1998
01/02/98 through 03/31/98 1.50 .4375 1.6875 .4687
04/01/98 through 06/30/98 1.19 .4375 1.2187 .500
01/01/98 through 09/30/98 .843 .4375 .875 .4687
10/01/98 through 12/31/98 1.28 .4062 1.37 .435
1999
01/02/99 through 03/31/99 1.00 .88 1.06 .94
04/01/99 through 06/30/99 .62 .47 .65 .50
07/01/99 through 09/30/99 .56 .36 .59 .39
10/01/99 through 12/31/99 1.62 .31 1.65 .34
2000
01/02/00 through 03/31/00 1.37 .34 1.41 .38
04/01/00 through 06/30/00 1.06 .43 1.06 .46
</TABLE>
The price of shares have been adjusted for all stock splits.
<PAGE> Page 6
Dividends
The Company has paid no dividends during the past five fiscal years on
any class of its issued and outstanding securities.
The payment by the Company of dividends, if any, in the future rests
within the discretion of its Board of Directors and will depend, among other
tier things, upon the Company's earnings, its capital requirements and its
financial condition, as well; as other relevant factors. By reason of the
Company's present financial condition, the Company does not contemplate or
anticipate paying any dividends on, the Common Stock in the foreseeable future.
COMPANY CAPITALIZATION
There are 200,000,000 shares of Common Stock authorized for issuance.
Of this amount, 19,853,847 shares are currently issued and outstanding There
are 20,000,000 shares of Preferred Stock authorized, the designation and rights
of which are to be determined by the Board of Directors, none of which are
issued and outstanding.
ITEM 6 MANAGEMENT DISCUSSIONS
STATEMENT OF OPERATIONS
With regard to the Statements of Operations for the year ending
May 31, 2000. The Company had an operating loss of $3,128,006, a substantial
portion of which was due to legal and accounting expenses incurred in the due
diligence, drafting and implementation of the plan of reorganization of TCCF.
Continued Operations
In addition to the Telephone Company of Central Florida, the company
plans to increase its presence in the telecommunications industry. With that
plan in mind on February 2, 2000, Phoenix announced execution of a letter of
intent between the Telephone Company of Central Florida, Inc. ("TCCF"), and
Moye & Associates, Inc., of St. Simons, Georgia, owner/operator of "The Best
Net" an Internet Service Provider (ISP), Web Site Host and E-commerce Company.
The Best Net is a rapidly growing ISP with over 2,500 internet
subscribers, a profitable web site hosting service and an E-commerce business.
The Best Net ISP customers are ideal potential local and long distance
customers for TCCF, and TCCF's customers are potential customers for The
Best.Net's Internet services. This type of cross selling is part of the
overall Phoenix marketing plan.
The Company's HDX subsidiary was acquired July 21, 1997 in a stock for
stock transaction. For the 10 months and 10 days through May 31, 1998, HDX had
revenues of $160,039 and expenses of $132,656.
For the year ended May 31, 1999, HDX had no income and an operating
loss of $33,500. This was due to the expiration of the market for HDX's primary
product, a methodology for dealing with the Y2K computer problem. HDX has
returned to the status of a developmental organization while it re-designs its
other methodologies in preparation to introduce them to the market.
On March 20, 2000 it was the decision of the Board of Phoenix in
concert with the previous shareholder of 100% of HDX's stock, to rescind the
agreement by which HDX was acquired by Phoenix. This was done and the stock of
each company which was originally exchanged to effect the acquisition was
returned to the original holder or issuer.
With the exception of historical facts, the matters discussed above
include forward-looking statements that may involve a number of risks and
uncertainties. Actual results may vary based upon a number of factors,
including, but not limited to, risks in product and technology development,
<PAGE> Page 7
market acceptance of new products and technology, continuing demand, the impact
of competitive products and pricing, and changing economic conditions.
Discontinued Operations
MIC-MAC INVESTMENTS, INC. ("Mic-Mac")
Mic-Mac Investments, Inc. and Hospitality Telecom (together
"Hospitality") were acquired on April 1, 1998. For the period from the date of
acquisition through May 31, 1998, Hospitality had revenues of $ 15,634 and
expenses of $30,404.
Hospitality ceased to operate late in the third quarter of fiscal 1999,
claiming they could not meet their business plan projections or continue
without Phoenix acquiring a long distance telephone company or other telephone
service organization to give them support and additional product. Mic-Mac
Investments, Inc and Hospitality Telecom had no remaining assets or liabilities
as of May 31, 1999, and Phoenix wrote off its remaining investment in them in
that fiscal year.
As of June 1, 1998, the Company sold its ITC subsidiary to a group
headed by ITC management. The Company received $60,900 in cash. $290,000 in
Notes and 1,413,000 shares of the Company' Common Stock, plus relief from
obligations totaling approximately $800,000 in return for said sale. The Shares
of Common Stock have been returned to the treasury of the Company and have been
cancelled. To date, no payment of interest or principal on the Notes has been
made and said payments are past due. Additionally, the Company has not received
any confirmation of relief from the $800,000 in obligations. The operations of
ITC have been treated as discontinued operations. As of May 31, 2000 there has
been no change or decision regarding this situation and the matter remains in
litigation.
CAMBRIDGE GAS TRANSPORT CORPORATION ("CGTC")
CGTC is a holding company who's primary business is to act as the majority
shareholder of Navigator, and to issue and oversee the management contracts
for the construction and operation of Navigator's ships. Purchased on December
14th of 1998, CGTC is the owner of 58% (plus an option to purchase an
additional 10%) of NAVIGATOR GAS TRANSPORT PLC ("NAVIGATOR"). Navigator has
contracted to build five (5) 22,000 cubic meter semi-refrigerated gas carriers.
These vessels will be capable of carrying all types of petrochemical gases,
including ethylene and LPG. Navigator has raised the $304,000,000 required for
the funding of these vessels through a bond offering via Credit Suisse First
Boston. The vessels are being built by Jiangnan Shipyard in China. The vessels
will be "state of the art" and the largest of their type ever built.
Note: The entire CTCG purchase agreement was published in Phoenix's
10-KSB of May 31, 1998 and is incorporated herein by reference.
CAPITAL RESOURCES AND LIQUIDITY
During the year ending May 31, 2000 the Company issued 9,255,000 shares
of common stock for acquisitions, consulting services and a reduction of loans
payable to its CEO. As described in Note 16 of the financial statements,
subsequent Events, the Company has committed to pay 600,000 shares of its
common stock for an acquisition.
The Company has funded its capital requirements for operating cash
flow, by loans against its accounts receivable, sales of equity securities
and the issuance of equity securities in exchange for assets acquired and
services rendered. During the 12 months ended May 31, 2000 the Company has been
and is continuing to attempt to attract new investment capital, which the
Company believes will be necessary to sustain its ongoing operations and to
facilitate growth. The Company continues to explore opportunities to raise
private equity capital and, in conjunction therewith, to provide credit support
for the Company's operations and potential acquisitions. Although the Company
has in the past been, and continues to be, in discussions with potential
investors, there can be no assurance that its efforts to raise any substantial
amount of private capital will be successful. Any substantial private equity
<PAGE> Page 8
investment in the Company will result in voting dilution of the Company's
existing stockholders and could also result in economic dilution. If the
Company is unable to obtain new capital, the Company will be unable to carry
out its strategy of growth through acquisitions and the long-term ability of
the Company to continue its operations may be in doubt.
ITEM 7 FINANCIAL STATEMENTS
The financial statements of the Registrant, and the related notes,
together with the report of Wieseneck, Andres & Company, P.A. dated August 11,
2000 are set forth at pages F-1 through F-16 attached hereto.
ITEM 8 CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no disagreements with any of our accounts on accounting
and financial disclosure. The Company's auditor for the period ending May 31,
2000 and May 31, 1999 is Wieseneck, Andres, and Associates, PA. 772 US Hwy.
One, North Palm Beach, Florida 33408. For the year ending May 31, 1998, the
Company's auditor was Kane, Hoffman & Danner, P.A., 1101 Brickell Ave., suite
M-1-1, Miami, Florida 33131. (See SEC Form 8-K as filed on August 31, 1998 and
incorporated herein by reference).
PART III
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ITEM 9 MANAGEMENT AND DIRECTORS
The current Management and Directors of the Company as of May 31, 1999 are as
follows:
Name Age Position(s)
---- --- -----------
Gerard Haryman 56 President, CEO, acting CFO and Chairman
of the Board of Directors
Thomas Donaldson 57 Vice President, Secretary and Director
Timothy Palmer 55 Director
Set forth below is a brief background of the executive officers and
directors of the Company, based on information supplied by them
GERARD HARYMAN has been Chairman of the Board, President and Chief
Executive Officer of the Company since January 1996. Concurrently, until
September 1996, he was President of American Diversified Group, Inc., a public
company based in West Palm Beach, Florida, importing and exporting
pharmaceuticals since June 1,994 to the present, Mr. Haryman has been President
of Aptek Communications, Inc., a private company, based in West Palm Beach,
Florida in the business of selling and servicing portable computers. From
January 1994 to the present he has been President of Aspen Marine Group, boat
builders and distributor of Portable computers, a public company in West Palm
Beach, Florida that is currently in Chapter I I Bankruptcy proceedings.
Mr. Haryman is one of about 20 defendants in a lawsuit brought by the Trustee
of Aspen and believes that the lawsuit will have no adverse consequences to the
Company. Since 1981 to the present, he has been President and CEO of SA, Sitmo
developers and builders of commercial and residential properties, with
corporate offices in Paris, France. In the period from March 1995 to September
1995, Mr. Haryman was Chairman of Life Industries, Inc., a public company,
which intended to import mineral water and other products from, Mexico, which,
did not materialize, leading to his resignation from the Board, Mr. Haryman was
a Finance Major at the Institute General de Finance in Paris, France. He
devotes approximately 95 % of his time to the business of the Company.
THOMAS DONALDSON , has been Vice President, Director of Operations and
a Director of the Company (formerly Trident Environmental Systems, Inc.) since
February 1993. Additionally, from March 1996 to March 1997, he was Assistant
Manager, Marketing for CCS Financial, Inc., a finance company in Ft.
Lauderdale, Florida. In the period January 1991 to February 1993, he was
Director of Marketing for Professional Locators, Inc., a placement firm in Boca
Raton, Florida. Mr. Donaldson attended the University of Paris (Sorbonne) and
the University of Miami.
TIMOTHY PALMER , has been President of HDX 9000, Inc., West Palm Beach,
Florida, a computer and business consulting firm since October 1993, now a
wholly-owned subsidiary of the Company, and a Director of the Company since
<PAGE> Page 9
July 1997. from March 1997 to the present, he has been President of Quality
Advantage, Ltd. of Kingston, Jamaica, a computer and business consulting firm.
Prior to October 1993, he was manager of the Palmer Family Trust in London,
England. Mr. Palmer holds a Bachelor of Commerce Degree from McGill University
in Montreal, Canada.
OPTIONS & WARRANTS
As of May 31, 2000, there are no options, warrants, rights, etc., of any kind
outstanding.
STOCK OPTION PLAN
On May 31, 1998, the Company's Board of Directors adopted a Stock
Option Plan far its employees, directors and consultants. Currently, the
Company's Personnel Committee has not awarded any shares under this option
plan. It is the Company's intention to register the underlying shares
utilizing Form S-8 in the near future.
ITEM 10 EXECUTIVE COMPENSATION
During fiscal year 2000, the Company had two employees earning in excess of
$100,000 (see following chart)
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
LONG-TERM
COMPENSATION
------------
AWARDS
------
Name and Securities Underlying
Principal Position Year Salary Bonus
------------------ ---- ------ ----- --------------------
<S> <C> <C> <C> <C>
Gerard Haryman, 2000 250,000(l) -0- -0-
President & CEO
Thomas N. Donaldson 2000 104,000(1) -0- -0-
Vice President/COO
</TABLE>
(1) Due to the cash position of the Company, Mr. Haryman and
Mr. Donaldson have deferred payment of their salaries and bonuses.
EMPLOYMENT AGREEMENTS
The Company currently has no Employment Contracts in effect.
COMPENSATION OF DIRECTORS
Each Director of Phoenix will receive 12,000 shares of Common
Stock for each year of service plus reimbursement of out-of-
pocket expenses. Currently, the Company has no outside Directors.
<PAGE> Page 10
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The following table sets forth. certain information, its of August,
1998, regarding the Company's Common Stock owned of record or beneficially by,
(i) each stockholder who is known by the Company to beneficially own in excess
of 4.9% of the outstanding shares of Common Stock; and (ii) all Directors and
executive officers as a group, Except as otherwise indicated, each stockholder
listed below has sole voting and investment power with respect to shares
beneficially owned by such person.
In accordance with Rule 13-d3 promulgated under the Securities Exchange
Act of 1934, as amended, shares that are not outstanding but that are issueable
within 60 days upon exercise of outstanding options, warrants, rights or
conversion privileges or which are otherwise required by Rule 13-d3 to be
included have been deemed to be outstanding for the purpose of computing the
percentage of outstanding shares owned by the person owning such right, but
have not been deemed outstanding for the purpose of computing the percentage
for any other person. As of May 31, 2000, there are 19,853,847 shares of Common
Stock issued and outstanding and no options, warrants, etc. are outstanding.
COMMON STOCK
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL % OF
NAME AND ADDRESS OWNERSHIP CLASS
---------------- ----------------- ------
<S> <C> <C>
Gerard Haryman, Pres./CEO, Dir. 2,520,000 14.4%
1750 Osceola Drive +280,000*
---------
West Palm Beach, FL 33409 2,800,000
Thomas Donaldson, VP/COO, Dir. 253,333 1.3%
1750 Osceola Drive
West Palm Beach, FL 33409
All shareholding Directors and Officers
as a Group ( 2 persons) 3,053,333 15.7%
Positive Management, Ltd. 4,000,000 20.6%
Nassau, Bahamas
Aptek Communication, Inc. 1,000,000 5.1%
West Palm Beach, Florida
</TABLE>
(*) Mr. Haryman owns 2,520,000 shares directly and 280,000 shares are
owned by Mr. Haryman's wife and thus are deemed beneficially owned
by him.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1995, the Company received a loan in the amount of Two Hundred
Forty Thousand Dollars ($240,000) from Mark-us A. Gertsch then Chief Executive
Officer of the Company. The loan was for a term of three years at twelve and
one-half percent 12.5% simple interest. In September 1995 the Company received
a loan of Thirty Thousand One Hundred Thirty Four Dollars ($30,134) from Mr.
Gertsch This loan was for twelve (12) months.
<PAGE> Page 11
Both of these loans were repaid to Mr. Gertsch by the issuance of
220,000 shares of the, Company's Common Stock. These shares have not been
registered under the Securities Act of 1933.
ITEM 13 EXHIBITS AND REPORTS
INDEX TO EXHIBITS
(3) ARTICLES OF INCORPORATION AND BY-LAWS
The Articles of Incorporation and Articles of Amendment
to the Articles of Incorporation and By-Laws of the Registrant
were pre-filed as Exhibits 3-1, 3.2, and 3.3, respectively, to
the registrant's Form 10-KSB, for the fiscal year 1995, under
the Securities and Exchange Act of 1934, filed April 1, 1998,
with the Securities and Exchange Commission and are incorporated
herein by reference.
(10) MATERIAL CONTRACTS. Some of the Material Contracts of the Registrant
were filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5,
respectively, to the Registrant's Form 10-KSB as of May 31, 1995
under the Securities and Exchange Act of 1934, filed April 1, 1998
with the Securities and Exchange Commission. The Contracts for the
sale of ITC and the purchases of Hospitality Telecom Corp (formerly
Mic Mac Investments, Inc.)and Cambridge Gas Transport Corporation,
were included in Phoenix's 10-KSB for the year ended May 31, 1998
and are incorporated herein by reference.
(16) LETTERS RE- CHANGE IN CERTIFYING ACCOUNTANTS
See SEC Form 8-K as filed on August 31, 1999 and incorporated herein
by reference
(16a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
(21) SUBSIDIARIES OF THE REGISTRANT
(27) FINANCIAL DATA SCHEDULE
ANY LOANS OR TRANSACTIONS BETWEEN OFFICERS OR DIRECTORS OF THE COMPANY
The Company has made a loan of $15,000 to one of its Officers: Thomas
Donaldson, see Note 1 of the included Consolidated Financial Statements.
<PAGE> Page 12
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of West Palm Beach,
Florida on January 12, 2000.
PHOENIX INTERNATIONAL INDUSTRIES, INC.
By:/s/Gerard Haryman
---------------------------------
Gerard Haryman President and CEO
In accordance with the requirements of tile Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on, the dates indicated,
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerard Haryman
----------------------
Gerard Haryman President, CEO, acting CFO
and Chairman of the Board May 31, 2000
/s/ Thomas Donaldson
-----------------------
Thomas Donaldson Vice President, Secretary May 31, 2000
and Director
Timothy Palmer Director May 31, 1999
<PAGE> Page 13
PHOENIX INTERNATIONAL INDUSTRIES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
<PAGE> F-1
WIESENECK, ANDRES & COMPANY, P.A.
Certified Public Accountants
772 U.S. HIGHWAY 1, SUITE 200
NORTH PALM BEACH, FLORIDA 33408
(561) 626-0400
THOMAS B. ANDRES, C.P.A.*, C.V.A. FAX (561) 626-3453
PAUL M. WIESENECK, C.P.A.
*Regulated by the State of Florida
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Phoenix International Industries, Inc.
West Palm Beach, Florida
We have audited the accompanying consolidated balance sheet of Phoenix
International Industries, Inc. and subsidiaries as of May 31, 2000 and 1999
and the related consolidated statements of operations, stockholders' deficit,
and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company and subsidiaries as of May 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 15 to the
consolidated financial statements, the Company has accumulated losses of
approximately $9,300,000 as of May 31, 2000, has insufficient working
capital and will continue to incur selling, general and administrative
expenses. Realization of certain assets is dependent upon the Company's
ability to meet its future financing requirements, the success of future
operations and the continued funding of the parent Company's operations by
its chief executive officer and sale of common stock. The conditions raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding those matters are described in
Note 15. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/Wieseneck, Andres & Company, P.A.
August 11, 2000
<PAGE> F-2
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, 2000
<TABLE>
CAPTION>
ASSETS
2000 1999
----------- -----------
<S> <C> <C>
Current Assets
Cash $ 46,905 $ 127,776
Accounts receivable net of allowance for
doubtful accounts of $5,000. 331,654 -
Refundable deposit 110,000 200,000
Loans receivable 15,000 20,526
Other current assets 61,765 8,000
----------- -----------
Total Current Assets 565,324 356,302
----------- -----------
Property and Equipment
Property and equipment, net of $91,792
and $5,906 accumulated depreciation 624,807 13,345
----------- -----------
Other Assets
Reorganization value in excess of amounts
allocable to identifiable assets 678,351 -
Goodwill, net of $60,195 accumulated
amortization - 84,141
Other assets 8,929 2,376
----------- -----------
Total Other Assets 687,280 86,517
----------- -----------
Total Assets $ 1,877,411 $ 456,164
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> F-3
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, 2000
<TABLE>
CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT
2000 1999
----------- -----------
<S> <C> <C>
Current Liabilities
Accounts payable 976,979 $ 110,119
Accrued expenses 80,711 7,500
Loans payable 611,199 -
Notes payable - current portion 250,000 -
----------- -----------
Total Current Liabilities 1,918,889 117,619
----------- -----------
Long-Term Debt
Long-term debt - net 1,170,820 -
Loan payable stockholder 558,820 536,292
----------- -----------
Net Long-Term Debt 1,729,640 536,292
----------- -----------
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $.001 par value: 5,000
shares authorized: no shares outstanding
Common stock, $.001 par value: 20,000,000
shares authorized 19,353,847. Issued and
outstanding 19,354 12,139
Additional paid-in-capital 7,543,466 5,996,046
Accumulated deficit (9,333,938) (6,205,932)
----------- -----------
Total Stockholders' Deficit (1,771,118) (197,747)
----------- -----------
Total Liabilities and
Stockholders' Deficit $ 1,877,411 $ (80,128)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> F-4
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended May 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Revenues $ 1,748,220 $ 30
Cost of Sales 1,641,892 -
----------- -----------
Gross Profit 106,328 30
----------- -----------
Operating Expenses
Selling, general and administrative 2,268,997 1,093,048
Loan Facility Fees 678,000 -
Depreciation and amortization 87,141 44,429
Write off of, and impairment of
goodwill, HDX 65,594 30,000
----------- -----------
Total Operating Expenses 3,099,732 1,167,477
----------- -----------
Operating Loss (2,993,404) (1,167,447)
----------- -----------
Other Income and Expense
Interest income 20,000 2,044
Interest expense (154,602) -
----------- -----------
Loss Before Income Taxes (3,128,006) (1,165,403)
Provision For Income Taxes - -
----------- -----------
Loss From Continuing Operations (3,128,006) (1,165,403)
----------- -----------
Discontinued Operations
Income from discontinued operations - 73,417
----------- -----------
Net Loss $(3,128,006) $(1,091,986)
=========== ===========
Loss Per Share
Loss from continuing operations $(0.18) $(0.11)
=========== ===========
Net loss $(0.18) $(0.11)
=========== ===========
Weighted average common shares 17,349,553 10,209,834
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> F-5
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the years ended May 31, 2000 and 1999
<TABLE>
<CAPTION>
COMMON STOCK
------------
ADDITIONAL
Number of PAID IN ACCUMULATED STOCKHOLDERS'
Shares PAR VALUE CAPITAL DEFICIT DEFICIENCY
----------- --------- ---------- ----------- ------------
<S> <S> <C> <C> <C> <C>
Balance, May 31, 1998 8,622,028 $ 8,622 $4,988,045 $(5,113,946) $ (117,279)
Cancellation of ITC (1,413,000) (1,413) (301,789) - (303,202)
Rescission of restricted
stock (230,334) (230) 92 - (138)
Issuance of stock for
services rendered 60,000 60 33,191 - 33,251
Issuance of stock to CEO
in lieu of compensation 2,400,000 2,400 297,600 - 300,000
Issuance of stock to
officer in lieu of
compensation 250,000 250 31,000 - 31,250
Sale of stock 2,400,000 2,400 947,957 - 950,357
Issuance of stock to TCCF 50,000 50 (50) - -
Net Loss - - - (1,091,986) (1,091,986)
----------- --------- ---------- ----------- ------------
Balance, May 31, 1999 12,138,694 12,139 5,996,046 (6,205,932) (197,747)
Sale of common stock 2,565,153 2,565 778,820 - 781,385
Issuance of stock for
services rendered 150,000 150 95,100 95,250
Issuance of stock for
loan facility fees 2,000,000 2,000 676,000 678,000
Stock issued as
collateral for note 3,000,000 3,000 (3,000) -
Recission of HDX
stock (500,000) (500) 500 - -
Net Loss (3,128,006) (3,128,006)
----------- --------- ---------- ----------- ------------
Balance, May 31, 2000 19,353,847 19,354 7,543,466 (9,333,938) (1,771,118)
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> F-6
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended May 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- ------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Loss $(3,128,006) $(1,091,986)
Adjustments to reconcile net loss to
net cash used in operating activities
Add items not requiring outlay of cash:
Depreciation and amortization 87,141 44,429
Loss from write off and partial
impairment of goodwill, HDX 65,594 30,000
Expenses paid by issuance of common stock 773,250 364,501
Bad debts 48,850 -
Loss on Sale of Assets 13,951 -
Other - 1,577
Cash was provided by
Decrease in accounts receivable - net - 44,251
Decrease refundable deposit 100,000 -
Decrease in loan receivable 5,526 -
Increase in accounts payable 976,979 41,255
Increase in accrued liabilities 73,211 2,612
Cash was used in
Increase in accounts receivable - net (331,654) -
Increase in other current assets - (4,697)
Increase in refundable deposits - (200,000)
Increase in loans receivable - (20,526)
Increase in other assets (6,553) (2,376)
----------- -----------
Net Cash Flows Used in Operating
Activities (1,321,711) (790,960)
----------- ------------
Cash Flows From Investing Activities
Purchase of equipment (10,555) -
Proceeds from sale of equipment 4,000 -
----------- ------------
Net Cash Flows Used in Investing
Activities (6,555) -
Cash Flows From Financing Activities
Proceeds from sale of stock 895,310 950,357
Proceeds from notes payable 628,000 -
Proceeds from loans payable 611,199 -
Payments on notes to trustee (686,656) -
Repayment of loan to stockholder - net (35,722) (34,663)
----------- ------------
Net Cash Flows Provided by
Financial Activities 1,412,131 915,694
----------- ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> F-7
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended May 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- ------------
<S> <C> <C>
Net Increase(Decrease) in Cash (80,865) 124,734
Cash at Beginning of Year 127,770 3,042
----------- ------------
Cash at End of Year $ 46,905 $ 127,776
Supplemental Disclosures
------------------------
Noncash Transaction
Issuance of common stock for services rendered $ 95,250 $ 33,251
Issuance of common stock in lieu of officers
compensation - 331,250
Rescind issuance of common stock for the
purchase of ITC - (303,202)
Issuance of common stock of TCCF - 1
Issuance of common stock as collateralization
of loan 1 -
Issuance of common stock as payment for loan
"facility fees" 678,000 -
Cash Received and Paid During the Year for:
Interest income 10,000 2,044
Interest expense (47,219) -
Income taxes - -
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> F-8
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 1 - Summary of Significant Accounting Policies and General
Matters
------------------------------------------------------
Organization
------------
Phoenix International Industries, Inc., (the Company), and
subsidiaries purchase wholesale long distance and local
telecommunication services and resells these services to its
customers throughout the United States. The Telephone Company of
Central Florida (TCCF), a wholly owned subsidiary, was acquired
during the year ended May 31, 2000 as a reorganized debtor to
facilitate these activities.
The Officers of the Company and HDX mutually agreed on March 20,
2000 to exchange the stock and records of HDX for all shares of
stock issued by the Company to HDX at its acquisition in July 1997.
During 1999, the Company discontinued its investment services
provided by Mic Mac (see Note 3).
Consolidation
-------------
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All
intercompany transactions and balances have been eliminated in
consolidation.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue Recognition
-------------------
Revenue is generally recognized when services are performed.
Goodwill
--------
Goodwill represents the excess of the purchase price over the fair
values of the net assets and liabilities acquired resulting from
business combinations and is being amortized on a straight-line
basis over five to ten years. The Company periodically reviews the
value of its goodwill to determine if an impairment has occurred.
The Company measures the potential impairment of recorded goodwill
by the undiscounted cash flows method.
Property and Equipment
----------------------
Property and equipment are stated at cost. The Company provides
for depreciation over the estimated useful lives of the related
assets, which range from five to twelve years, primarily using the
straight-line method.
Income Taxes
------------
The Company accounts for income taxes under the asset and liability
method, whereby deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets
and liabilities are measured using tax rates expected to apply to
taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. The
realizability of deferred tax assets is assessed throughout the
year and a valuation allowance is established accordingly.
<PAGE> F-9
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 1 - Summary of Significant Accounting Policies and General
Matters (continued)
------------------------------------------------------
Earnings (Loss) Per Share
-------------------------
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share."
This Statement was effective for interim and fiscal periods ending
after December 15, 1997. This Statement requires the presentation
of (1) diluted earnings per share, whose calculations includes not
only average outstanding common share but also the impact of
dilutive potential common shares such as outstanding common stock
options; and (2) basic earnings per share which includes the effect
of outstanding common shares but excludes dilutive potential common
shares.
The weighted average common shares outstanding during the years
ended May 31, 2000 and 1999 were 17,349,553 and 10,209,834
respectively.
Fair Value of Financial Instruments
-----------------------------------
The carrying amount of accounts receivable, accounts payable,
accrued expenses and loan payable to related party approximate fair
value because of the short maturity of these items.
Concentrations of Credit Risk
-----------------------------
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of accounts
receivable and refundable deposits. Management performs regular
evaluations concerning the ability of its customers to satisfy
their obligations and records a provision for doubtful accounts
based upon these evaluations.
NOTE 2 - Loans Receivable
----------------
At May 31, 2000 and 1999, loans receivable consisted of a $15,000.
non-interest bearing and non-collateralized loan due on demand from
an Officer and Stockholder of the Company.
At May 31, 1999, loans receivable consisted on two additional loans
that were non-interest bearing, non-collateralized and are due on
demand.
NOTE 3 - Discontinued Operations
-----------------------
HDX
---
The Company acquired 100% of the outstanding stock of HDX on July
21, 1997, by issuing 500,000 shares of restricted common stock
valued at approximately $152,000. The acquisition was accounted
for using the purchase method of accounting and accordingly the
purchase price was allocated to the assets purchased and
liabilities assumed based on their fair values at the date of
acquisition. The excess of the purchase price over the values of
net assets acquired was approximately $164,000 and was recorded as
goodwill and amortized on a straight-line basis over five years.
HDX was a system design company specializing in analyzing the
effect of the year 2000 on a company's computer system. The
operating results of HDX for the year ended May 31, 1999, is
included in continuing operations in the accompanying financial
statements. On March 20, 2000, the Officers of both company's
mutually agreed to exchange the stock and records of HDX for the
500,000 shares of Phoenix stock initially issued thereby rescinding
this relationship. There was no income or expenses recorded for
HDX for the year ending May 31, 2000. Approximately $65,000 of
unamortized goodwill was charged to expense in the current year.
<PAGE> F-10
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 3 - Discontinued Operations (continued)
-----------------------------------
Mic Mac
-------
The Company acquired 100% of the outstanding stock of Mic Mac on
April 9, 1998 by issuing 250,000 shares of restricted common stock
valued at $55,000. The acquisition was accounted for using the
purchase method of accounting and the purchase price was allocated
to the assets purchased and liabilities assumed based on their fair
values at the date of acquisition. The excess purchase price over
the value of net assets acquired was $54,000 and was recorded as
goodwill and amortized on a straight-line basis over five years.
The Company ceased operating in the third quarter of the year
ending May 31, 1999 and had a net loss from operations of
approximately $2,000 and income from disposal of assets and
discontinued operations of approximately $15,500. This income from
the disposal was recognized in Discontinued Operations in May 31,
1999.
Note 4 - Allowance for Doubtful Accounts, Bad Debts
------------------------------------------
The Company established an allowance for doubtful accounts in the
amount of $5,000 for the year ending May 31, 2000. The amounts
charged to the allowance for doubtful accounts represents .3%
(three tenths of 1%) of sales for the fiscal year ending May 31,
2000. Activity in the allowance for doubtful accounts and bad debt
expense are summarized as follows:
<TABLE>
<CAPTION>
Allowance
For Doubtful Bad Debt
Accounts Expense
------------ -----------
<S> <C> <C>
May 31, 2000 provision for doubtful accounts 5,000 $ 5,000
Direct write off of account receivable - 43,850
------------ -----------
$ 5,000 $ 48,850
============ ===========
</TABLE>
Note 5 - Other Current Assets
--------------------
Other Current Assets at May 31, 2000 and 1999 consisted of the
following:
May 31,
----------------------
2000 1999
-------- ---------
Deposit on equipment $ 61,765 $ -
Prepaid advertising costs - 8,000
-------- ---------
$ 61,765 $ 8,000
======== =========
NOTE 6 - Business Combinations
The Company acquired 100% of the issued and outstanding voting
common stock of TCCF (a reorganized debtor) on July 27, 1999. The
consideration and terms are as follows. All administrative claims
and expenses are not to exceed $570,000. Priority claims and
taxes, not exceeding $300,000 to be paid in $25,000 installments
over a period of six years with interest payable at 8%. In addition,
Phoenix will deposit a total of $500,000 into a creditor trust fund.
The initial deposit of $100,000 to the trust fund was made at the
<PAGE> F-11
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 6 - Business Combinations (continued)
---------------------------------
Confirmation Order and the balance will be deposited in four
consecutive semi-annual installments of $100,000 (see Note 10).
The "effective date" of the closing is ten days after the
Bankruptcy Court issues the Order of Confirmation.
The United States Bankruptcy Court issued the Order of Confirmation
on June 9, 1999. The Bankruptcy Court reserved comprehensive and
expansive jurisdiction to resolve any dispute and questions arising
in connection with the plan and Confirmation Order. The court has
jurisdiction over any remaining cases as discussed in Note 14.
The Company began operating as a Reorganized Debtor using Fresh
Start Accounting in compliance with Accounting Statement of
Position (SOP) 90-7 on July 28, 1999. Except as expressly provided
in the Plan, the Confirmation Order shall discharge any and all
debts or claims whatsoever and any prior equity interests in the
Company. The assets of the Company were restated to properly
reflect their reorganized value, the liabilities subject to
compromise and those that are not subject to compromise are
segregated and any prior stockholder's equity was eliminated.
NOTE 7 - Property and Equipment
----------------------
Property and equipment consists of the following at May 31, 2000
and 1999:
2000 1999
--------- ---------
Computer Equipment $ 268,687 $
Furniture, fixtures and equipment 147,913 24,085
Software Development 300,000 -
Accumulated Depreciation (91,793) (10,740)
--------- ---------
Total $ 624,807 $ 13,345
========= =========
NOTE 8 - Loan Payable - Related Party
----------------------------
May 31,
2000 1999
--------- ---------
Notes payable to shareholder
and Chief Executive Officer,
noncollateralized and due on
demand. Interest is accrued
at the Applicable Federal Rate
(AFR) of approximately 6.25%
Principal $ 536,574 $ 489,635
Accrued Interest Payable 58,246 46,657
--------- ---------
$ 558,820 $ 536,292
========= =========
<PAGE> F-12
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 9 - Accrued Compensation
--------------------
During 1999, the Company issued 2,650,000 shares of restricted
common stock with a fair value of $331,250 to the officers of the
corporation as compensation for their services. The Company used a
75% discount from quoted market value of the Company's stock to
determine the fair value for compensation to officers and for
consulting and professional services rendered. Such amounts have
been credited to additional paid in capital at May 31, 1999.
NOTE 10 - Notes Payable
-------------
Notes payable at May 31, 2000 is as follows:
Two notes payable due to the creditor trust fund.
1) A $500,000, 8% non-collateralized note with
$100,000 payment due semi-annually starting July
26, 1999. The proceeds from this note are for
paying the allowed general unsecured creditors
(pre-petition accounts payable). This note matures
July 26, 2001 and 2) A $300,000, 8% non-
collateralized note with semiannual payments of
$25,000 starting July 26, 1999. The proceeds from
this note are for paying allowed priority tax
claims. This note matures July 26, 2005. $670,820
A 13% $750,000 note due July 21, 2000 with interest
payable quarterly. The note was renewed, in
accordance with the terms of the note, for an
additional twelve months by giving written notice
prior to maturity. The note is collateralized by
3,000,000 shares of the company's stock issued to the
lender in accordance to the terms of a pledge and
security agreement. The lender has an option to
purchase the 3,000,000 pledged shares at any time for
a period of two years from the date of the pledge for
.36c per share. An additional 1,000,000 shares were
issued to the lender at inception of the loan as
payment for a "facility fee". 750,000
----------
Total Long Term Debt 1,420,820
Less Current Portion 250,000
----------
Net Long Term Debt $1,170,820
==========
NOTE 11 - Loans Payable
-------------
At May 31, 2000, the company is obligated to the following loans
payable:
Two non-interest bearing, non-collateralized loans
due on demand to current employees and stockholders
of the company. $ 103,722
A non-interest bearing, non-collateralized loan due
on demand to a related company of the Chief Executive
Officer. 208,419
Two non-interest bearing, non-collateralized loans due
on demand. 299,058
---------
Total Loans Payable $ 621,199
=========
NOTE 12 - Income Taxes
------------
Deferred income taxes are provided for temporary differences
between the financial reporting and income tax basis of the
Company's assets and liabilities. Temporary differences, net
operating loss carry forwards and valuation allowances comprising
the net deferred taxes on the balance sheets are as follows:
<PAGE> F-13
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 12 - Income Taxes (continued)
------------------------
May 31, 2000 May 31, 1999
----------- ------------
(000) (000)
Loss carry forward for tax purposes $ 5,448 $ 2,320
======= =======
Deferred tax asset (34%) $ 1,852 $ 789
Valuation allowance (1,852) (789)
------- -------
Net deferred tax asset $ - $ -
======= =======
At May 31, 2000, the Company had federal income tax net operating
loss carry forward of approximately $5,420,000 which will expire
through the year 2020.
Year of Expiration Amount
------------------ -----------
2009 $ 43,000
2010 308,000
2011 166,000
2012 193,000
2013 850,000
2019 760,000
2020 3,100,000
In addition, the Company is reviewing its ability to utilize
certain net operating losses prior to the Company's emergence from
bankruptcy in 1994. These losses have not been reflected in
arriving at the net operating loss carry forwards in the
calculation of the deferred tax assets.
As disclosed in Note 9, the Company has incurred compensation to
its chief executive and chief operating officers. Generally, until
the restricted common stock issued in lieu of compensation becomes
substantially vested in the employee, the company cannot claim a
compensation deduction. Such compensation aggregating for 2000 is
$0 and for 1999 is $331,250.
NOTE 13 - Business Segments
-----------------
The Company's reportable segments are strategic business units that
offer different products or services. The Company has four
reportable segments: computer consulting, investment,
telecommunications services, and acquisition services. The
accounting of the segments is the same as those described in the
summary of significant accounting policies. There have been no
intersegment sales or transfers.
The following is a summary of segment activity:
<PAGE> F-14
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 13 - Business Segments (continued)
-----------------------------
<TABLE>
<CAPTION>
COMPUTER INVESTMENT
CONSULTING SERVICES TELEPHONE ACQUISTION
(DISCONTINUED) (DISCONTINUED) SERVICES SERVICES TOTALS
-------------- -------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
MAY 31, 1999
Revenues $ 30 $ 54,109 $ -- $ -- $ 54,139
Interest income -- -- -- 2,044 2,044
Interest expense -- 92 -- -- 92
Depreciation and amortization -- -- -- 74,429 74,429
Segment profit (loss) -- -- -- (1,131,857)
Income from discountinued
operations (33,546) 13,417 -- 60,000 (1,091,986)
Segment assets 4,434 -- -- 451,730 456,164
MAY 31, 2000
Revenues $ -- $ -- $ 1,748,218 $ -- $ 1,748,218
Interest income -- -- 20,000 -- 20,000
Interest expense -- -- 643 153,959 154,602
Depreciation and amortization -- -- 84,557 2,584 87,141
Segment profit (loss) -- -- (1,693,295) (1,434,711) (3,128,006)
Segment assets -- -- 1,695,790 181,621 1,877,411
</TABLE>
NOTE 14 - Commitments and Contingencies
-----------------------------
The Company leases its principal business location from a related
party, the spouse of the chief executive officer. The lease, which
provides for annual rental of approximately $40,000, expires in
September 2001. Rent expense for the years ended May 31, 2000 and
1999 was $42,400 of which $17,667 was accrued in Year 2000.
The Company is obligated for the lease of an automobile for 36
months with monthly payments of $508. The lease expires in
December 2001.
A suit has been filed against the Company for nonpayment of
occupancy lease payments for a facility that was vacated by the
Company in November 1995. The outcome of the litigation is not
determinable at this time.
A suit has been filed by the Company in an attempt to recover past
due promissory notes in excess of $290,000. The outcome of the
litigation is not determinable at this time.
A suit has been filed against the Company involving breach of
contract of an alleged consulting agreement. The outcome of the
litigation is not determinable at this time.
A suit has been filed against the Company involving breach of
contract by the Company regarding the transfer of stock to the
previous owners of the Mic Mac Investments, a corporation that was
purchased by the Company. The Company is currently entered into
settlement negotiations.
NOTE 15 - Going Concern
-------------
The financial statements are presented on the basis that the
Company is a going concern. Going concern contemplates the
realization of assets and satisfaction of liabilities in the normal
course of business over a reasonable length of time. The Company
has incurred losses in the last two years aggregating approximately
$4,200,000 and, as of May 31, 2000, has a deficit of approximately
$9,300,000 and insufficient working capital.
<PAGE> F-15
PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999
NOTE 15 - Going Concern (continued)
-------------------------
During these two years, the Company has made several acquisitions,
two of which have been rescinded. In connection therewith, it has
incurred significant selling, general and administrative expenses
which have been funded by loans from the Company's chief executive
officer and selling of common stock in the United States and in
foreign markets. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
The Company believes that its recent acquisitions will become
profitable in the future and will generate future cash flows.
However, there can be no assurance that this will occur. Also, the
Company believes it will be able to raise the funds necessary to
complete the aforementioned acquisition and provide temporary
working capital in the U.S. and foreign equity markets. In
addition, the Company's chief executive officer has committed to
continue to provide working capital to fund the selling, general
and administrative expenses of the parent company.
NOTE 16 - Subsequent Events
-----------------
The Company entered into an "Agreement and Plan of Share Exchange"
on July 28, 2000 to acquire Moye and Associates, Inc., (Moye), a
Georgia Corporation. Moye provides Internet Service, specializing
in DSL and web page design, to commercial/residential customers
throughout the United States. Moye also provides computer sales
and service throughout the State of Georgia. The agreement
contemplates a tax free exchange of 600 shares of the Company's
common stock for each outstanding share of common stock of Moye.
Approximately 600,000 shares of the Company's common stock will be
issued. The following is Moye's condensed unaudited statement of
assets, liabilities and stockholder's equity - income tax basis -
and statement of revenues, expenses and retained earnings - income
tax basis - for the six months ended June 30, 2000:
Statement of Assets, Liabilities
and Stockholder's Equity - Income Tax Basis
June 30, 2000
(unaudited)
-------------
Assets $ --
=============
Liabilities $ 54,000
Stockholder's Equity (54,000)
-------------
Total Liabilities and
Stockholder's Equity $ --
=============
Statement of Revenues, Expenses
and Retained Earnings - Income Tax Basis
Six Months Ended
June 30, 2000
----------------
Revenues $ 176,000
Cost of Sales 51,000
-------------
Gross Profit 125,000
Expenses (130,000)
Net Loss $ ( 5,000)
=============
<PAGE> F-16
