UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: August 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number: 000-17058
PHOENIX INTERNATIONAL INDUSTRIES, INC.
--------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 59-2564162
(State or other jurisdiction of (IRS Employer incorporation or
organization) Identification No.)
1750 Osceola Drive, West Palm Beach, FL 33409
----------------------------------------
(Address of principal executive offices)
(561) 688-0440
-------------------------
(Issuer's telephone number)
--------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 report(s), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Common Stock, $.001 par value 12,138,694 shares outstanding as of
August 31, 1999.
Transitional Small Business Disclosure Format: Yes __ No X
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEETS AS OF AUGUST
31, 1999 AND AUGUST 31, 1998
CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED AUGUST 31, 1999
AND AUGUST 31, 1998
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S
DEFICIT FOR THE THREE MONTHS ENDED AUGUST
31, 1999 AND AUGUST 31, 1998
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED AUGUST 31, 1999 AND
AUGUST 31, 1998
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
PART II: OTHER INFORMATION
SIGNATURE
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 1999
AND AUGUST 31, 1998
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
August 31, 1999 and August 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
(000'S OMITTED)
AUGUST 31, 1999 AUGUST 31, 1998
--------------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 19 $ 1
Accounts receivable net of allowance for
doubtful accounts of $8,000 and $12,000 427 4
Refundable deposit 200 --
Other current assets 150 4
------- -------
TOTAL CURRENT ASSETS 796 9
------- -------
Property and equipment, net 688 19
Goodwill, net -- 179
Reorganization value in excess of amounts
allocable to identifiable assets 190 --
Other assets 5 --
------- -------
TOTAL ASSETS $ 1,679 $ 207
======= =======
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES
Accounts payable $ 895 $ 27
Accrued and other liabilities 172 55
------- -------
TOTAL CURRENT LIABILITIES 1,067 82
Note payable, related party 567 570
Note payable, other 635
------- -------
TOTAL LIABILITIES 2,269 652
------- -------
STOCKHOLDER'S DEFICIT
Preferred stock, $0.001 par value: 5,000
shares authorized: no shares outstanding -- --
Common stock, $0.001 par value; 20,000,000
shares authorized: 12,138,694 and 7,259,028
shares issued and outstanding 12 7
Additional paid-in-capital 6,739 4,718
Accumulated deficit (7,341) (5,170)
------- -------
TOTAL STOCKHOLDER'S DEFICIT (590) (445)
------- -------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 1,679 $ 207
======= =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended August 31, 1999 and August 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
(000'S OMITTED)
THREE MONTHS ENDED
---------------------------------
AUGUST 31, 1999 AUGUST 31, 1998
---------------------------------
<S> <C> <C>
REVENUES $ 372 $ 30
COST OF SALES 241 --
-------- --------
GROSS PROFIT 131 30
-------- --------
OPERATING EXPENSES
Selling, general and administrative 350 135
Depreciation and amortization 21 12
-------- --------
TOTAL OPERATING EXPENSES 371 147
-------- --------
OPERATING LOSS (240) (117)
-------- --------
INCOME TAX BENEFIT (PROVISION) -- --
-------- --------
LOSS FROM CONTINUING OPERATIONS (240) (117)
-------- --------
DISCONTINUED OPERATIONS
-------- --------
Income (loss) from discontinued operations (152) 60
-------- --------
NET LOSS $ (392) $ (57)
======== ========
LOSS PER SHARE
Loss from continuing operations $ (0.02) $ (0.02)
======== ========
Net loss $ (0.03) $ (0.01)
======== ========
Weighted average common shares 12,139 7,269
======== ========
</TABLE>
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
For the three months ended August 31, 1999 and August 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------- ADDITIONAL TOTAL
NUMBER OF PAR PAID-IN ACCUMULATED STOCKHOLDER'S
SHARES VALUE CAPITAL DEFICIT DEFICIT
--------- ------- ---------- ----------- -------------
(000's omitted)
<S> <C> <C> <C> <C> <C>
Balance, May 31, 1999 12,139 $ 12 $ 6,739 $(6,949) $ (198)
Net Loss -- -- -- (392) (392)
------- ------- ------- ------- -------
Balance August 31, 1999 12,139 $ 12 $ 6,739 $(7,341) $ (590)
======= ======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended August 31, 1999 and August 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
(000'S OMITTED)
THREE MONTHS ENDED
----------------------------------
AUGUST 31, 1999 AUGUST 31, 1998
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $(392) $ (57)
Adjustments to reconcile net loss to net
cash used by operating activities
Charge for stock issued to ITC and not returned -- (36)
Depreciation and amortization 22 13
Writeoff of investment in HDX 152 --
Decrease in other current assets 8 --
Decrease in accounts receivable, net 229 40
Increase in prepaid expenses (7) --
Increase (decrease) in other assets 101 (1)
Increase in refundable deposits (99) --
Decrease in accounts payable, net (564) (42)
Increase in other accrued liabilities 74 50
Stock issued for compensation -- 32
----- -----
NET CASH USED BY OPERATING ACTIVITIES (476) (1)
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment -- --
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 628 (3)
Proceeds from loan payable, related party 31 2
Payment of loans payable (329) --
Receipts from loans receivable 38 --
----- -----
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 368 (1)
----- -----
NET DECREASE IN CASH (108) (2)
CASH AT BEGINNING OF YEAR 127 3
----- -----
CASH AT END OF YEAR $ 19 $ 1
===== =====
</TABLE>
See notes to consolidated financial statements.
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended August 31, 1999 and August 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
(000'S OMITTED)
THREE MONTHS ENDED
----------------------------------
AUGUST 31, 1999 AUGUST 31, 1998
--------------- ---------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued liabilities converted to equity $-- $--
Loan payable converted to equity -- --
Stocks issued for consulting services -- 32
Stock issued to acquire assets -- --
Rescission of ITC acquisition -- 36
CASH PAID DURING THE YEAR FOR
Interest -- --
Income taxes -- --
</TABLE>
See notes to consolidated financial statements.
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
UNAUDITED
(000'S OMITTED, EXCEPT PER SHARE AMOUNTS)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL MATTERS
ORGANIZATION
During the year ended May 31, 1999, Phoenix International Industries, Inc. and
subsidiaries (the Company) provided computer consulting, investment and certain
telecommunication services through its wholly-owned subsidiaries HDX 9000, Inc.
(HDX), Mic Mac Investments, Inc. (Mic Mac), and Intuitive Technology
Consultants, Inc. (ITC) to entities located primarily in the southeastern United
States. HDX, Mic Mac and ITC were acquired during the year ended May 31, 1998.
On June 1, 1998, the Company discontinued substantially all of its computer
consulting operations, HDX, and disposed of ITC in a transaction accounted for
as a rescission of the business combination.
The Company also ceased operating Mic Mac in the current quarter and wrote off
all remaining assets and liabilities. The net loss from operations during the
current period was approximately $20,000. Mic Mac and HDX will be unconsolidated
subsidiaries in future operating periods.
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.
NOTE 2 - BASIS OF PRESENTATION
The Company unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accrual adjustments, considered necessary for a fair presentation have been
included. Operating results for the three-month period ended August 31, 1999 are
not necessarily indicative of the results that may be expected for the year
ended May 31, 2000.
These financial statements and notes should be read in conjunction with the
Company's audited financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended May 31, 1999.
NOTE 3 - FINANCIAL RESULTS
The accompanying unaudited financial statements have been prepared assuming the
Company will continue as a going concern. The Company has accumulated losses of
approximately $6,950,000 and has insufficient working capital. In connection
with the acquisition of TCCF, the Company 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. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. While the
Company believes that these acquisitions will become profitable in the future
and that, with its prospective acquisitions, it will generate future cash flows
and return to profitability, 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 in the 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.
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
UNAUDITED
(000'S OMITTED, EXCEPT PER SHARE AMOUNTS)
NOTE 4 - BUSINESS COMBINATIONS
Phoenix International Industries, Inc. (the Company) acquired the common stock
of the Telephone Company of Central Florida, Inc. (TCCF), a reorganized debtor,
on June 27, 1999. TCCF was incorporated in the State of Florida in December 1995
for the purpose of purchasing wholesale long distance and local
telecommunication services and to resell these services throughout the United
States. TCCF is also a provider of telecommunication services to the debit card
(prepaid telephone card) industry. TCCF filed a petition for relief under
Chapter 11 of the Bankruptcy code on May 26, 1998. On December 17, 1998, the
Company issued a letter of intent to TCCF setting forth the terms and conditions
under which it is willing to acquire 100% of the issued and outstanding common
voting stock of TCCF as a reorganized debtor. The terms and conditions of the
purchase by the Company of TCCF coincided with the plan of reorganization
submitted to the Bankruptcy Court by TCCF. A summary of the terms and conditions
of the purchase and the reorganization plan are as follows:
1. The Company will pay all administrative claims and expenses,
not to exceed $570,000, within ten days off the effective
date.
2. The Company will pay all priority claims and taxes, not to
exceed $300,000, in $25,000 installments starting within ten
days of the effective date over a period of six years with
interest payable at 8%.
3. The Company will deposit $500,000 into a creditor trust fund.
The initial deposit of $100,000 to the trust fund will be made
at the Confirmation Order and the balance will be deposited in
four consecutive semi-annual installments of $100,000.
The effective date of the closing is 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 July 27, 1999.
The following are the condensed balance sheets of TCCF at May 31, 1999 and at
July 28, 1999 using fresh-start accounting and the statement of operations for
the twelve-month period ending May 31, 1999. Entities that adapt fresh-start
reporting shall allocate the reorganization value to the company's assets in
conformity with the procedures for transactions reported on the purchase method
basis. If any portion of the reorganization value cannot be attributed to
specific tangible or identified intangible assets of the emerging entity, such
amounts should be reported as the intangible asset identified as "reorganization
value in excess of amounts allocable to identifiable assets." Additionally, the
effects of the adjustments on the reported amounts of individual assets and
liabilities resulting from the adoption of fresh-start reporting and the effects
of the forgiveness of debt should be reflected in the predecessor entity's final
statement of operations. Adopting fresh-start reporting results in a new
reporting entity with no beginning retained earnings or deficit.
<TABLE>
<CAPTION>
TCCF
TCCF (FRESH-START REPORTING)
MAY 31, 1999 JULY 28, 1999
--------------- -----------------------
<S> <C> <C>
Cash $ 250 $ 18,222
Accounts receivable, net 479,237 367,133
Note receivable, Phoenix -- 820,015
Property and equipment, net 334,527 700,000
Other assets 104,648 103,528
Reorganization value in excess of
amounts allocable to identifiable assets -- 190,218
----------- -----------
Total Assets $ 918,662 $ 2,199,116
=========== ===========
</TABLE>
<PAGE>
PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
UNAUDITED
(000'S OMITTED, EXCEPT PER SHARE AMOUNTS)
NOTE 4 - BUSINESS COMBINATIONS (CONTINUED)
<TABLE>
<CAPTION>
TCCF
TCCF (FRESH-START REPORTING)
MAY 31, 1999 JULY 28, 1999
--------------- -----------------------
<S> <C> <C>
Accounts payable $ 790,776 $ 787,802
Other liabilities 340,582 41,314
Liabilities subject to compromise 1,338,668 --
----------- -----------
Total Liabilities 2,470,026 829,116
Common stock -- 5,000
Paid-in capital -- 1,365,000
Retained deficit (1,551,364) --
----------- -----------
Total Liabilities and Stockholder's Deficit $ 918,662 $ 2,199,116
=========== ===========
STATEMENT OF OPERATIONS
For the year ended May 31, 1999
Revenue $ 8,269,978
Cost of Sales 6,537,800
-----------
Gross Profit 1,732,178
-----------
Operating Expenses
Salaries, wages and payroll costs 690,347
Professional fees 197,041
Selling expenses 104,376
Depreciation and amortization 126,850
Bad debts 94,739
General and administrative 409,625
-----------
Total Operating Expenses 1,622,978
-----------
Income From Operations 109,200
Reorganization Expense (369,000)
Extraordinary Item,
Forgiveness of Debt --
-----------
Net Loss $ (259,800)
===========
</TABLE>
The Company issued 50,000 shares of its common stock to TCCF as a good faith
deposit.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Except for the historical information herein, the matters discussed in
this quarterly report includes 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, risk in product availability, product
technology changes, market acceptance of new products and services, questions of
continuing demand, the impact of competitive products and pricing, changes in
economic conditions and other risk factors contained in the Company's most
recent filings with the Securities and Exchange Commission ("SEC").
RESULTS OF OPERATIONS
Phoenix International Industries, Inc.(the "Company") is a development
stage company. The disclosure in the quarterly report should be read in
conjunction with the Company's annual report on Form 10-KSB for its year ended
May 31, 1999, which was filed with the SEC.
During the Company's three month period ended August 31, 1999, the
Company incurred net losses of $392,000 compared to net losses of $57,000 for
the comparable three month period for the preceding year.
The Company reported sales revenues of $372,000 for the three month
period ended August 31, 1999, compared to sales revenues of $30,000 for the
three month period ended August 31, 1998. These revenues resulted from
telecommunication service sales generated by Phoenix's newly acquired affiliate
Telephone Company of Central Florida, Inc.("TCCF"), and miscellaneous, as
disclosed in the combined financial statement which is included in this filing.
The Company, during the three month period ended August 31, 1999, successfully
completed the acquisition of 100% of The Telephone Company of Central Florida,
Inc.("TCCF"), by the approval of the Federal Bankruptcy Court of the submitted
plan of reorganization out of Chapter 11. To date, the Company has paid a total
of $635,000 under the terms of the plan of re-organization.
The Company, based upon the representations received from TCCF, hopes
that prior to the end of fiscal 1999, TCCF will begin to generate increasing
revenues from operations, as it increases its subscriber base for its
telecommunications business.
The Company, during the coming year, will continued to pursue efforts
to add additional affiliates or attractive joint ventures, primarily in the
telecommunications industry in order to generate additional revenue streams.
The company has ceased to operate HDX 9000, Inc., because their primary
product was related to solving the Y2K computer problem and they have not been
able to successfully adapt their other methodologies to a user friendly format.
HDX President Timothy Palmer has agreed to return the 500,000 shares of the
company's stock, which was issued to purchase HDX 9000, to the company for
cancellation. Mr. Palmer will continue to serve as a Director of the company and
act as a consultant on an "as needed" basis.
<PAGE>
The Company's net losses for the three month period ended August 31,
1999, were the result of expenses involved with the acquisition of TCCF, the
lack of sales revenues during the period and the continued expenses associated
with continuing to operate and maintain its offices, professional fees and
expenses associated with being a reporting public company, which include: legal,
accounting and EDGAR/printing preparation, and the write off of its $152,000
investment in HDX. The Company incurred non-cash expenses associated with the
issuance of 50,000 shares of restricted stock to TCCF as a "good faith deposit"
toward its acquisition.
In order for the Company to pay its operating expenses, including
office rents, communication expenses, accounting and bookkeeping fees, printing
and EDGAR preparation costs, publication costs, and other general and
administrative expenses, the Company was dependent upon the funds provided by
non-interest bearing loans from the Company's executive officer, director and
shareholders.
In previous years, the company has raised a portion of its operating
capital through the sale of restricted stock, however in future there can be no
assurance of any additional sale of restricted stock. Further, there can be no
assurance, based upon present market price of the shares, that it will be able
to raise additional private placement funding, at terms and conditions
satisfactory to the Company, nor is the Company presently soliciting any private
placement proceeds.
The Company continues to be dependent upon the willingness of the
Company's executive officers/directors and its consultants to accept shares as
compensation for continued services to the Company, which services the Company
considers to be valuable and necessary to its continued operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company, at August 31, 1999, had current assets of $796,000,
compared to current assets of $9,000 at August 31, 1998. To assist the Company
in its cash flow requirements the Company may determine, depending upon the
prevailing stock price of its shares, to seek subscriptions from the sale of
securities to private investors, although there can be no assurance that it will
be successful in securing any investment from private investors at terms and
conditions satisfactory to the Company, if at all.
Based upon the Company's present liquid resources, its present
operating expenses, and the commitment of its executive officers to continue to
defer most or all of their salaries, and if no revenues are generated from
operations or other sources, the Company will be able to operate for a minimum
of three months. However, in the near term, the Company does anticipate receipt
of operating revenues as a result the business developments by TCCF. The Company
also hopes to receive revenues from sales of Internet telecommunication products
and services in TCCF's markets.
The Company's monthly operating expenses during the three month period
ended August 31, 1999, does not reflect any salary to Gerard Haryman or Thomas
Donaldson, the Company's executive officers, who's salaries have been accrued,
but not paid, at the rate of $20,833 and $8,600 per month respectively. The
Company does not contemplate commencing full salary payments to Messrs. Haryman
and Donaldson unless and until it begins to generate positive cash flow from
operations.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reported in the company's 10-KSB of May 31, 1999
Item 2. Changes in Securities
NONE
Item 3. Defaults upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PHOENIX INTERNATIONAL INDUSTRIES, INC..
(Registrant)
January 18, 2000 By:/s/ GERARD HARYMAN
--------------
Gerard Haryman
President, Chief Executive Officer and
(acting) Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet (audited) as of 5/31/1999 and the statement of operations (unaudited) for
the three months ended 8/31/99.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> MAY-31-2000 MAY-31-1999
<PERIOD-END> AUG-31-1999 MAY-31-1999
<CASH> 19,000 127,776
<SECURITIES> 0 0
<RECEIVABLES> 427,000 220,256
<ALLOWANCES> 8,000 12,000
<INVENTORY> 0 0
<CURRENT-ASSETS> 796,000 8,000
<PP&E> 688,000 9,334
<DEPRECIATION> 0 13,345
<TOTAL-ASSETS> 1,679,000 456,164
<CURRENT-LIABILITIES> 1,067,000 117,619
<BONDS> 0 0
0 0
0 0
<COMMON> 0 12,139
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> (1,679,000) 456,164
<SALES> 372,000 0
<TOTAL-REVENUES> 372,000 0
<CGS> 0 0
<TOTAL-COSTS> 371,000 1,897,260
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 (1,895,186)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (240,000) (1,895,186)
<DISCONTINUED> (152,000) 73,417
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (392,000) (1,821,769)
<EPS-BASIC> (.02) (.18)
<EPS-DILUTED> (.03) 0
</TABLE>
