ELITE TECHNOLOGIES INC /TX/
10-Q, 2000-05-02
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- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   [MARK ONE]
  [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2000

                                       OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM____________TO____________

                         COMMISSION FILE NUMBER: 0-17597

                            ELITE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)



       (State or other Jurisdiction                    (I.R.S. Employer
        of incorporation or organization)              Identification No.)
               TEXAS                                      76-0252296

 (Address of principal executive offices)               (Zip Code)

      3700 CRESTWOOD PARKWAY                               30096
       SUITE 1000
       DULUTH, GA

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (770) 381-8089

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
    the preceding 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 X  No __

  The number of shares of the issuer's class of capital stock as of February 28,
   2000, the latest practicable date, is as follows: 31,130,170 shares of Common
                             Stock $.0001 par value.
- --------------------------------------------------------------------------------


<PAGE>
PART  1
                              FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

      Balance  Sheet
      Income  Statement
      Statement  of  Cash  Flow

1. ELITE TECHNOLOGIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY  29,  2000  (UNAUDITED)

ORGANIZATION

      Elite  Technologies,  Inc.,  formerly  CONCAP,  Inc.,  (the "Company") was
established  in  1988  in the State of Texas. Elite Technologies, Inc. is a full
service  technology  company providing information technology ("IT") services to
medium  and  large enterprises. IT services involve the facilitation of the flow
of information within a company or between a company and external sources. These
services typically involve computer hardware, software and "integration" efforts
to  allow  diverse  systems  to  communicate  with  one  another.

      Elite  is  organized  in  three  branded  divisions:  Elite  Integration,
Elitetech.com,  and  Workstream  Staffing.  Elite  Integration  serves  as  the
outsource,  integration  and  software  VAR  for  clients and software partners;
Elitetech.com  provides  Internet  Development and Internet Solutions and houses
the  Internet  Incubator  Lab;  and  Workstream  Staffing is the full service IT
Staffing  entity.  The divisions work closely together, cross-selling and acting
as  client  and  internal  support.

CASH  AND  CASH  EQUIVALENTS

      The  Company  considers  all  highly  liquid  investments  purchased  with
original  maturities  of  three  months  or less to be cash or cash equivalents.

FURNITURE  AND  EQUIPMENT

      Furniture  and  equipment  are  recorded  at  cost  and  are  depreciated
primarily  using  straight  line  depreciation  over  three  to  seven  years.

REVENUE  RECOGNITION

      The  Company's  revenue  results  are  of  the  revenue  received by Elite
Technologies,  Inc.  and  its  subsidiary  corporations. Revenue from subsidiary
corporations  is  recognized  upon  signing of a contract for services, provided
that  amounts  are due within one year and collection is considered probable. If
significant  delays  are  expected  in  collecting more than 50% of the contract
value,  the  revenue  from the sale of the contract is recognized using contract
accounting.


<PAGE>
DEFERRED  REVENUES

      Revenue  may  be deferred due to installation, delivery or fulfillment not
yet  performed.

DEFERRED  LIABILITIES

      Liabilities  may  be  deferred due to expected expenditure of labor costs.

PAYROLL  TAXES  PAYABLE

      Payroll  Taxes payable includes a liability of approximately a base amount
of  approx.  $359,000.00  plus interest and penalties as accrued, the assumption
of  which was part of the agreement to acquire Intuitive Technology Consultants,
Inc.  Management  has  entered  into  an installment agreement with the Internal
Revenue Service to satisfy this Liability and has been funding payments from the
cash  generated by operations. Management believes it can continue to reduce the
liability  accordingly  without adversely affecting the continuing operations of
the  company.

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

      The  following discussion should be read in conjunction with the Financial
Statements  and  Notes  thereto  included  elsewhere  in  this  filing.  Certain
statements  made  in  this  "Management's  Discussion  and Analysis of Financial
Condition  and  Results  of  Operations  are  forward-looking  statements.  The
forward-looking  statements  contained  herein are based on current expectations
and  entail  various  risks and uncertainties that could cause actual results to
differ  materially  from  those  expressed  in  such forward-looking statements.

OVERVIEW
- --------

      Elite  Technologies,  Inc. is a full service technology company seeking to
acquire  corporations  whose  primary  focus  is  technical,  including software
development,  staffing  and  consulting, as well as internet based technologies.
It  should  be  noted, however, that the Company is not limiting itself to these
areas. The Company's revenue consists of revenue as results of operations of its
subsidiary  corporations.  The  financial results referred to herein reflect the
historical  results  of  the  Company.  The  Company  has  recently entered into
agreements  with  three  companies,  the closings of which are scheduled to take
place  in second and third quarters Fiscal Year 2000. Most recently, the company
closed  the  acquisition  of  AMG,  LtdAMG, a company based in the Atlanta area
providing  internet  kiosks  to  the  hotel,  airport,  entertainment  and other
industries,  and uses a unique system to provide internet access to its clients.
The  kiosks,  which  allow  the user to browse the internet, retrieve email, and
other  internet  based  activities  on a pay by minute basis, uses a proprietary
software  system developed and owned by AMG. The kiosks with a list retail price
of  retail  of  $5,995.00, however, the AMG will wholesale the units through its
distribution  network.

     For  all  intensive purposes, the company halted its operations temporarily
to  restructure  itself  during the quarter ended February, 2000.  This included
reductions  in  staff  and salaries, as well as the relocation of the offices of
the  Company.  The focus of the restructure was to reduce capital expenditure to
a  minimal  amount,  and  refocus  the  company toward its acquisition strategy.


<PAGE>
     The Company has signed Definitive Agreement with AC Travel, a multi-million
dollar  internet  based  travel  agency  focused  on  the international business
traveler travelling within the United States, and a Letter of Intent signed with
Spaulding  Travel,  in the same industry, and the Company expects to close these
acquisitions  in  May,  2000AC  Travel  will be a featured link on the internet
kiosks  deployed  by  AMG.  AMG  currently  has  orders  for  5,000  units  from
e-Webtraders.com,  Inc.  totaling over 12 million in revenue fiscal 2001, and an
additional  25,000  units under Letter of Intent with Adcom, Inc. on a five year
deployment  plan.

     The  Company  is seeking other acquisition targets, which fit their current
business  plan,  specifically  related  to  internet technologies.  However, the
Company  is  requiring  the  acquisitions to be fully operational, profitable or
near profitable with a revenue range of not less than 3 million per year and up.
The  Company  will  make  an  exception to this guideline, should it discover an
opportunity  which  it  believes  to  be advantageous to its future growth plan.

     The  Company  has  received  its  first  amount(s)  under  its  financing
agreements.  It  has  used  these  funds  to  acquire  AMG,  and pay some of its
debt(s).  The  Company  expects  to receive its next funding installment in May,
2000,  at  which  time it will fund the acquisition of AC Travel, and payoff its
outstanding  obligations  to  its  creditors.

     Elite  has  retained  its  relationship  as a Premier Provider with Hewlett
Packard.  The  Company is seeking to solicit software development projects under
this  relationship.

      Prior  to  June 8, 1998, the Company had no material assets or operations.
On  July 8, 1998, the Company acquired all of the issued and outstanding capital
stock  of  Intuitive Technology Consultants, Inc. ("ITC"). On November 15, 1998,
ITC  was merged with Elite Technologies, Inc., with Elite becoming the surviving
member.  Elite  is  composed  of  three  branded  operating  divisions:  Elite
Integration,  Workstream  Staffing  and  Elitetech.com.

ELITE  INTEGRATION
- ------------------

      The Elite Integration division is the "outsource services group" of Elite.
Elite  Integration provides custom software development, including Client/Server
applications,  design  and  development  to  Fortune  1000 companies, government
agencies,  public  institutions  and  other  medium  to  large enterprises. Most
recently,  Elite  Integration has focused on assisting companies in managing the
transition  to  Microsoft-centric  platforms.  A  recent  report  by  Computer
Intelligence  shows  that  86  percent  of  all  Fortune 1000 firms have already
deployed  a  Windows NT Server. Windows NT and web based systems are emerging as
the  platforms  of  choice  for  departmental  and enterprise applications as it
decreases  the  cost of deploying and managing enterprise solutions, and has the
added  benefit  of  integrated  Web,  application and communication services. To
date,  Elite Integration has focused on Internet and Client / Server development
for  clients in the Southeast region and is seeking currently to expand into new
markets.  Recent  clients  include Ernst &Young, Quest Group Telecommunications,
and  AT&T.

      Elite  Integration  targets  companies for potential partnerships that are
developing technologies which it believes will be important to, and likely to be
widely  deployed  by,  its  current  and  potential  customers.  Through  these
partnerships,  Elite  Integration  often  gains  an  early  and  comprehensive
understanding  of  critical  emerging  technologies,  and  is  therefore  well
positioned  to  service the continued needs of these technology vendors, as well
as  the  needs  of  their  customer  base.  Elite  Integration  incorporates the
knowledge  and  expertise  derived from each of its client projects into its own
implementation  methodology,  which  allows  Elite  Integration  to  retain  and
distribute the techniques and knowledge it gains through work on client projects
throughout the organization at Elite. As a result, Elite has decreased costs and
increased  the  quality  and  speed  of  delivery  of  business  solutions.


<PAGE>
WORKSTREAM  STAFFING
- --------------------

      Workstream  Staffing  is  the  IT  staffing augmentation division of Elite
Technologies  that locates and offers permanent employees, temporary contractors
and  temp-to-perm  (try  before  you  hire) employees to the Workstream customer
base.  Workstream  has  developed  proprietary  software,  the  "RMS" Recruiting
Management  System,  to  manage  the  client-contractor  relationship  from
pre-screening  to  renewal.  The result is improved customer service and reduced
collection  times. Marketing efforts are centered in the Atlanta area, which was
recently named by USA Today as the number one IT job market in the United States
for  the next 25 years. However, Workstream also fills staffing requirements for
clients  throughout  the  country.

      Recent clients include Gulfstream, Quest Communications, Lanier Worldwide,
Shop  n'  Check  and  Crawford  & Company. Workstream also assists the Company's
other  divisions  with  staffing  needs  for  internal  projects  and  actively
cross-sells  Integration  and  Elitetech.com  products  and  services.

ELITETECH.COM
- -------------

      The  Internet  Development  division,  Elitetech.com,  specializes in full
service  web  development  projects  and  Internet  based  server  applications.
Services  include  web  site  design,  Internet  deployment  and strategies, web
enabled  applications,  network  solutions,  e-commerce solutions, search engine
placement  services,  multimedia  creation,  and  an  Internet Incubator Lab for
Internet  start-up  ventures  with  strong  growth  potential.

      Elitetech.com  provides  scalable  solutions  ranging from static web site
development  to network solutions that use the Internet to add functionality and
efficiency  to  our  clients'  web  existence. The Integration division provides
programming  and  database  development  support  to  the  Internet division for
network  applications.

      Elitetech.com currently includes, "Virtualbride.com." The Virtual Bride is
a  full  service  on-line  wedding planner and bridal registry targeted at 30 US
markets.  Additional  strategic relationships are under development with leading
merchandise  and  service  vendors  in  each  market.

     In  addition  to Virtualbride, AMG, Inc., a provider of Internet kiosks and
customized  web  content,  is an acquisition scheduled to close in third quarter
2000.  It  will  be  serviced  by  elitetech.com  for  its  human  resource  and
technology  requirements  and  is anticipated to contribute significantly to the
growth  of  this  division.

RESULTS  OF  OPERATIONS
- -----------------------

      Three  Months  Ended  February  29,  2000  Compared  to Three Months Ended
November  30,l999.

REVENUE

      Total revenue decreased between second quarter 2000 and third quarter 2000
due  to reorganization of the Company, as all divisions were restructured in the
previous  quarter  to serve as service bureaus for the acquisitions scheduled to
close  in third and fourth quarters 2000.  The end result will leave the Company
refocused  on  maximizing the opportunity afforded by the acquisitions, the most
recent  of  which  closed  in  March  of  2000.


<PAGE>
      Software  Programming Fees. Software programming fee revenue accounted for
less  than  10%  of  the revenue of Elite Technologies.  Temporary and Permanent
Placement  Fees.  Billings  decreased  as  projected  to focus on rehiring human
assets  that  are  compatible  with  the  business objectives of the acquisition
completed  in  third  quarter  2000.  Emphasis  is now being placed on resources
offering  HTML,  Java, Cold Fusion and hardware installation and troubleshooting
as  required  by  our  subsidiaries.

COST  OF  REVENUE

      The cost of revenue consists primarily of consultant and employee salaries
and  other  personnel  expenses  incurred  in the implementation of projects and
placements.  Costs  of  revenue  increased  proportionately primarily due to the
increase  of  obligations  under  contracts  for  services.

OPERATING  EXPENSES

      Sales  and  Marketing.  Sales  and  marketing  expenses  include salaries,
commissions  and  other  personnel  related  costs, travel expenses, advertising
programs  and  other  promotional  activities.

GENERAL  AND  ADMINISTRATIVE.

      General  and  administrative  expenses  consist  primarily of salaries and
other personnel related costs of executive, financial and secretarial personnel,
as  well  as  facilities,  legal, insurance, accounting and other administrative
expenses.  The  general and administrative expenses were primarily unchanged due
to  prepayment  for  services  associated  with  the  scheduled  acquisitions.

      The  Company's  operations and related revenue and operating results could
vary  substantially  from  quarter  to  quarter. Among the factors causing these
potential  variations are fluctuations in the demand for the Company's services,
price  competition  in  the Company's markets, the length of the Company's sales
process,  the  Company's success in expanding its services as well as its direct
sales  force,  commercial strategies adopted by competitors and general economic
conditions.  A  substantial  portion  of  the  Company's  operating  expenses,
particularly  personnel and facilities costs, are relatively fixed in advance of
any  particular  operating  results  in  any  particular  quarter.

      Elite's  ability  to  undertake  new  projects  and  increase  revenue  is
substantially  dependant  on  the  availability  of consultants/personnel in the
marketplace.

      As  a result of the foregoing and other factors, the Company believes that
Quarter  to  Quarter  comparisons of results are not necessarily meaningful, and
such comparisons should not be relied upon as indications of future performance.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

      Since inception, Elite has funded its operations to date primarily through
cash  generated  form  operations. In addition, Elite has received approximately
$1,800,000.00  from  outside  sources.

      In order to fuel internal growth and acquisitions, the Company has entered
into  an  agreement  for  debt financing, a portion of which was received by the
Company  in third quarter 2000. The Company believes that its existing liquidity
and  capital  resources, combined with the capital raise, and the cash generated
from  operations  during  fiscal  1999  are  sufficient  to  satisfy  its  cash
requirements  for  the  next twenty-four months. To the extent that such amounts
are insufficient, the Company will be required to raise additional funds through
equity  or  debt  financing.  There can be no assurance that the Company will be
successful  in  raising  additional  funds  on  favorable  terms  or  at  all.

IMPACT  OF  THE  YEAR  2000  ISSUE

      The Year 2000 issue is the result of computer programs being written using
two  digits  rather  than  four digits to define the applicable year. Any of the
Company's  computer  programs  or  hardware that have date-sensitive software or
embedded  chips may recognize a date using "00" as the year 1900 rather than the
year  2000.  This  could  result  in a system failure or miscalculations causing
disruptions  of operations, including, among other things, a temporary inability
to  process  transactions,  send  invoices  or engage in similar normal business
activities.

      When  the Company assessed its internal computer systems it was determined
that  modification,  replacement  or  deletion  of certain software and hardware
systems  was  needed  so that those systems will properly recognize dates beyond
December 31, 1999. The Company currently believes that with the modifications to
its  existing  software  and  hardware,  the  Year  2000 issue can be mitigated.

      The  Company's  plan to resolve the Year 2000 issue involved the following
four  phases:  assessment, remediation, testing and implementation. To date, the
Company  has  completed  its  assessment  of  all critical systems that could be
significantly  affected  by the Year 2000. Based on this assessment, the Company
has  selected  Year 2000 compliant software and hardware to replace systems that
are  not  Year  2000  compliant.

      With  respect  to  its  information  technology exposures, the Company has
completed  100%  on the remediation phase and the reprogramming and replacement.
These  phases  ran  concurrently for different systems. To date, the Company has
completed  100% of its testing and has implemented 100% of its remedied systems.

      The  Company  has  completed  its assessment of key vendors, customers and
other  parties.  The  Company  has  not  incurred  and  does not expect to incur
significant  costs  related  to Year 2000 issues other than the time required by
internal  personnel  to  complete  the  Company's  Year  2000  plans.

      Management believes the Company's program will be effective to resolve the
Year  2000  issued in a timely manner. As noted above, the Company has completed
all  phases of the Year 2000 program. The Company has contingency plans for most
of  its  critical  applications  and  is  developing  contingency  plans for the
remaining  applications.  These  contingency plans involve, among other actions,
manual  workarounds  and staffing strategy adjustments. Manual workarounds would
consist  of  preparing  billings  and  cash  disbursements from hard copy source
documents,  which  the  Company currently maintains. As of February 15, 2000, no
software  or  operational  problems  have  been  experienced  by  the  Company.


<PAGE>
FORWARD  LOOKING  STATEMENTS

      This  Annual  Report  contains various forward-looking statements that are
based  on management's belief as well as assumptions made by management based on
information  currently  available to management. In some cases, you can identify
forward-looking  statements  by  the  use of certain terminology, such as "may,"
"will,"  "should,"  "would,"  "expects,"  "plans,"  "anticipates,"  "believes,"
"estimates,"  "predicts," "potential," "continue," or the negative of such terms
or other comparable terminology. Any expectations based on these forward-looking
statements are subject to risks and uncertainties. These risks and uncertainties
could  affect  the  Company's  future  financial and operating results and cause
actual  results  to differ materially from expectations based on forward-looking
statements  made  in  this document or elsewhere by or on behalf of the Company.


<PAGE>
                                     PART II

OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

      The  Company,  both  on its own and through its subsidiaries is subject to
legal  proceedings and claims which arise in the ordinary course of business. In
the  opinion  of  management,  the amount of potential liability with respect to
these  potential  actions  would not materially affect the financial position or
results  of  operations  of  the  Company.

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.

In  connection  with  the  foregoing  acquisition  the  Registrant effectuated a
100-for-1 reverse stock split. As a result of the reverse stock split, and other
issuance  of  stock  in connection with the acquisitions, the Registrant now has
outstanding  31,130,170  shares  of  common  stock.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K      None

Pursuant  to  the  requirements  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.

Date:  May  2,  2000              By:  /s/  Scott  Schuster,  President
                                       ----------------------------------
                                            Scott  Schuster,  President

<TABLE>
<CAPTION>

Elite  Technologies,  Inc.  and  Subsidiaries
Consolidated  Balance  Sheets


                                                       29-Feb-00      28-Feb-99
ASSETS

Current Assets
<S>                                                   <C>             <C>
Cash                                                     120,000         51,000
Accounts Receivable                                  $   129,407      1,082,000
Less Allowable Doubtful Acct.                            (29,899)       (55,000)
Total A/R                                                169,428      1,027,000
Factoring Reserve                                              0         43,000

Office Supplies                                            3,000          2,000
Loans to Officers                                        215,583        266,000
Prepaid Expenses                                          53,619         52,000
                                                        ---------     ---------
Total Current Assets                                     488,813      1,474,000

Property and Equipment
Furniture, Fixtures and Equip.                            66,304         59,000
Vehicles                                                       0         82,000
Software                                                  32,430         56,000
Leasehold Improvements                                    16,000         20,000
Equip. Computer                                          206,649        294,000
Other Depreciable Property                                21,968              0
                                                        ---------     ---------
Less Depreciation                                                      (112,000)
                                                        ---------     ---------
Total Property and Equipment                             363,000        420,968

Other Assets
Organization Costs                                     1,688,415              0
                                                        ---------     ---------
Total Other Assets                                     1,688,415              0

Total Assets                                         $ 2,396,579      1,873,000

</TABLE>
<TABLE>
<CAPTION>
LIABILITIES  AND  STOCKHOLDERS'  EQUITY  (DEFICIT)

Current  Liabilities
<S>                                                  <C>            <C>
Accounts Payable                                     $   358,244        300,000
N/P - American Factors Corp.                                   0        874,000
Accrued Expenses                                          33,942          5,000
Total Payroll Taxes Payable                                             872,000
Federal Payroll Taxes Payable                            654,463            N/A
GA State Payroll Taxes Payable                           271,597            N/A
Medical Withheld Payable                                   1,538              0
Medical Company Portion                                      405              0
Current Portion of Long-Term Debt                         88,504       (215,000)
Other Current Liabilities                                210,496              0
                                                     -----------  -------------
Total Current Liabilities                              1,619,189      1,836,000

Long-Term Liabilities
Notes Payable-Noncurrent                                  37,399         26,000
Other Long-Term Liabilities                               97,496              0
                                                     -----------  -------------
Total Long-Term Liabilities                              134,895         26,000
Total Liabilities                                    $ 1,754,084      1,862,000
                                                     ===========  =============

Stockholders' equity (deficit):
Common Stock                                               1,257          1,000
Additional Paid-in Capital                             3,908,205        391,000
Accumulated deficit                                   (3,266,967)      (286,000)
Total Stockholders' equity                               642,495         11,000
                                                     -----------  -------------

Commitments and contingencies
Total Liabilities and Stockholders' equity           $ 2,396,579      1,873,000
                                                     ===========  =============
</TABLE>
                      Unaudited - For Management Purposes Only


<PAGE>

                    Elite Technologies, Inc. and Subsidiaries
                          Consolidated Income Statement
                  For the Three Months Ending February 29, 2000


                                                       02/29/00    Year  to Date
Revenues
Programming  Fees                                        115,013
                                                     -----------  -------------
Total  Revenues                                          115,013       778,010

Cost  of  Sales
                                                     -----------  -------------
Total  Cost  of  Sales                                    55,013             0
                                                     -----------  -------------

Gross  Profit                                             60,000       778,010
                                                     -----------  -------------

Expenses
Advertising  Expense                                           0        20,613
Auto  Expenses                                                 0           343
Computer  Equipment  Expenses                                  0        11,704
Dues  and  Subscriptions  Exp                                 99          1492
Gifts  and  Donations  Expense                                 0             0
Insurance  Expense                                        10,824             0
Legal  and  Professional  Expense                       5,411.00        58,530
Meals  and  Entertainment  Exp                                 0            32
Office  Expense                                           175.30          3128
Payroll  Tax  Expense                                   8,682.98        42,236
Penalties  and  Fines  Exp                                     0         2,249
Postage  and  Delivery  Expense                               37            62
Repairs                                                    2,000         2,000
Rent  or  Lease  Expense                               22,274.51        81,924
Lease  on  Automobiles                                         0         5,157
Lease  on  Furniture  & Equipment                              0         5,458
Salaries  Expense                                     119,101.92       418,997
Medical  Company  Paid                                 10,746.48        18,944
Commissions  Paid                                          6,125             0
Contract  Labor                                                0         3,219
Supplies  Expense                                           9.54          3229
Telecommunications  Expense                               150.00          3591
Telephone  Expense                                      1,334.90         13068
Lodging                                                  1037.18          1037
Travel  Expense                                         2,020.00         4,723
Temporary  Labor  Fees                                         0         9,424
Employee  Reimbursed  Expense                                  0         1,214
Utilities  Expense                                             0           206
Wages  Expense                                         16,455.97        102106
Other  Expense                                          2,710.26          6486
Late  Fees                                                     0           306
                                                     -----------  -------------
Total  Expenses                                       219,457.44       862,419
Net  Income                                         $(104,444.44) $    (84,409)
                                                     ===========  =============

                          For  Management  Purposes  Only


<PAGE>
                    Elite  Technologies,  Inc.  and  Subsidiaries
                       Consolidated  Statement  of  Cash  Flow
                   For  the  Three  Months  Ended  February  29,  2000

                                                                       02/29/00

Cash  Flows  from  operating  activities
Net  Loss                                                            $ (104,444)
Adjustments  to  reconcile  net
income  to  net  cash  provided
by  operating  activities
Stockbased  Compensation
Accounts  Receivable                                                    (85,981)
Other  Assets
Commitment  to  issue  stock  for  investment  banking  services
Accounts  Payable
                                                                        358,244

Deferred  Rent  Expense
Federal  Payroll Taxes Payable                                          654,463
GA  State Payroll Taxes Payable                                         271,597
Accrued  expenses  and  other  current  liabilities
Medical  Withheld Payable                                                 1,538
Medical  Company Portion                                                    405
                                                                    -----------
Net  Cash provided by Operations                                        187,113

Cash  Flows  from  investing  activities
Purchases  of  Property  and  equipment
Acquisitions  of  businesses
Notes  Receivable  to  officers
                                                                    -----------
Net  cash used in investing                                                   0
                                                                    -----------

Cash  Flows  from  financing  activities
Proceeds  From  issuance  of  common  stock
(Payments  to)  advances  from  factoring  company,  net
(Payments  of)  proceeds  from  notes
Additional  Paid In Capital                                             841,404
Other  capital  contributions
Contributed  capital  from  THC
Increase  in  cash  overdraft
(Decrease)  increase  in  related  party  advances
Additional Paid In Capital                                           (1,028,517)
                                                                    ------------
Net cash used in financing                                             (187,113)
                                                                    ------------
Net  increase (decrease) in cash                                    $         0
                                                                    ============

Summary
Cash  Balance at End of Period                                      $         0
Cash  Balance at Beginning of Period                                    119,921
Net Increase (Decrease) in Cash                                     $  (119,921)
                                                                    ============

                       Unaudited  -  For  Internal  Use  Only.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This  schedule  containes  summary  financial information extracted from (A) the
company's  consolidated financial statements and is qualified in its entirety by
regerence  to  such  (b)  financial  statements.
</LEGEND>
<MULTIPLIER> 1

<S>                                     <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       MAR-31-1999
<PERIOD-START>                          DEC-01-1999
<PERIOD-END>                            FEB-29-2000
<CASH>                                           0
<SECURITIES>                                     0
<RECEIVABLES>                               115013
<ALLOWANCES>                                     0
<INVENTORY>                                  22015
<CURRENT-ASSETS>                            488813
<PP&E>                                       88272
<DEPRECIATION>                                   0
<TOTAL-ASSETS>                             2396579
<CURRENT-LIABILITIES>                      1754084
<BONDS>                                          0
                            0
                                      0
<COMMON>                                      1257
<OTHER-SE>                                  558360
<TOTAL-LIABILITY-AND-EQUITY>               2396579
<SALES>                                     115013
<TOTAL-REVENUES>                            115013
<CGS>                                            0
<TOTAL-COSTS>                               219457
<OTHER-EXPENSES>                                 0
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                               0
<INCOME-PRETAX>                            (104444)
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                        (104444)
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                               (104444)
<EPS-BASIC>                                 (.01)
<EPS-DILUTED>                                 (.01)


</TABLE>


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