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INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Phoenix Healthcare Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
450729108
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(CUSIP Number)
Ronald Lusk, 4514 Travis Street, Ste. 330,
Dallas, Tx 75205 (214) 599-9777
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
PAGE 1 OF 4
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 450729108
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only).
Ronald E. Lusk
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power 11,779,952
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
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(9) Sole Dispositive
Power 11,779,952
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,779,952
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
23.84%
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(14) Type of Reporting Person (See Instructions)
IN
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This Amendment No. 2 amends the Schedule 13D filed with the Commission on
November 25, 1998, as amended by Amendment No. 1 filed with the Commission on
August 20, 1999, that was filed jointly by Ronald E. Lusk and Match, Inc.
("Match") (together, the "Reporting Persons") respecting the Common Stock,
$.001 per value ("Common Stock") of Phoenix Healthcare Corporation (the
"Issuer", formerly Iatros Health Network, Inc.). Because Match no longer
beneficially own greater than 5% of the outstanding Common Stock, it ceased
to be a Reporting Person with the filing of Amendment No. 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and supplemented as follows:
As described in Item 5, on December 15, 1999, Mr. Lusk acquired 6,187,500
share of Common Stock in consideration for the sale of his interest in
Healthcare Information Technologies, Inc. to the Issuer. On March 22, 2000,
the Board of Directors of the Issuer approved the issuance to Mr. Lusk of
1,669,546 shares of Common Stock in lieu of salary. On April 11, 2000, a debt
owned by the Issuer to Mr. Lusk of $84,903 was converted into 452,816 shares
of Common Stock. On April 19, 2000, the Issuer issued an additional 288,917
shares to Mr. Lusk in lieu of salary.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
On December 15, 1999, Mr. Lusk acquired 6,187,500 shares of Common Stock
in consideration for the sale to the Issuer of his interest in Healthcare
Information Technologies, Inc. ("HIT"). Mr. Lusk owned 95% of the shares of
HIT and was the sole director and president of the company.
On March 22, 2000, the Board of Directors of the Issuer approved the
issuance to Mr. Lusk of 1,669,546 shares of Common Stock in lieu of his salary
of $250,000 for calendar year 1999, pursuant to his employment agreement with
the Issuer.
On April 11, 2000, a debt owned by the Issuer to Mr. Lusk of $84,903 was
converted into 452,816 shares of Common Stock, effective as of January 31,
2000, at the closing price per share on that date ($0.1875).
On April 19, 2000, the Issuer issued 288,917 shares of Common Stock to
Mr. Lusk in lieu of salary for the first three months of 2000, determined at
the closing price per share as of the end of each respective month -- 111,111
shares for January, based on a price of $0.1875 per share; 148,175 shares for
PAGE 3 OF 4
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February, based on a price of $0.1406 per share; and 29,631 shares for March,
based on a price of $0.7031 per share.
As of close of business on May 18, 2000, Mr. Lusk was the beneficial
owner of 11,779,952 of shares of Common Stock (including 20,000 shares owned
by Barrier, the equivalent of 972,507 shares owned by Match in the form of
preferred stock, 25,000 shares owned as custodian for his daughter, and
140,000 shares issuable pursuant to stock options that were exercisable
within sixty days), with the sole power to vote or direct the vote and to
dispose or direct the disposition of such shares (including by reason of his
position as an officer of Match and Barrier), representing 23.84% of Common
Stock outstanding (based on the number of securities outstanding as contained
in the Form 10-K for the Issuer for the year ended December 31, 2000,
adjusted for certain issuances to executive officers since that date).
Other than as described above, the Reporting Persons have not engaged in
any transactions in the Common Stock of the Issuer during the sixty days
preceding May 18, 2000. There are no other persons with the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities of the Reporting Persons.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: May 19, 2000 /s/ Ronald E. Lusk
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Ronald E. Lusk
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